1
EXHIBIT 99.2
FORM OF INCENTIVE STOCK OPTION AGREEMENT IN CONNECTION WITH THE
AMERICAN INTERNET CORPORATION THIRD AMENDED 1996 STOCK OPTION PLAN
2
AMERICAN INTERNET CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
American Internet Corporation, a Delaware corporation (the
"Company"), hereby grants as of the <> day of <> to
<> (the "Employee"), an option to purchase a maximum of <> shares (the "Option Shares") of its Common Stock, $.0001 par value
("Common Stock"), at the price of <> per share, on the following
terms and conditions:
1. GRANT UNDER AMERICAN INTERNET CORPORATION 1996 STOCK PLAN. This
option is granted pursuant to and is governed by the Company's 1996 Third
Amended Stock Plan (the "Plan") and, unless the context otherwise requires,
terms used herein shall have the same meaning as in the Plan. Determinations
made in connection with this option pursuant to the Plan shall be governed by
the Plan as it exists on this date.
2. GRANT AS INCENTIVE STOCK OPTION; OTHER OPTIONS. This option is
intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding the
preceding, this option shall be treated as a Non-Qualified Option if the Plan is
not approved by the Company's stockholders on or before February 5, 1997. This
option is in addition to any other options heretofore or hereafter granted to
the Employee by the Company or any Related Corporation (as defined in the Plan),
but a duplicate original of this instrument shall not effect the grant of
another option.
3. VESTING OF OPTION IF EMPLOYMENT CONTINUES. If the Employee has
continued to be employed by the Company or any Related Corporation on the
following dates, the Employee may exercise this option for the percentage of
shares of Common Stock subject to this option set opposite the applicable date:
Less than one year from -
the date hereof
One year from the date hereof -
At the end of each three month -
period thereafter until 48 months
from the date hereof
The foregoing rights are cumulative and, while the Employee continues to be
employed by the Company or any Related Corporation, may be exercised on or
before the date which is ten years from the date this option is granted. All of
the foregoing rights are subject to Sections 4 and 5, as appropriate, if the
Employee ceases to be employed by the Company and all Related Corporations.
3
4. TERMINATION OF EMPLOYMENT.
(a) TERMINATION OTHER THAN FOR CAUSE: If the Employee ceases to be
employed by the Company and all Related Corporations, other than by reason of
death or disability as defined in Section 5 or termination for Cause as defined
in Section 4(c), no further installments of this option shall become
exercisable, and this option shall terminate after the passage of three months
from the Employee's last day of employment (as determined pursuant to Paragraph
9 of the Plan), but in no event later than the scheduled expiration date. In
such a case, the Employee's only rights hereunder shall be those which are
properly exercised before the termination of this option.
(b) TERMINATION FOR CAUSE: If the employment of the Employee is
terminated for Cause (as defined in Section 4(c)), this option shall terminate
upon the Employee's receipt of written notice of such termination and shall
thereafter not be exercisable to any extent whatsoever.
(c) DEFINITION OF CAUSE: "Cause" shall mean conduct involving one or
more of the following: (i) the substantial and continuing failure of the
Employee, after notice thereof, to render services to the Company or Related
Corporation in accordance with the terms or requirements of his or her
employment; (ii) disloyalty, gross negligence, willful misconduct, dishonesty or
breach of fiduciary duty to the Company or Related Corporation; (iii) the
commission of an act of embezzlement or fraud; (iv) deliberate disregard of the
rules or policies of the Company or Related Corporation which results in direct
or indirect loss, damage or injury to the Company or Related Corporation; (v)
the unauthorized disclosure of any trade secret or confidential information of
the Company or Related Corporation; or (vi) the commission of an act which
constitutes unfair competition with the Company or Related Corporation or which
induces any customer or supplier to breach a contract with the Company or
Related Corporation.
5. DEATH; DISABILITY.
(a) DEATH: If the Employee dies while in the employ of the Company or
any Related Corporation, this option may be exercised, to the extent otherwise
exercisable on the date of his or her death, by the Employee's estate, personal
representative or beneficiary to whom this option has been assigned pursuant to
Section 9, at any time within 365 days after the date of death, but not later
than the scheduled expiration date.
(b) DISABILITY: If the Employee ceases to be employed by the Company
and all Related Corporations by reason of his or her disability (as defined in
the Plan), this option may be exercised, to the extent otherwise exercisable on
the date of the termination of his or her employment, at any time within 180
days after such termination, but not later than the scheduled expiration date.
(c) EFFECT OF TERMINATION: At the expiration of the 180-day period
provided in paragraph (a) or (b) of this Section 5 or the scheduled expiration
date, whichever is earlier, this option shall terminate and the only rights
hereunder shall be those as to which the option was properly exercised before
such termination.
2
4
6. PARTIAL EXERCISE. This option may be exercised in part at any time
and from time to time within the above limits, except that this option may not
be exercised for a fraction of a share unless such exercise is with respect to
the final installment of stock subject to this option and cash in lieu of a
fractional share must be paid, in accordance with Paragraph 13(G) of the Plan,
to permit the Employee to exercise completely such final installment. Any
fractional share with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding sentence shall
remain subject to this option and shall be available for later purchase by the
Employee in accordance with the terms hereof.
7. PAYMENT OF PRICE.
(a) FORM OF PAYMENT: The option price shall be paid in the following
manner:
(i) in cash or by check;
(ii) subject to paragraph 7(b) below, by delivery of shares of the
Company's Common Stock having a fair market value (as
determined by the Committee) equal as of the date of exercise
to the option price;
(iii) by delivery of an assignment satisfactory in form and
substance to the Company of a sufficient amount of the
proceeds from the sale of the Option Shares and an
instruction to the broker or selling agent to pay that
amount to the Company; or
(iv) by any combination of the foregoing.
(b) LIMITATIONS ON PAYMENT BY DELIVERY OF COMMON STOCK: If the
Employee delivers Common Stock held by the Employee ("Old Stock") to the Company
in full or partial payment of the option price, and the Old Stock so delivered
is subject to restrictions or limitations imposed by agreement between the
Employee and the Company, an equivalent number of Option Shares shall be subject
to all restrictions and limitations applicable to the Old Stock to the extent
that the Employee paid for the Option Shares by delivery of Old Stock, in
addition to any restrictions or limitations imposed by this Agreement.
(c) PERMITTED PAYMENT BY RECOURSE NOTE: In addition, if this
paragraph is initialed below by the person signing this Agreement on behalf of
the Company, the option price may be paid by delivery of the Employee's
three-year personal recourse promissory note bearing interest payable not less
often than annually at the applicable Federal rate, as defined in Section
1274(d) of the Code.
----------
(initials)
8. STOCK RESTRICTION AGREEMENT. As a condition to the exercise of all or
any part of this option, the Employee, the Company and certain other parties
shall enter into a Stock Restriction Agreement in the Form attached hereto as
Exhibit 1, (the "Stock Restriction
3
5
Agreement"), which imposes certain obligations on the Employee, including
restrictions on the Employee's ability to transfer Option Shares.
9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
this Agreement, this option may be exercised by written notice to the Company,
at its principal executive office or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Option Shares for which it is being exercised and shall be signed by
the person or persons so exercising this option. Such notice shall be
accompanied by (i) payment of the full purchase price of such shares (as
provided in Section 7 hereof) and (ii) in the case of the first exercise of an
option by the Employee, a counterpart of the Stock Restriction Agreement, signed
by the person or persons so exercising this option. The Company shall deliver a
certificate or certificates representing the shares issued upon such exercise as
soon as practicable after the notice and Stock Restriction Agreement shall be
received. Such certificate or certificates shall be registered in the name of
the person or persons so exercising this option (or, if this option shall be
exercised by the Employee and if the Employee shall so request in the notice
exercising this option, shall be registered in the name of the Employee and
another person jointly, with right of survivorship). In the event this option
shall be exercised, pursuant to Section 5 hereof, by any person or persons other
than the Employee, such notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise this option.
10. OPTION NOT TRANSFERABLE. This option is not transferable or
assignable except by will or by the laws of descent and distribution. During the
Employee's lifetime only the Employee can exercise this option.
11. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
option imposes no obligation on the Employee to exercise it.
12. NO OBLIGATION TO CONTINUE EMPLOYMENT. Neither the Plan, this
Agreement, nor the grant of this option imposes any obligation on the Company or
any Related Corporation to continue the employment of the Employee.
13. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Employee shall have no
rights as a stockholder with respect to the Option Shares until such time as the
Employee has exercised this option by delivering a notice of exercise and has
paid in full the purchase price for the shares for which this option is to be so
exercised in accordance with Section 9. Except as is expressly provided in the
Plan with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record
date is prior to such date of exercise.
14. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains
provisions covering the treatment of options in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.
4
6
15. EARLY DISPOSITION. In accordance with Paragraph 18 of the Plan, the
Employee agrees to notify the Company in writing immediately after the Employee
transfers any Option Shares, if such transfer occurs on or before the later of
(a) the date two years after the date of this Agreement or (b) the date one year
after the date the Employee acquired such Option Shares. The Employee also
agrees to provide the Company with any information concerning any such transfer
required by the Company for tax purposes.
16. WITHHOLDING TAXES. If the Company or any Related Corporation in its
discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, or in connection with the transfer of, or the
lapse of restrictions on, any Common Stock or other property acquired pursuant
to this option, the Employee hereby agrees that the Company or any Related
Corporation may withhold from the Employee's wages or other remuneration the
appropriate amount of tax. At the discretion of the Company or Related
Corporation, the amount required to be withheld may be withheld in cash from
such wages or other remuneration or in kind from the Common Stock or other
property otherwise deliverable to the Employee on exercise of this option. The
Employee further agrees that, if the Company or Related Corporation does not
withhold an amount from the Employee's wages or other remuneration sufficient to
satisfy the withholding obligation of the Company or any Related Corporation,
the Employee will make reimbursement on demand, in cash, for the amount
underwithheld.
17. PROVISION OF DOCUMENTATION TO EMPLOYEE. By signing this Agreement
the Employee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
18. MISCELLANEOUS.
(a) NOTICES: All notices hereunder shall be in writing and shall be
deemed given when sent by certified or registered mail, postage prepaid, return
receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(b) ENTIRE AGREEMENT; MODIFICATION: This Agreement constitutes the
entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement may
be modified, amended or rescinded only by a written agreement executed by all
parties hereto.
(c) SEVERABILITY: The invalidity, illegality or unenforceability of
any provision of this Agreement shall in no way affect the validity, legality or
enforceability of any other provision.
(d) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to the limitations set forth in Section 9 hereof.
(e) GOVERNING LAW: This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware, without giving
effect to the principles of the conflicts of laws thereof. The preceding choice
of law provision shall apply to all claims, under any theory whatsoever, arising
out of the relationship of the parties contemplated herein.
5
7
(f) SPECIFIC PERFORMANCE: The rights of the parties under this
Agreement are unique and, accordingly, the parties shall have the right, in
addition to such other remedies as may be available to any of them at law or in
equity, to enforce their rights hereunder by actions for specific performance in
addition to any other legal or equitable remedies they might have to the extent
permitted by law.
(g) WAIVERS, OTHER: Any of the provisions of this Agreement may be
waived by an instrument in writing with the consent of the party or parties
whose rights are being waived and in the event the rights of the Investors are
being waived, with the consent of the holders of a majority in interest of the
Converted Shares. Any waiver of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach of that
provision or of any other provision hereof. Each of the parties hereto agrees to
execute all such further instruments and documents and to take all such further
action as any other party may reasonably require in order to effectuate the
terms and purposes of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
6
8
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
executed as of the date first above written.
AMERICAN INTERNET CORPORATION
Four ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------
<>
By:
------------------------------------- -----------------------------------
Street Address
------------------------------------- --------------------------------------
City State Zip Code Title
7
9
Exhibit 1
STOCK RESTRICTION AGREEMENT
Agreement made this <> day of <>, by and
among American Internet Corporation, a Delaware corporation (the "Company"),
<> (the "Employee") and the persons and entities listed on Schedule I
attached hereto (each, an "Investor" and collectively, the "Investors").
WHEREAS, the Employee owns or has the right to acquire shares of
Common Stock, $.0001 par value per share (the "Common Stock") of the Company;
WHEREAS, as of the date hereof the Investors collectively own a
majority of the issued and outstanding shares of Series A Convertible Preferred
Stock, $.01 par value per share, of the Company, Series B Convertible Preferred
Stock, $.01 par value per share, of the Company and Series C Convertible
Preferred Stock, $.01 par value per share, of the Company (collectively, the
"Preferred Shares"); and
WHEREAS, in connection with the issuance and sale of the Series C
Convertible Preferred Stock of the Company to the Investors pursuant to that
certain Series C Convertible Preferred Stock Purchase Agreement dated as of July
14, 1997 (the "Purchase Agreement"), the Company agreed to require each employee
acquiring Common Stock to enter into this Agreement as a condition to such
acquisition.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company, the Employee and the Investors
agree as follows:
1. Definitions. The shares of Common Stock issued or issuable upon
conversion of any Preferred Shares shall be referred to as the "Converted
Shares". "Shares" shall mean and include all shares of Preferred Stock and
Common Stock of the Company owned by the Employee or an Investor, as the case
may be, whether presently held or hereafter acquired.
2. Prohibited Transfers. The Employee shall not sell, assign, transfer,
pledge, hypothecate, mortgage, encumber or dispose of all or any of his Shares,
except in compliance with this Agreement. Notwithstanding the foregoing, the
Employee may transfer all or any of his Shares (a) by way of gift to any member
of his family or to any trust for the benefit of any such family member of such
Employee, provided that any such transferee shall agree in writing with the
Company, as a condition precedent to such transfer, to be bound by all of the
provisions of this Agreement to the same extent as if such transferee were the
Employee, or (b) by will or the laws of descent and distribution, in which event
each such transferee shall be bound by all of the provisions of this Agreement
to the same extent as if such transferee were the Employee (any such transfer, a
"Permitted Transfer"). As used herein, the word "family" shall include any
spouse, lineal ancestor or descendant, brother or sister.
3. Right of Refusal on Dispositions. Except for Permitted Transfers in
accordance with Section 2 above, if at any time the Employee wishes to sell,
assign, transfer or otherwise
10
dispose of any Shares owned by him pursuant to the terms of a bona fide offer
received from a third party, he shall submit a written offer to sell such Shares
(the "Offered Shares") to the Company and each of the Investors in accordance
with the notice provisions below on terms and conditions, including price, not
less favorable than those on which it proposes to sell such Shares to such third
party (the "Offer"), which Offer by its terms shall remain open and irrevocable
for a period of forty-five (45) days (the "Offering Period"). The Offer shall
disclose the identity of the proposed purchaser or transferee, the Offered
Shares proposed to be sold or transferred, the agreed terms of the sale or
transfer and any other material facts relating to the sale or transfer. Under
any such Offer, the Company shall have a priority right to purchase all of the
Offered Shares. Within fifteen (15) days of the effective date of the Offer, the
Company shall notify the Employee and the Investors of its acceptance or
rejection of the Offer. If the Company rejects the Offer or does not act on the
Offer within the 15-day period, the Investors shall have the right to purchase
all, but not less than all of the Offered Shares.
Notice of the Company's intention to accept an Offer made
hereunder shall be evidenced by a writing signed by the Company and delivered to
the Employee prior to the end of such 15-day period.
Each Investor shall have an option, to purchase, on a pro rata
basis according to the number of Converted Shares owned by such Investor, the
Offered Shares for the consideration per share and on the terms and conditions
set forth in the Offer. Such option shall be exercised by delivery of written
notice to the Secretary of the Company prior to the termination of the Offering
Period. Each Investor may within the same period, notify the Secretary of the
Company of its desire to participate in the sale of its Shares pursuant to
Section 4 below on the terms set forth in the Offer, and the number of Shares it
wishes to sell.
In the event options to purchase have been exercised by the
Investors with respect to some but not all of the Offered Shares, those
Investors who have exercised their options within the Offering Period shall have
an additional option, for a period of five days next succeeding the expiration
of the Offering Period (the "Additional Period"), to purchase all or any part of
the balance of such Offered Shares on the terms and conditions set forth in the
Offer, which option shall be exercised by the delivery of written notice to the
Secretary of the Company. In the event there are two or more such Investors that
choose to exercise the last-mentioned option for a total number of Offered
Shares in excess of the number available, the Offered Shares available for each
such Investor's option shall be allocated to such Investor pro rata based on the
number of Converted Shares owned by the Investors so electing.
If the options to purchase the Offered Shares are exercised in
full by the Investors, the Secretary of the Company shall immediately notify all
of the exercising Investors of that fact. The closing of the purchase of the
Offered Shares shall take place at the offices of the Company no later than ten
days after the date of such notice to the Investors.
In the event that neither the Company nor the Investors purchase
the Offered Shares offered by the Employee pursuant to the Offer, then, subject
to Section 4 hereof, all, but not less than all such Shares may be sold by the
Employee at any time within sixty (60) days after the expiration of the Offering
Period. Any such sale shall be at not less than the price and upon other terms
and conditions, if any, not more favorable to the purchaser than those specified
2
11
in the Offer. Any Shares not sold within such 60-day period shall continue to be
subject to the requirements of this Section. In the event that Shares are sold
to any purchaser pursuant to this Section 3, said Shares shall be entitled to
the benefits conferred by, and subject to the restrictions imposed by, this
Agreement and the purchaser of said Shares shall agree in writing to abide by
the provisions of this Agreement.
4. Right of Participation in Sales by the Employee. If at any time the
Employee wishes to sell, or otherwise dispose of any Shares owned by him to any
person (the "Purchaser") pursuant to the terms of a bona fide offer and the
Company and the Investors have not purchased all such Shares under Section 3
hereof, then each Investor shall be entitled to sell Converted Shares in the
transaction to the Purchaser (a "Participating Investor") pursuant to this
Section. The Secretary of the Company shall promptly, on expiration of the
Offering Period and the Additional Period, if any, notify the Employee of the
aggregate number of Converted Shares the Participating Investors wish to sell.
The Employee shall use his best efforts to interest the Purchaser in purchasing,
in addition to the Offered Shares, the Converted Shares the Participating
Investors wish to sell. If the Offeror does not wish to purchase all of the
shares made available by the Employee and the Participating Investors, then each
Participating Investor and the Employee shall be entitled to sell, at the price
and on the terms and conditions set forth in the Offer, a portion of the shares
being sold to the Purchaser, in the same proportion as such Employee's ownership
of Shares or Participating Investor's ownership of Converted Shares, as the case
may be, bears to the total number of Shares owned by the Employee plus the
Converted Shares owned by the Participating Investors. The sale to the Purchaser
shall be consummated not later than 60 days after the expiration of the Offering
Period.
5. Lock-Up Agreement. The Employee hereby agrees not to sell, make any
short sale of, loan, grant an option for the purchase of, or otherwise dispose
of any Common Stock now owned or hereafter acquired by him for one hundred and
eighty (180) days after the effective date of a public offering of the Company's
securities without the prior written consent of the Company or the principal
underwriter managing any such offering and, that, if requested by the Company or
such underwriter, he shall enter into an agreement not to sell, make any short
sale of, loan, grant an option for the purchase of or otherwise dispose of any
Common Stock now owned or hereafter acquired by him for one hundred and eighty
(180) days, without the prior written consent of the Company or such
underwriter, as the case may be.
6. Termination. This Agreement, and the respective rights and
obligations of the parties hereto shall terminate upon the earliest to occur of
the following: (i) the completion of the Company's Qualified Public Offering (as
defined in the Purchase Agreement) or (ii) the Investors holding no Converted
Shares or Preferred Shares.
7. Notices. Any notice or communication hereunder shall be in writing
and shall be deemed to have been sufficiently given or served for all purposes
three days after being sent by first class mail, postage and charges prepaid,
hand delivery, or Federal Express or similar courier service (or by facsimile
transmission), to the following addresses: if to the Company, at American
Internet Corporation, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Facsimile Number:
(▇▇▇) ▇▇▇-▇▇▇▇, attention President, or at any other address or facsimile number
designated by the Company to the Employee and the Investor in writing; if to the
Employee, ________________, Facsimile Number: _____________, or at any other
address or facsimile
3
12
number designated by the Employee to the Company and the Investor in
writing; if to an Investor at the address set forth on Schedule I hereto, or at
any other address or facsimile number designated by such Investor to the Company
and the Employee in writing; and if to an assignee of an Investor, to its
address or facsimile number as designated to the Company and the Employee in
writing. Any notice given by facsimile pursuant to this Section shall be
followed by written notice delivered by Federal Express or similar courier
service.
8. Specific Performance. The rights of the parties under this Agreement
are unique and, accordingly, the parties shall have the right, in addition to
such other remedies as may be available to any of them at law or in equity, to
enforce their rights hereunder by actions for specific performance in addition
to any other legal or equitable remedies they might have to the extent permitted
by law.
9. Continuation of Employment. Nothing in this Agreement shall create an
obligation on the Company to continue the Employee's employment with the
Company.
10. Legend. Any certificates representing shares of capital stock
subject to this Agreement shall bear on their face a legend indicating the
existence of the restrictions imposed hereby.
11. Waivers and Further Agreements. Any of the provisions of this
Agreement may be waived by an instrument in writing with the consent of the
party or parties whose rights are being waived and in the event the rights of
the Investor are being waived, with the consent of the holders of a majority in
interest of the Converted Shares. Any waiver of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach of that provision or of any other provision hereof. Each of the parties
hereto agrees to execute all such further instruments and documents and to take
all such further action as any other party may reasonably require in order to
effectuate the terms and purposes of this Agreement.
12. Amendments. This Agreement may be amended by and shall be effective
upon the receipt of the written consent, which consent may not be unreasonably
withheld, of: (i) the Company, (ii) the holders of a majority in interest of the
Converted Shares and (iii) the Employee.
13. Assignment; Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, legal representatives, successors and permitted transferees,
except as may be expressly provided otherwise herein.
14. Severability. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement and such invalid, illegal
and unenforceable provision shall be reformed and construed so that it will be
valid, legal, and enforceable to the maximum extent permitted by law.
4
13
15. 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.
16. Section Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
17. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
5
14
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the day and year first above written.
AMERICAN INTERNET CORPORATION
By:
----------------------------------------
Title:
-------------------------------------
INVESTORS:
COMMONWEALTH CAPITAL
VENTURES L.P.,
By: Commonwealth Venture Partners L.P.,
its General Partner
By: *
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
General Partner
▇▇▇▇▇▇▇ RIVER PARTNERSHIP VII
A LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇ River VII GP Limited
Partnership, as General Partner
By: *
----------------------------------------
Title: General Partner
MATRIX PARTNERS IV, L.P.
By: *
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
General Partner
MATRIX IV ENTREPRENEURS
FUND L.P.
By: *
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
General Partner
*
----------------------------------------
Alexander D'Arbeloff
6
15
*
----------------------------------------
▇▇▇▇▇ ▇▇▇▇
*
----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
*
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
EMPLOYEE:
----------------------------------------
<>
*By:
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Attorney-in-fact
7
16
Schedule I
SCHEDULE OF INVESTORS
Commonwealth Capital Ventures, L.P.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
Matrix Partners IV, L.P.
Bay Colony Corporate Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
Matrix IV Entrepreneurs Fund, L.P.
Bay Colony Corporate Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ River Partnership VII, a Limited Partnership
Bay Colony Corporate Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Consulting
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
17
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Sigma Partners
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
2