Exhibit
4.6


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS 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
DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
OR QUALIFICATION RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS.


 


	
  Issue Date:  March 5, 2007

  	
   

  



 


OPENTABLE, INC.


 


COMMON STOCK PURCHASE WARRANT


 


THIS CERTIFIES
THAT, for value received, Deborah Meredith,
and her registered assigns (the “Holder”), is entitled to purchase from
OpenTable, Inc., a Delaware corporation (the “Company”), at any
time after the date specified in Section 1 hereof and ending at 5:00 p.m.
California time on the Expiration Date, as such term is defined in Section 1
hereof, 44,271 shares of the Company’s Common Stock (the “Warrant Shares”)
at an exercise price (the “Exercise Price”) of $0.39 per share, upon the
terms and subject to the conditions set forth herein (the “Warrant”).


 


1.                                     Term. 
This Warrant shall be exercisable through the first to occur of (a) March 4,
2017, (b) a Liquidation Event (as defined in the Company’s Amended and
Restated Certificate of Incorporation as in effect on the date hereof) or (c) the
consummation of the initial public offering of shares of the Company’s Common
Stock (the “Expiration Date”).


 


2.                                     Method of
Exercise; Payment; Issuance of New Warrant. 
Subject to Section 1 hereof, the purchase right represented by this
Warrant may be exercised by the Holder, in whole or in part, by:


 


(a)                                  the surrender of this Warrant (with
the Notice of Exercise form attached hereto as Attachment A) at the
principal office of the Company; and


 


(b)                                 the payment to the Company, by check
or wire transfer, of an amount equal to the then applicable Exercise Price per
share multiplied by the number of Warrant Shares then being purchased.


 


If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable
hereunder.  Upon receipt by the Company
of this Warrant and such notice of exercise, together with, if applicable, the
aggregate Exercise Price, at such office, or by the stock transfer agent or
warrant agent of the Company at its office, the Holder shall be deemed to be
the holder of record of the applicable Warrant Shares, notwithstanding that the
stock transfer books of the Company shall then be closed or that


 

















 


certificates
representing such Warrant Shares shall not then be actually delivered to the
Holder.  The Holder shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of the Warrant Shares.


 


3.                                     Net
Exercise.  In addition to and without limiting the
rights of the Holder under the terms of this Warrant, the Holder may elect to
convert this Warrant or any portion thereof (the “Conversion Right”)
into Warrant Shares, the aggregate value of which Warrant Shares shall be equal
to the value of this Warrant or the portion thereof being converted.  The Conversion Right may be exercised by the
Holder by surrender of this Warrant at the principal office of the Company
together with notice of the Holder’s intention to exercise the Conversion
Right, in which event the Company shall issue to the Holder a 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 upon exercise of Conversion
Right.


 


Y =          The number of Warrant
Shares issuable upon exercise of this Warrant (or such lesser number as are
being exercised).


 


A =         The fair market value of
one Warrant Share, as determined by the Board of Directors of the Company, at
the time the Conversion Right is exercised pursuant to Section 3.


 


B =                              Exercise
Price for one Warrant Share under this Warrant (as adjusted to the date of such
calculations).


 


4.                                     Stock
Fully Paid; Reservation of Warrant Shares. 
All shares of stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof.  During the period within
which the rights represented by this Warrant may be exercised, the Company will
at all times have authorized and reserved for the purpose of issue upon
exercise of the purchase rights evidenced by this Warrant, a sufficient number
of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.


 


5.                                     Adjustment
of Exercise Price and Number of Warrant Shares. 
The number and kind of Warrant Shares purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment from time to
time upon the occurrence of certain events, as follows:


 


5.1                                 Reclassification;
Merger.  In case of any reclassification or change of
outstanding securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or combination), or
in case of any consolidation or merger of the Company with or


 


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into another
corporation (other than a merger with another corporation in which the Company
is a continuing corporation and which does not result in any reclassification
or change of outstanding securities issuable upon exercise of this Warrant), or
any other corporate reorganization in which the Company shall not be the continuing
or surviving entity of such consolidation, merger or reorganization, the Holder
shall have the right to receive, in lieu of each share of stock theretofore
issuable upon exercise of this Warrant, the kind and amount of shares of stock,
other securities, money and property receivable upon such reclassification,
change or merger by a holder of one share of stock.  The provisions of this Section 5.1 shall
similarly apply to successive reclassifications, changes and mergers.


 


5.2                                 Subdivision
or Combination of Warrant Shares.  If the
Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its stock, including without limitation through a reverse
stock split, the Exercise Price shall be proportionately decreased in the case
of a subdivision or increased in the case of a combination.


 


5.3                                 Stock
Dividends.  If the Company at any time while this Warrant
is outstanding and unexpired shall pay a dividend with respect to stock payable
in, or make any other distribution with respect to stock (except any
distribution specifically provided for in the foregoing Sections 5.1 and 5.2)
of, stock, then the Exercise Price shall be adjusted, from and after the date
of determination of stockholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Exercise Price in
effect immediately prior to such date of determination by a fraction (a) the
numerator of which shall be the total number of shares of stock outstanding
immediately prior to such dividend or distribution, and (b) the
denominator of which shall be the total number of shares of stock outstanding
immediately after such dividend or distribution.


 


5.4                                 Adjustment
of Number of Warrant Shares.  Upon each
adjustment in the Exercise Price, the number of shares of stock purchasable
hereunder shall be adjusted, to the nearest whole share, to the product
obtained by multiplying the number of Warrant Shares purchasable immediately
prior to such adjustment in the Exercise Price by a fraction, the numerator of
which shall be the Exercise Price immediately prior to such adjustment and the
denominator of which shall be the Exercise Price immediately thereafter.


 


6.                                     Fractional
Warrant Shares.  No fractional Warrant Shares will be issued in
connection with any exercise hereunder, 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.


 


7.                                     Holder
Representations, Warranties and Covenants.


 


The
Holder hereby represents and warrants to and covenants with the Company as
follows:


 


7.1                                 Authorization. 
The Holder has full power and authority to enter into this Warrant, and
this Warrant constitutes her valid and legally binding obligation, enforceable
in accordance with its terms except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of


 


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creditors’ rights
generally and (b) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies.


 


7.2                                 Investment
Experience.  The Holder represents that she is an “accredited
investor” within the meaning of Rule 501(a) of the Securities Act of
1933, as amended (the “Securities Act”), and has experience in
evaluating and investing in securities of companies similar to the Company so
that she is capable of evaluating the merits and risks of her investment in the
Warrant (together with the Warrant Shares issuable upon exercise of the
Warrant, the “Securities”) and has the capacity to protect her own
interests.


 


7.3                                 Acquired
Entirely for Own Account.  This Warrant
is issued to the Holder in reliance upon the Holder’s representation to the
Company, which by the Holder’s execution of this Warrant the Holder hereby
confirms, that the Securities to be received by the Holder will be acquired for
investment for the Holder’s own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the
Holder has no present intention of selling, granting any participation in, or
otherwise distributing the same.  The
Holder further represents that she does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations, to such person or to any third person, with respect to the
Securities.


 


7.4                                 Restricted
Securities.  The Holder 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
such Securities may be resold without registration under the Securities Act only
in certain limited circumstances.  In
this connection, the Holder represents that she is familiar with Rule 144,
as presently in effect, and understands the resale limitations imposed thereby
and by the Securities Act.  The Holder
must bear the economic risk of this investment indefinitely unless the
Securities are registered pursuant to the Securities Act or an exemption from
registration is available.  The Holder
understands that the Company has no present intention of registering the
Securities.  The Holder also understands
that there is no assurance that any exemption from registration under the
Securities Act will be available and that, even if available, such exemption
may not allow the Holder to transfer all or any portion of the Securities under
the circumstances, in the amounts or at the times the Holder might propose.


 


7.5                                 No Public
Market.  The Holder understands that no public market
now exists for any of the securities issued by the Company, and that the
Company has made no assurances that a public market will ever exist for the
Securities.


 


7.6                                 Disclosure
of Information.  The Holder has conducted the due diligence
she determined in her sole judgment was necessary or appropriate and has
received all the information she considers necessary or appropriate for
deciding whether to acquire the Securities. 
The Holder has received and reviewed information about the Company and
has had an opportunity to discuss the Company’s business, management and
financial affairs with its management. 
The Holder understands and acknowledges that such discussions, as well
as any written information issued by the Company, (a) were intended to
describe the aspects of the Company’s business which the Company believes to be
material, but were not necessarily an exhaustive description, and (b) may
have contained forward-looking statements involving known


 


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and unknown risks and
uncertainties which may cause the Company’s actual results in future periods or
plans for future periods to differ materially from what was anticipated and
that no representations or warranties were or are being made with respect to
any such forward-looking statements or the probability of achieving any of the
results projected in any of such forward-looking statements.


 


7.7                                 Market
Standoff.  The Holder agrees, if requested by the
Company in connection with the Company’s initial public offering, not to sell
or otherwise transfer or dispose of any Common Stock (or other securities) of
the Company held by the Holder during a period of time determined by the
Company and its underwriters (not to exceed one hundred eighty (180) days
following the effective date of the registration statement of the Company filed
under the Securities Act relating to such initial public offering, but subject
to extension as may be required to comply with Rule 2711 of the National
Association of Securities Dealers, Inc. (or any successor rule thereto)).  The Holder agrees to execute and deliver such
other agreements as may be reasonably requested by the Company or the
underwriters in connection with the Company’s initial public offering which are
consistent with the foregoing and which are necessary to give further effect
thereto.  The underwriters in connection
with the Company’s initial public offering are intended third party
beneficiaries of this Section 7.7 and shall have the right, power and
authority to enforce the provisions hereof as though they were a party
hereto.  In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Common Stock (or other securities) of the Company held by the
Holder until the end of such period.


 


7.8                                 Residence. 
The Holder’s principal residence is in
the state identified in the address of the Holder set forth beneath her
signature hereto.


 


7.9                                 Legends. 
The Holder understands that the Securities, and any securities issued in
respect thereof or exchange therefor, may bear one or all of the following
legends:


 


(a)                                  “THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS 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
DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
OR QUALIFICATION RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS.”


 


(b)                                 Any
legend required by the blue sky laws of any state to the extent such laws are
applicable to the securities represented by the certificate or other document
so legended.


 


(c)                                  Any
legend required by the Company’s bylaws.


 


7.10                           Representations
on Exercise.  Upon exercise of this Warrant and as a
condition thereof, the Holder hereof shall confirm in writing, in a form of Attachment
A, that the


 


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representations and
warranties in Section 7 are true and correct as of the date of
exercise.  In addition, the Holder shall
provide such additional information regarding such Holder’s financial and
investment background, as the Company may reasonably request, as is relevant
for purposes of determining the Holder’s suitability with respect to a purchase
of the Warrant Shares.


 


7.11                           Transferability
of Warrant.  Neither this Warrant nor the Warrant Shares
issuable upon exercise thereof shall be transferred or assigned in whole or in
part unless (a) the Holder 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, (b) the transferee
has agreed in writing for the benefit of the Company to be bound by the
provisions of this Warrant and (c):


 


(i)                                     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


 


(ii)                                  The Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration of such shares under the
Securities Act.


 


8.                                     Rights of
Stockholders.
 No Holder of this Warrant shall be
entitled to vote or receive dividends or be deemed the holder of stock or any
other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until this Warrant has been exercised and the
Warrant Shares shall have become deliverable, as provided herein.


 


9.                                     Governing
Law.  The terms and conditions of this Warrant
shall be governed by and construed in accordance with Delaware law, without
giving effect to principles of conflicts of law.


 


10.                               Notices. 
Any notice required or permitted under this Warrant shall be given in
writing and shall be deemed to have been adequately given if (a) delivered
in person (in a manner through which delivery may be verified), (b) sent
by nationally recognized overnight delivery service or (c) mailed,
certified mail, return receipt requested, to the party to be notified at the
address indicated beneath its signature hereto, or at such other address as
such party may designate by ten (10) days’ advance written notice to the
other party.


 


11.                               Amendments
and Waivers.  Any term of this Warrant may be amended or
waived with the written consent of the Company and the Holder.


 


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12.                               Counterparts. 
This Warrant may be executed in two or more counterparts, and
counterparts by facsimile or PDF e-mail, all of which taken together shall
constitute one and the same instrument.


 


[Remainder of page intentionally left
blank]


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Warrant or caused this Warrant
to be duly executed on its behalf by its officer thereunto duly authorized, as
of the day and year first above written.


 


 


	
   

  	
  THE
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  OPENTABLE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas H. Layton

  
	
   

  	
   

  	
  Thomas H. Layton

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  799 Market Street, 4th Floor

  
	
   

  	
  San Francisco, CA 94103

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE HOLDER:

  
	
   

  	
   

  
	
   

  	
  DEBORAH MEREDITH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Deborah Meredith

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address: 

  	
   

  
	
   

  	
   

  	
   

  
				



 


 


SIGNATURE PAGE TO COMMON STOCK PURCHASE
WARRANT


 

















 


ATTACHMENT A


 


NOTICE OF EXERCISE


 


TO:                            OpenTable, Inc.


 


1.                                     The
undersigned hereby elects to purchase
                        
shares of Common Stock of OpenTable, Inc. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price of such
shares in full, together with all applicable transfer taxes, if any.


 


1.                                     The
undersigned hereby elects to convert the attached Warrant into Warrant Shares
in the manner specified in Section 3 of the Warrant.  This conversion is exercised with respect to
                                              
of the shares covered by the Warrant.


 


[Strike
paragraph above that does not apply.]


 


2.                                     Please
issue a certificate or certificates representing said shares of stock in the
name of the undersigned or in such other name as is specified below:


 


	
  Name:

  	
   

  	
   

  
	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


3.                                     The
undersigned represents that the aforesaid shares of stock are being acquired
for the account of the undersigned for investment and not with a view to, or
for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.  In support thereof, the undersigned hereby
represents and warrants to the Company that the representations and warranties
contained in Section 7 of the Warrant are true and correct as of the date
of exercise.


 


 


	
   

  	
   

  
	
   

  	
  WARRANTHOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


 


Common Stock Purchase Warrant Notice of Exercise