NAVISITE INC
WARRANT TO PURCHASE STOCK
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>b49340niexv10w3.txt
<DESCRIPTION>WARRANT TO PURCHASE STOCK
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.

                            WARRANT TO PURCHASE STOCK

Issuer: NaviSite, Inc., a Delaware corporation
Number of Shares: 50,000, subject to adjustment
Class of Stock: Common Stock, $0.01 par value per share
Exercise Price: $5.75, subject to adjustment
Issue Date: January 30, 2004
Expiration Date: September 1, 2009

         FOR THE AGREED UPON VALUE of $1.00, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
this Warrant is issued to SILICON VALLEY BANK (together with its successors and
permitted assigns, "Holder") by NaviSite, Inc., a Delaware corporation (the
"Company").

         Subject to the terms and conditions hereinafter set forth, the Holder
is entitled upon surrender of this Warrant and the duly executed Notice of
Exercise form annexed hereto as Appendix 1 ("Notice of Exercise"), at the
principal office of the Company, 400 Minuteman Road, Andover, Massachusetts
01810 or such other office as the Company shall notify the Holder of in writing,
to purchase from the Company Fifty Thousand (50,000) fully paid and
non-assessable shares (the "Shares") of the Company's common stock, $0.01 par
value per share ("Common Stock") at a purchase price per Share of $5.75 (the
"Exercise Price"). This Warrant may be exercised in whole or in part at time and
from time to time on or after September 1, 2004 until 5:00 PM, Eastern time, on
the Expiration Date, and shall be void thereafter; notwithstanding the
foregoing, this Warrant may be exercised in whole or in part immediately upon
and after an Acquisition (as defined below) until 5:00 PM, Eastern time, on the
Expiration Date. Until such time as this Warrant is exercised in full or
expires, the Exercise Price and the Shares are subject to adjustment from time
to time as hereinafter provided.

ARTICLE 1. EXERCISE.

                  1.1      Method of Exercise. Holder may exercise this Warrant
by delivering a duly executed Notice of Exercise to the principal office of the
Company. Unless Holder is exercising the conversion right set forth in Section
1.2, Holder shall also deliver to the Company a check for the aggregate Exercise
Price for the Shares being purchased.

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                  1.2      Conversion Right. In lieu of exercising this Warrant
as specified in Section 1.1, Holder may from time to time convert this Warrant
(by surrendering this Warrant, and delivering a duly executed Notice of
Exercise, to the principal office of the Company), in whole or in part, into a
number of Shares determined as follows:

                                    X = Y (A-B)/A

         where:

                                    X = the number of Shares to be issued to the
                                    Holder.

                                    Y = the number of Shares with respect to
                                    which this Warrant is being exercised.

                                    A = the Fair Market Value (as determined
                                    pursuant to Section 1.3 below) of one Share.

                                    B = the Exercise Price.

                  1.3      Fair Market Value.

                           1.3.1    If shares of Common Stock are traded on a
nationally recognized securities exchange, inter-dealer quotation system or over
the counter market, the fair market value of one Share shall be the closing
price of a share of Common Stock reported for the business day immediately
preceding the date of Holder's Notice of Exercise to the Company.

                           1.3.2    If shares of Common Stock are not traded on
a nationally recognized securities exchange or over the counter market, the
Board of Directors of the Company shall determine the fair market value of a
share of Common Stock in its reasonable good faith judgment.

                  1.4      Delivery of Certificate and New Warrant. Promptly
after Holder exercises or converts this Warrant, the Company shall deliver to
Holder certificates for the Shares acquired and, if this Warrant has not been
fully exercised or converted and has not expired, a new Warrant representing the
right to purchase the Shares not so acquired.

                  1.5      Replacement of Warrants. On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, on
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of mutilation, on surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver, in lieu of this
Warrant, a new warrant of like tenor.

                  1.6      Assumption on Sale, Merger, or Consolidation of the
Company.

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                           1.6.1.   "Acquisition". For the purpose of this
Warrant, "Acquisition" means any sale, transfer, or other disposition of all or
substantially all of the assets of the Company, or any acquisition,
reorganization, consolidation or merger of the Company where the holders of the
Company's outstanding voting equity securities immediately prior to the
transaction beneficially own less than a majority of the outstanding voting
equity securities of the surviving or successor entity immediately following the
transaction.

                           1.6.2.   In connection with, and upon the closing of,
any Acquisition (other than an Acquisition in which the consideration received
by the Company's stockholders consists solely of cash), and as a condition
precedent thereto, the successor or surviving entity shall assume the
obligations of this Warrant, and this Warrant thereafter shall be exercisable
for the same kind and amount of securities and other property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant as if such Shares were outstanding on the record date for the
Acquisition and subsequent closing. The Exercise Price shall be adjusted such
that the product of (i) the Exercise Price in effect immediately prior to the
closing of such Acquisition, and (ii) the number of Shares then issuable upon
exercise of this Warrant, equals the product of (i) the number of shares or
other securities or property for which this Warrant shall be exercisable
immediately following the closing of such Acquisition, and (ii) the Exercise
Price in effect immediately following the closing of such Acquisition, and the
Exercise Price and number and class of Shares shall continue to be subject to
adjustment from time to time in accordance with the provisions hereof.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

                  2.1      Stock Dividends, Splits, Etc. If the Company declares
or pays a dividend on the outstanding shares of Common Stock, payable in Common
Stock or other securities, or subdivides the outstanding Common Stock into a
greater amount of Common Stock, then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without cost to Holder, the total number
and kind of securities to which Holder would have been entitled had Holder owned
the Shares of record as of the date the dividend or subdivision occurred.

                  2.2      Reclassification, Exchange or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in a
change of the number and/or class of the securities issuable upon exercise or
conversion of this Warrant, Holder shall be entitled to receive, upon exercise
or conversion of this Warrant, the number and kind of securities and property
that Holder would have received for the Shares if this Warrant had been
exercised immediately before such reclassification, exchange, substitution, or
other event. The Company or its successor shall promptly issue to Holder a new
Warrant for such new securities or other property. The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 2 including, without limitation,
adjustments to the Exercise Price and to the number of securities or property
issuable upon

                                      -3-
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exercise of the new Warrant. The provisions of this Section 2.2 shall similarly
apply to successive reclassifications, exchanges, substitutions, or other
events.

                  2.3      Adjustments for Combinations, Etc. If the outstanding
shares of Common Stock are combined or consolidated, by reclassification or
otherwise, into a lesser number of shares, the Exercise Price shall be
proportionately increased and the number of Shares shall be proportionately
decreased.

                  2.4      No Impairment. The Company shall not, by amendment of
its Certificate of Incorporation or by-laws, or through a reorganization,
transfer of assets, consolidation, merger, dissolution, issue, or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed under this
Warrant by the Company, but shall at all times in good faith assist in carrying
out of all the provisions of this Article 2 and in taking all such action as may
be necessary or appropriate to protect Holder's rights under this Article
against impairment.

                  2.5      Fractional Shares. No fractional Shares shall be
issuable upon exercise or conversion of the Warrant and the number of Shares to
be issued shall be rounded down to the nearest whole Share. If a fractional
Share interest arises upon any exercise or conversion of this Warrant, the
Company shall eliminate such fractional Share interest by paying Holder an
amount computed by multiplying such fractional interest by the Fair Market Value
(determined in accordance with Section 1.3 above) of one Share.

                  2.6      Certificate as to Adjustments. Upon each adjustment
of the Exercise Price, number of Shares or class of security for which this
Warrant is exercisable, the Company at its expense shall promptly compute such
adjustment, and furnish Holder with a certificate of the Company's chief
financial officer setting forth such adjustment and the facts upon which such
adjustment is based. The Company shall, upon written request, furnish Holder a
certificate setting forth the Exercise Price, number of Shares and class of
security for which this Warrant is exercisable in effect upon the date thereof
and the series of adjustments leading to such Exercise Price, number of Shares
and class of security.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

                  3.1      Representations and Warranties. The Company hereby
represents and warrants to the Holder as follows:

                           (a)      All Shares which may be issued upon the due
exercise of this Warrant shall, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable
federal and state securities laws.

                                      -4-
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                           (b)      The Company covenants that it shall at all
times cause to be reserved and kept available out of its authorized and unissued
shares such number of shares of its Common Stock and other securities as will be
sufficient to permit the exercise in full of this Warrant and the conversion or
exchange of such Common Stock into or for such other securities.

                  3.2      Notice of Certain Events. If the Company proposes at
any time (a) to declare any dividend or distribution upon any of its Common
Stock, whether in cash, property, stock, or other securities and whether or not
a regular cash dividend; (b) to offer for subscription pro rata to the holders
of Common Stock any additional shares of stock of any class or series or other
rights; (c) to effect any reclassification or recapitalization of any of its
Common Stock; or (d) to merge or consolidate with or into any other corporation,
or sell, lease, or convey all or substantially all of its assets, or to
liquidate, dissolve or wind up, then, in connection with each such event, the
Company shall give Holder (1) at least 10 days prior written notice of the date
on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of securities of the
Company shall be entitled to receive such dividend, distribution or rights) or
for determining rights to vote, if any, in respect of the matters referred to in
(c) and (d) above; and (2) in the case of the matters referred to in (c) and (d)
above at least 10 days prior written notice of the date when the same will take
place (and specifying the date on which the holders of securities of the Company
will be entitled to exchange their securities of the Company for securities or
other property deliverable upon the occurrence of such event).

                  3.3      Registration Under Securities Act of 1933, as
amended. The Shares issued and issuable hereunder shall have certain incidental
or "piggyback" registration rights pursuant to, and as set forth in, that
certain Registration Rights Agreement of even date herewith between the Company
and Holder. The Company represents and warrants to Holder that the Company's
foregoing grant of registration rights and its execution, delivery and
performance of the aforementioned Registration Rights Agreement (a) have been
duly authorized by all necessary corporate action of the Company's Board of
Directors and shareholders, (b) will not violate the Certificate or the
Company's by-laws, each as amended, (c) will not violate or cause a breach or
default (or an event which with the passage of time or the giving of notice or
both, would constitute a breach or default) under any agreement, instrument,
mortgage, deed of trust or other arrangement to which the Company is a party or
by which it or any of its assets is subject or bound, and (d) do not require the
approval, consent or waiver of or by any shareholder, registration rights holder
or other third party which approval, consent or waiver has not been obtained as
of the date of issuance of this Warrant.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE HOLDER.

                  4.1      Purchase for Own Account. This Warrant and the Shares
to be acquired upon exercise hereof will be acquired for investment for Holder's
account, not as nominee or agent, and not with a view to sale or distribution in
violation of applicable federal and state

                                      -5-
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securities laws; provided that, for regulatory reasons, Silicon Valley Bank will
transfer this Warrant to its parent corporation, Silicon Valley Bancshares,
promptly following issuance hereof.

                  4.2      Investment Experience. Holder understands that the
purchase of this Warrant and the Shares covered hereby involves substantial
risk. Holder (a) has experience as an investor in unregistered securities, (b)
has sufficient knowledge and experience in financial and business affairs that
it evaluate the risks and merits of its investment in this Warrant and the
Shares, and (c) can bear the economic risk of such Holder's investment in this
Warrant and the Shares.

                  4.3      Accredited Investor. Holder is an "accredited
investor" as such term is defined in Regulation D under the Securities Act of
1933, as amended.

ARTICLE 5. MISCELLANEOUS.

                  5.1      Automatic Conversion upon Expiration. In the event
that, upon the Expiration Date, the Fair Market Value of one Share (or other
security issuable upon the exercise hereof) as determined in accordance with
Section 1.3 above is greater than the Exercise Price in effect on such date,
then this Warrant shall automatically be deemed on and as of such date to be
converted pursuant to Section 1.2 above as to all Shares (or such other
securities) for which it shall not previously have been exercised or converted,
and the Company shall promptly deliver a certificate representing the Shares (or
such other securities) issued upon such conversion to the Holder.

                  5.2      Legends. This Warrant and the Shares shall be
imprinted with a legend in substantially the following form:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED
         OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF
         UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 OF THAT CERTAIN
         WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO SILICON VALLEY BANK
         DATED AS OF JANUARY 30, 2004, AN OPINION OF COUNSEL REASONABLY
         SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS
         NOT REQUIRED.

                  5.3      Compliance with Securities Laws on Transfer. This
Warrant and the Shares may not be transferred or assigned in whole or in part
without compliance with applicable federal and state securities laws by the
transferor and the transferee (including, without limitation, the delivery of
investment representation letters and legal opinions reasonably satisfactory to
the Company, as reasonably requested by the Company). The Company shall not

                                      -6-
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require Holder to provide an opinion of counsel if the transfer is to Silicon
Valley Bancshares or other affiliate of Holder.

                  5.4      Transfer Procedure. Following its receipt of this
executed Warrant, Silicon Valley Bank will transfer same in whole or in part to
its parent corporation Silicon Valley Bancshares, and thereafter Holder and/or
Silicon Valley Bancshares may, subject to Section 5.3 above, transfer all or
part of this Warrant and/or the Shares at any time and from time to time by
giving the Company notice of the portion of the Warrant and/or Shares being
transferred setting forth the name, address and taxpayer identification number
of the transferee and surrendering this Warrant to the Company for reissuance to
the transferee(s) (and Holder if applicable); provided, that without the
Company's prior written consent, this Warrant may not be assigned or transferred
to any person or entity that is not a financial institution or holding company
for a financial institution.

                  5.5      Notices. All notices and other communications from
the Company to the Holder, or vice versa, shall be deemed delivered and
effective when given personally, or mailed by first-class registered or
certified mail, postage prepaid, or sent via reputable overnight courier
service, fee prepaid, at such address as may have been furnished to the Company
or the Holder, as the case may be, in writing by the Company or such holder from
time to time, but in all cases, unless instructed in writing otherwise, the
Company shall deliver a copy of all notices to Holder to Silicon Valley Bank,
Treasury Department, 3003 Tasman Drive, HA-200, Santa Clara, California 95054.

                  5.6      Waiver. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.

                  5.7      Attorneys Fees. In the event of any dispute between
the parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party all
costs incurred in such dispute, including reasonable attorneys' fees.

                  5.8      Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts,
without giving effect to its principles regarding conflicts of law.

                  5.9      No Rights as a Shareholder. Except as specifically
provided in this Warrant, Holder shall have no rights as a shareholder of the
Company in respect of the Shares issuable hereunder unless and until Holder
exercises this Warrant as to all or any of such Shares.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

                                      -7-
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         IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase
Stock to be executed as an instrument under seal by its duly authorized
representative as of the date first above written.

ATTEST:                                           "COMPANY"

                                                  NAVISITE, INC.

By: /s/ Amyn Kassim-Lakha                         By: /s/ Jim Pluntze
    ---------------------------                       -------------------------
Name: Amyn Kassim-Lakha                           Name: Jim Pluntze
Title: Director - Business Development            Title: CFO

                                      -8-
<PAGE>

                                   APPENDIX 1

                               NOTICE OF EXERCISE

         1.       The undersigned hereby elects to purchase _______shares of the
____________ stock of __________________ pursuant to Section 1.1 of the attached
Warrant, and tenders herewith payment of the Exercise Price of such shares in
full.

         1.       The undersigned hereby elects to convert the attached Warrant
into Shares in the manner specified in Section 1.2 of the attached Warrant. This
conversion is exercised with respect to ____________ of shares of the
________________________ Stock of ___________________.

         [Strike paragraph that does not apply.]

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

                           ___________________________________________
                                    (Name)

                           ___________________________________________

                           ___________________________________________
                                    (Address)

         3.       The undersigned represents it is acquiring the shares solely
for its own account and not as a nominee for any other party and not with a view
toward the resale or distribution thereof except in compliance with applicable
securities laws.

                                                ________________________________
                                                        (Signature)

________________________
         (Date)

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