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EXHIBIT 4.2
▇▇▇▇▇▇▇▇.▇▇▇, INC.
REGISTRATION RIGHTS AGREEMENT
______________ __, 1999
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TABLE OF CONTENTS
PAGE
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1. Registration Rights..................................................... 1
1.1 Definitions....................................................... 1
1.2 Shelf Registration................................................ 2
1.3 Obligations of the Company........................................ 3
1.4 Furnish Information............................................... 4
1.5 Expenses of Shelf Registration.................................... 4
1.6 Underwriting Requirements......................................... 4
1.7 Delay of Registration............................................. 4
1.8 Indemnification................................................... 5
1.9 Reports Under Securities Exchange Act of 1934..................... 7
1.10 Assignment of Registration Rights................................. 7
1.11 Limitations on Registration Rights................................ 8
1.12 Consent and Waiver of Prior Investors and Management Holders...... 8
2. Miscellaneous........................................................... 8
2.1 Successors and Assigns............................................. 8
2.2 Governing Law...................................................... 8
2.3 Counterparts....................................................... 9
2.4 Titles and Subtitles............................................... 9
2.5 Notices............................................................ 9
2.6 Expenses........................................................... 9
2.7 Amendments and Waivers............................................. 9
2.8 Severability....................................................... 9
2.9 Aggregation of Stock............................................... 9
2.10 Entire Agreement................................................... 9
Schedule A Schedule of Investors
Schedule B Schedule of Prior Investors
Schedule C Schedule of Management Holders
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made as of __________ __, 1999, by
and between ▇▇▇▇▇▇▇▇.▇▇▇, Inc. (formerly, Computer Literacy, Inc.), a Delaware
corporation (the "Company"), the investors listed on Schedule A hereto, each of
which is herein referred to as an "Investor," the investors listed on Schedule B
hereto, each of which is herein referred to as a "Prior Investor" and the
management holders set forth in Schedule C hereto (the "Management Holders").
RECITALS
WHEREAS, the Company, certain of the Prior Investors and the Management
Holders are parties to that certain Amended and Restated Investors' Rights
Agreement dated May 22, 1998 (the "Prior Agreement"),
WHEREAS, the Investors and the Company are parties to the Amended and
Restated Common Stock and Warrant Purchase Agreement dated October 25, 1999 (the
"Purchase Agreement"), and certain of the Company's and such Investors'
obligations under which are conditioned upon the execution and delivery of this
Agreement; and
WHEREAS, in order to induce the Investors to enter into the Purchase
Agreement, the Prior Investors, the Management Holders and the Company wish to
confirm that the rights granted to the Investors under this Agreement shall not
be impacted by the rights granted to the Prior Investors and the Management
Holders in the Prior Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereto further agree as follows:
1. Registration Rights. The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Section 1:
(a) The term "Act" means the Securities Act of 1933, as amended.
(b) The term "Form S-3" means such form under the Act as in effect on the
date hereof or any registration form under the Act subsequently adopted by the
SEC which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.
(c) The term "Holder" means any person owning or having the right to
acquire Registrable Securities or any assignee thereof in accordance with
Section 1.10 hereof.
(d) The term "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.
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(e) The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document.
(f) The term "Registrable Securities" means (i) the Common Stock sold
pursuant to the Investors pursuant to the Purchase Agreement, (ii) the Common
Stock issuable upon exercise of the warrants sold to the Investors pursuant to
the Purchase Agreement and (iii) any Common Stock of the Company issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of the shares referenced in (i), and (ii) above,
excluding in all cases, however, any Registrable Securities sold by a person in
a transaction in which his rights under this Section 1 are not assigned.
(g) The number of shares of "Registrable Securities then outstanding"
shall be determined by the number of shares of Common Stock outstanding and the
number of shares of Common Stock issuable pursuant to then exercisable
securities, both of which are Registrable Securities under this Agreement.
(h) The term "SEC" shall mean the Securities and Exchange Commission.
1.2 Shelf Registration.
(a) The Company shall prepare and file with the SEC, as soon as
practicable but in any event on or prior to December 31, 1999, a registration
statement for an offering to be made on a continuous basis pursuant to Rule 415
of the Securities Act (a "Shelf Registration") registering the resale from time
to time by Holders thereof of all of the Registrable Securities. The Shelf
Registration shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by the Holders in the
manner or manners designated by them (including, without limitation, one or more
underwritten offerings). The Company shall use reasonable efforts to cause the
Shelf Registration to be declared effective under the Securities Act as soon as
practicable and to keep the Shelf Registration continuously effective under the
Securities Act until the second anniversary of the closing under the Purchase
Agreement.
(b) If the Shelf Registration ceases to be effective for any reason as a
result of the issuance of a stop order by the SEC at any time, the Company shall
use reasonable efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within thirty (30) days of
such cessation of effectiveness amend the Shelf Registration in a manner
reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof.
(c) The Company shall supplement and amend the Shelf Registration if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration, if required
by the Securities Act.
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(d) Notwithstanding the foregoing, if the Company shall furnish to the
Holders, a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith judgment of the Board of Directors of the
Company, it is advisable to suspend use of the Registration Statement and
prospectus for a discrete period of time due to pending material corporate
developments or similar material events that have not yet been publicly
disclosed and as to which the Company believes public disclosure will be
prejudicial to the Company, then the Company may suspend sales of Registrable
Securities under the Shelf Registration. The Company will use reasonable efforts
to ensure that the use of the prospectus may be resumed, as soon as practicable
and, in the case of a pending development or event referred to above, as soon as
the earlier of (x) public disclosure of such pending material corporate
development or similar material event or (y) in the judgment of the Company,
public disclosure of such material corporate development or similar material
event would not be prejudicial to the Company. Notwithstanding any other
provision in this Agreement, the Company shall not under any circumstances be
entitled to exercise its right under this Section 1.2(d) to suspend the
effectiveness of the Registration Statement for a period in excess of an
aggregate of 90 days in any 12 month period.
1.3 Obligations of the Company. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use its best efforts to cause such registration
statement to become effective.
(b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders; provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
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(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
(g) Cause all such Registrable Securities registered pursuant hereunder to
be listed on each securities exchange on which similar securities issued by the
Company are then listed.
(h) Provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.
1.4 Furnish Information.
(a) It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Section 1 with respect to the Registrable
Securities of any selling Holder that such Holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it, and
the intended method of disposition of such securities as shall be required to
effect the registration of such Holder's Registrable Securities.
1.5 Expenses of Shelf Registration. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 1.2, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company (including fees and disbursements
of counsel for the Company in its capacity as counsel to the selling Holders
hereunder; if Company counsel does not make itself available for this purpose,
the Company will pay the reasonable fees and disbursements of one counsel for
the selling Holders) shall be borne by the Company.
1.6 Underwriting Requirements. In connection with any offering involving an
underwriting of shares of the Company's capital stock, the Company shall not be
required to include any of the Holders' securities in such underwriting unless
they accept the terms of the underwriting as agreed upon between the Company and
the underwriters selected by it (or by other persons entitled to select the
underwriters).
1.7 Delay of Registration. No Holder shall have any right to obtain or seek
an injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Section 1.
1.8 Indemnification. In the event any Registrable Securities are included
in a registration statement under this Section 1:
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(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, the officers and directors of each Holder, any underwriter
(as defined in the Act) for such Holder and each person, if any, who controls
such Holder or underwriter within the meaning of the Act or the 1934 Act,
against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Act, the 1934 Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the Act, the 1934 Act
or any state securities law; and the Company will pay to each such Holder,
officer, director, underwriter or controlling person, as incurred, any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subsection 1.8(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder, officer, director,
underwriter or controlling person. In addition, the Company will indemnify and
hold harmless each Investor, the officers and directors of each Investor and
each person, if any, who controls such Investor, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon claims brought by third parties
(including stockholders of the Company) against the Investors in connection with
the transactions contemplated by the Purchase Agreement.
(b) To the extent permitted by law, each selling Holder will indemnify and
hold harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the Company
within the meaning of the Act, any underwriter, any other Holder selling
securities in such registration statement, any of such Holder's officers and
directors and any controlling person of any such underwriter or other Holder,
against any losses, claims, damages, or liabilities (joint or several) to which
any of the foregoing persons may become subject, under the Act, the 1934 Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration;
and each such Holder will pay any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this subsection 1.8(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this
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subsection 1.8(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; provided, that, in no event shall any indemnity under this subsection
1.8(b) exceed the gross proceeds from the offering received by such Holder.
(c) Promptly after receipt by an indemnified party under this Section 1.8
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 1.8, deliver to the indemnifying party
a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 1.8, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.8.
(d) If the indemnification provided for in this Section 1.8 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.
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(f) The obligations of the Company and Holders under this Section 1.8
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.
1.9 Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holders the benefits of Rule 144 promulgated under the Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration or pursuant to
a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times;
(b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the 1934 Act; and
(c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Act and the 1934 Act, or that it qualifies
as a registrant whose securities may be resold pursuant to Form S-3 (at any time
after it so qualifies), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.
1.10 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 1 may be assigned (but
only with all related obligations) by a Holder to (A) any partner or retired
partner of any Investor which is a partnership (including partners that are
limited liability companies or partnerships and their respective members or
partners), (B) any member of former member of any Investor which is a limited
liability company, (C) any family member or trust for the benefit of any
individual Investor, or (D) any transferee who acquires at least 10,000 shares
(as adjusted for stock splits, stock dividends, recapitalizations and the like)
of Registrable Securities, provided: (i) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; (ii) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Agreement, including without limitation the provisions of Section 1.12 below;
and (iii) such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee or
assignee is restricted under the Act.
1.11 Limitations on Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of the
Holders of seventy percent (70%) of the outstanding Registrable Securities,
enter into any agreement with any holder or prospective holder of any securities
of the Company which would allow such holder
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or prospective holder to include such securities in any registration filed
under Section 1.2 hereof, unless under the terms of such agreement, such holder
or prospective holder may include such securities in any registration under such
Section only to the extent that the inclusion of his securities will not reduce
the amount of the Registrable Securities of the Holders which is included.
1.12 Consent and Waiver of Prior Investors and Management Holders. By
signing this Agreement, the Prior Investors and the Management Holders hereby
waive for themselves and all other parties to the Prior Agreement, any and all
rights they may have under the Prior Agreement, or otherwise, to include shares
of common stock in registrations effected pursuant to Section 1.2 of this
Agreement unless the inclusion of such securities in such registrations will not
reduce the amount of the Registrable Securities of the Holders that is included
in such registrations. In addition, by signing this Agreement, the Prior
Investors and the Management Holders hereby amend the Prior Agreement for the
sole purpose of (i) including the Investors set forth on Schedule A hereto as
parties to the Prior Agreement and (ii) amending the definition of "Registrable
Securities" in the Prior Agreement to include all of the shares of common stock
purchased by the Investors under the Purchase Agreement. Accordingly, following
execution and delivery of this Agreement, the Investors set forth on Schedule A
hereto shall for all purposes be deemed "Investors" under the Prior Agreement
and shall be entitled to all rights and obligations of "Investors" under the
Prior Agreement as though they were original signatories thereto.
2. Miscellaneous.
2.1 Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including transferees
of any shares of Registrable Securities). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
2.2 Governing Law. This Agreement shall be governed by and construed under
the laws of the State of California as applied to agreements among California
residents entered into and to be performed entirely within California.
2.3 Counterparts. This 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.
2.4 Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
2.5 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon
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personal delivery to the party to be notified, upon confirmed facsimile
transmission to the party to be notified, or upon deposit with the United States
Post Office, by registered or certified mail, postage prepaid and addressed to
the party to be notified at the address indicated for such party on the
signature page hereof, or at such other address as such party may designate by
ten (10) days' advance written notice to the other parties.
2.6 Expenses. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.
2.7 Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the holders of seventy percent (70%) of
the Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities and the Company.
2.8 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
2.9 Aggregation of Stock. All shares of Registrable Securities held or
acquired by affiliated entities or persons shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.
2.10 Entire Agreement. This Agreement and the Prior Agreement (including
the Schedules thereto) constitute the full and entire understanding and
agreement between the parties with regard to the subject hereof and thereof.
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
COMPANY:
▇▇▇▇▇▇▇▇.▇▇▇, INC.
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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INVESTORS:
VULCAN VENTURES INCORPORATED
By:
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Name:
----------------------------------
Title:
---------------------------------
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
HIGHLAND CAPITAL PARTNERS IV
LIMITED PARTNERSHIP
By: Highland Management Partners IV LLC
By:
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Name:
Managing Member
Title:
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
HIGHLAND ENTREPRENEURS' FUND IV
LIMITED PARTNERSHIP
By: Highland Entrepreneurs' Fund IV LLC
By:
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Name:
Managing Member
Title:
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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PRIOR INVESTORS:
SIERRA VENTURES V, LP
By:
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Its:
-----------------------------------
By:
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Its:
-----------------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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PRIOR INVESTORS:
TRINITY VENTURES V, LP
By:
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Its:
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By:
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Its:
-----------------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
TRINITY VENTURES SIDE-BY-SIDE
FUND V, LP
By:
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Its:
-----------------------------------
By:
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Its:
-----------------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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PRIOR INVESTORS:
APV TECHNOLOGY PARTNERS, L.P.
By: APV Management Co., LLC
Its: Managing General Partner
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing Member
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
APV TECHNOLOGY PARTNERS, L.P.
By: APV Management Co., LLC
Its: Managing General Partner
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing Member
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
APV TECHNOLOGY PARTNERS, L.P.
By: APV Management Co., LLC
Its: Managing General Partner
By:
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing Member
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
17
PRIOR INVESTORS:
▇▇▇▇ ▇▇▇
By:
----------------------------------------
Address: c/o Stanford University
Geophysics Department
▇▇▇▇▇▇▇▇ 317
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
18
PRIOR INVESTORS:
▇▇▇▇▇▇▇ CAPITAL SBIC, L.P.
By: ----------------------------------------
Its
------------------------------------
By:
----------------------------------------
Its
------------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ CAPITAL PARTNERS II
(BERMUDA), L.P.
By: ----------------------------------------
Its
------------------------------------
By:
----------------------------------------
Its
------------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ CAPITAL PARTNERS II, L.P.
By: ----------------------------------------
Its
------------------------------------
By:
----------------------------------------
Its
------------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
19
PRIOR INVESTORS:
VULCAN VENTURES INCORPORATED
By:
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
20
PRIOR INVESTORS:
UNTERBERG HARRIS PRIVATE EQUITY
PARTNERS, LP
By:
----------------------------------------
Its:
-----------------------------------
Address: ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
UNTERBERG HARRIS PRIVATE EQUITY
PARTNERS, CV
By:
----------------------------------------
Its:
-----------------------------------
Address: ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇▇, TOWBIN 401K PROFIT
SHARING PLAN FBO ▇▇▇▇▇▇ ▇▇▇▇
By:
----------------------------------------
Its:
-----------------------------------
Address: ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇▇, TOWBIN 401K PROFIT
SHARING PLAN FBO ▇▇▇▇▇ ▇▇▇▇▇▇▇
By:
----------------------------------------
Its:
-----------------------------------
Address: ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇
▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
22
PRIOR INVESTORS:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By:
----------------------------------------
Address: ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
By:
----------------------------------------
Address: ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By:
----------------------------------------
Address: ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
23
MANAGEMENT HOLDERS:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By:
----------------------------------------
Address: c/o ▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇
By:
----------------------------------------
Address: c/o ▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
24
SCHEDULE A
Schedule of Investors
Vulcan Ventures Incorporated
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Highland Capital Partners IV
Limited Partnership
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Two International Place
Boston, MA 02110
Highland Entrepreneurs' Fund IV
Limited Partnership
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
25
SCHEDULE B
Schedule of Prior Investors
Vulcan Ventures
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇, Towbin LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. Stanford University Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Geophysics Department ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sierra Ventures V, ▇▇ ▇▇▇▇▇ Family Partners, ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Private Equity Partners,
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇ L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Trinity Ventures V, LP J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Unterberg Harris Private Equity Partners,
Attn: ▇▇▇ ▇▇▇▇▇▇▇ c/o NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities C.V.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Trinity Side-By-Side Fund V, LP ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇ c/o Summit Capital Advisors Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ Parkway ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
APV Technology Partners, ▇.▇. ▇▇▇▇▇▇▇ Capital SBIC, L.P. C.E. Unterberg, Towbin 401K Profit Sharing
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Plan FBO ▇▇▇▇▇▇ ▇▇▇▇:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 445 Park Avenue, 3rd Floor Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Menlo Park, Ca 94025 ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
APV Technology Partners U.S., ▇.▇. ▇▇▇▇▇▇▇ Capital Partners II, L.P. Brett ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇/▇ ▇.▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
APV Technology Partners II, ▇.▇. ▇▇▇▇▇▇▇ Capital Partners II, (Bermuda) ▇.▇. ▇▇▇▇▇▇▇▇▇, Towbin 401K Profit Sharing
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ L.P. Plan FBO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Stanford University WAH Investment, L.L.C. ▇▇▇▇▇▇ ▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
G & H Partners ▇▇▇▇▇ ▇▇▇▇▇▇, as Custodian for ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. C/o ▇.▇. ▇▇▇▇▇▇▇▇▇, Towbin
Swiss Bank Tower
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
26
SCHEDULE C
Schedule of Management Holders
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
c/o ▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇
c/o ▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇