1
Exhibit 10.09
INVESTOR RIGHTS AGREEMENT
This Agreement, dated as of January 14, 2000, is entered into by and among
ArrowPoint Communications, Inc., a Delaware corporation (the "Company"), the
persons and entities listed on the signature page hereto under the heading
"Investors" (individually, an "Investor", and collectively, the "Investors") and
Chin-▇▇▇▇▇ ▇▇ (the "Founder").
BACKGROUND
WHEREAS, the Investors hold either Series A Convertible Preferred Stock,
Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
Series D Convertible Preferred Stock and/or Series E Convertible Preferred Stock
of the Company; and
WHEREAS, the Company, the Investors and the Founder wish to provide for
(i) the composition of the Board of Directors of the Company, (ii) certain
arrangements with respect to the registration of shares of capital stock of the
Company under the Securities Act of 1933, and (iii) a right of first refusal
with respect to the sale of any securities of the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and the consummation of the sale and purchase of
the Series E Convertible Preferred Stock pursuant to the Series E Preferred
Stock Purchase Agreement, and for other valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS
As used in this Agreement, the following terms shall have the following
respective meanings:
"Commission" means the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Securities
Act.
"Common Stock" means the common stock, $0.001 par value per
share, of the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
"Initial Public Offering" means the sale of shares of Common Stock
in a firm commitment underwritten public offering pursuant to a Registration
Statement at a price to the public of at least $25.00 per share (adjusted for
stock splits, stock dividends and similar events) resulting in proceeds (net of
the underwriting discounts or commissions and offering expenses) to the Company
of at least $10,000,000.
"Registration Statement" means a registration statement filed by the
Company with the Commission for a public offering and sale of Common Stock by
the Company (other than a registration statement on Form S-8 or Form S-4, or
their successors, or any other form for
2
a similar limited purpose, or any registration statement covering only
securities proposed to be issued in exchange for securities or assets of another
corporation).
"Registration Expenses" means the expenses described in Section 4 of
Article III below.
"Registrable Shares" means (i) the shares of Common Stock issued or
issuable upon conversion of the Shares, (ii) shares of Common Stock held by the
Founder, (iii) any shares of Common Stock, and any shares of Common Stock issued
or issuable upon the conversion or exercise of any other securities, acquired by
the Investors pursuant to Article IV of this Agreement or pursuant to the Right
of First Refusal and Co-Sale Agreement of even date herewith among the Company,
the Investors and certain other parties thereto, and (iv) any other shares of
Common Stock issued in respect of such shares (because of stock splits, stock
dividends, reclassifications, recapitalizations, or similar events); provided,
however, that shares of Common Stock which are Registrable Shares shall cease to
be Registrable Shares (a) upon any sale of such shares pursuant to a
Registration Statement or Rule 144 under the Securities Act, (b) upon any sale
of such shares in any manner to a person or entity which, by virtue of Section 2
of Article V of this Agreement, is not entitled to the rights provided by this
Agreement, or (c) at such time as they become eligible for resale pursuant to
Rule 144(k) under the Securities Act. Wherever reference is made in this
Agreement to a request or consent of holders of a certain percentage of
Registrable Shares, the determination of such percentage shall include shares of
Common Stock issuable upon conversion of the Shares even if such conversion has
not yet been effected.
"Securities Act" means the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
"Shares" means (a) the Series A Convertible Preferred Stock issued
pursuant to the Series A Preferred Stock Purchase Agreement among the Company,
certain Investors and the Founder dated April 17, 1997 (the "Series A
Agreement"), (b) the Series B Convertible Preferred Stock issued pursuant to the
Series B Preferred Stock Purchase Agreement among the Company, certain Investors
and the Founder dated February 5, 1998 (the "Series B Agreement"), (c) the
Series C Convertible Preferred Stock issued pursuant to the Series C Preferred
Stock Purchase Agreement among the Company and certain Investors dated September
30, 1998 (the "Series C Agreement"), (d) the Series D Convertible Preferred
Stock issued pursuant to (i) the Series D Preferred Stock Purchase Agreement
among the Company and certain Investors dated February 16, 1999 and (ii) the
Series D Preferred Stock Purchase Agreement between the Company and ▇▇▇▇▇ ▇▇▇▇▇
dated November 4, 1999 (the "Series D Agreement") and (e) the Series E
Convertible Preferred Stock issued pursuant to the Series E Preferred Stock
Purchase Agreement among the Company and certain Investors dated January 14,
2000 (the "Series E Agreement").
"Stockholders" means the Investors, the Founder and any persons or
entities to whom the rights granted to Investors under this Agreement are
transferred by an Investor, its successors or permitted assigns pursuant to
Section 2 of Article V below.
-2-
3
"Venture Investors" means Matrix Partners IV, L.P., Matrix IV
Entrepreneurs Fund, L.P., Matrix Partners VI, L.P., _______ Matrix _______,
North Bridge Venture Partners II, L.P., North Bridge Venture Partners IV-A,
L.P., North Bridge Venture Partners IV-B, L.P., Accel V L.P., Accel
Internet/Strategic Technology Fund L.P., Accel Keiretsu V L.P., Accel Investors
'97 L.P., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Partners, Chin-▇▇▇▇▇ ▇▇, Net One Systems Co.,
Ltd., Westcon Group, Inc., Pequot Private Equity Fund, L.P., Pequot Offshore
Private Equity Fund, Inc., Spinnaker Clipper Fund, LP, Spinnaker Founders Fund,
LP, Spinnaker Offshore Founders Fund, Cayman Limited, Bayview Investors, Ltd.
and BT Investment Partners, Inc., and any persons or entities to whom the rights
granted to Investors under this Agreement are transferred by an Investor, its
successors or permitted assigns pursuant to Section 2 of Article V below.
ARTICLE II. VOTING RIGHTS
1. Voting of Shares. In any and all elections of directors of the Company
(whether at a meeting or by written consent in lieu of a meeting), each
Stockholder shall vote or cause to be voted all Voting Shares (as defined in
Section 2 of Article II below) owned by him, her or it, or over which he, she or
it has voting control, and otherwise use his, her or its respective best
efforts, so as to fix the number of directors at five and to elect as directors
(i) the Founder, (ii) one representative designated by North Bridge Venture
Partners II, L.P. (initially ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇), (iii) one representative
designated by Matrix Partners IV, L.P. (initially ▇▇▇▇ ▇. ▇▇▇▇▇), (iv) the Chief
Executive Officer of the Company, and (v) one person mutually agreed upon by the
individuals listed in clauses (i) through (iv) above. The obligation of the
Stockholders under this Section 1 to elect as a director (a) the Founder shall
continue only for so long as the Founder (together with his spouse or children
and any trust established for the benefit of his spouse, children or himself)
owns, after giving effect to the conversion of all convertible preferred stock
into Common Stock, at least 650,000 shares of Common Stock (subject to
appropriate adjustment for stock splits, stock dividends, combinations and other
similar recapitalizations affecting such shares), (b) a designee of North Bridge
Venture Partners II, L.P. shall continue only for so long as North Bridge
Venture Partners II, L.P. (together with any affiliates, within the meaning of
Rule 144 under the Securities Act) owns, after giving effect to the conversion
of all convertible preferred stock into Common Stock, at least 1,050,000 shares
of Common Stock (subject to appropriate adjustment for stock splits, stock
dividends, combinations and other similar recapitalizations affecting such
shares) and (c) a designee of Matrix Partners IV, L.P. shall continue only for
so long as Matrix Partners IV, L.P. (together with any affiliates, within the
meaning of Rule 144 under the Securities Act) owns, after giving effect to the
conversion of all convertible preferred stock into Common Stock, at least
1,437,500 shares of Common Stock (subject to appropriate adjustment for stock
splits, stock dividends, combinations and other similar recapitalizations
affecting such shares).
2. Voting Shares. "Voting Shares" shall mean and include any and all
shares of the Common Stock, Shares, and/or shares of capital stock of the
Company, by whatever name called, which carry voting rights (including voting
rights which arise by reason of default) which are now owned or subsequently
acquired by a Stockholder, however acquired, including without limitation stock
splits and stock dividends.
-3-
4
3. Restrictive Legend. All certificates representing Voting Shares owned
or hereafter acquired by the Stockholders or any transferee bound by this
Agreement shall have affixed thereto a legend substantially in the following
form:
"The shares of stock represented by this certificate are subject to
certain voting agreements as set forth in an Investor Rights Agreement by
and among the registered owner of this certificate, the Company and
certain other stockholders of the Company, a copy of which is available
for inspection at the offices of the Secretary of the Company."
4. Transfers of Voting Rights. Any transferee to whom Voting Shares are
transferred by a Stockholder, whether voluntarily or by operation of law, shall
be bound by the voting obligations imposed upon the transferor under this
Agreement, to the same extent as if such transferee were a Stockholder
hereunder.
ARTICLE III. REGISTRATION RIGHTS
1. Required Registrations.
(a) At any time after the earlier of January 14, 2003 or the closing
of the Company's first underwritten public offering of shares of Common Stock
pursuant to a Registration Statement, Venture Investors (other than the Founder)
holding in the aggregate at least 35% of the Registrable Shares held by the
Venture Investors (other than the Founder) may request, in writing, that the
Company effect the registration on Form S-1 or Form S-2 (or any successor form)
of Registrable Shares owned by such Venture Investors having an aggregate
offering price of at least $5,000,000 (based on the market price or fair value
at the time of such request). If the Venture Investors initiating the
registration intend to distribute the Registrable Shares by means of an
underwriting, they shall so advise the Company in their request. Thereupon, the
Company shall, as expeditiously as possible, use its best efforts to effect the
registration on Form S-1 or Form S-2 (or any successor form) of all Registrable
Shares which the Company has been requested to so register.
(b) At any time after the Company becomes eligible to file a
Registration Statement on Form S-3 (or any successor form relating to secondary
offerings), a Stockholder or Stockholders may request the Company, in writing,
to effect the registration on Form S-3 (or such successor form), of Registrable
Shares having an aggregate offering price of at least $1,000,000 (based on the
public market price at the time of such request). Thereupon, the Company shall,
as expeditiously as possible, use its best efforts to effect the registration on
Form S-3 (or such successor form) of all Registrable Shares which the Company
has been requested to so register.
(c) The Company shall not be required to effect more than two
registrations pursuant to paragraph (a) above or more than three registrations
pursuant to paragraph (b) above; provided, however, that such obligation shall
be deemed satisfied only when a registration statement covering the applicable
Registrable Shares shall have (i) become effective or (ii) been withdrawn at the
request of the Stockholders requesting such registration (other than as a result
of information concerning the business or financial condition of the Company
which is made known to the Stockholders after the date on which such
registration was requested).
-4-
5
(d) If at the time of any request to register Registrable Shares
pursuant to this Section 1, the Company is engaged or has plans to engage within
90 days of the time of the request in a registered public offering of securities
for its own account or is engaged in any other activity which, in the good faith
determination of the Company's Board of Directors, would be adversely affected
by the requested registration to the material detriment of the Company, then the
Company may at its option direct that such request be delayed for a period not
in excess of three months from the effective date of such offering or the date
of commencement of such other material activity, as the case may be, such right
to delay a request to be exercised by the Company not more than once in any
12-month period.
2. Incidental Registration.
(a) Whenever the Company proposes to file a Registration Statement
(including pursuant to Section 1 of this Article III) at any time and from time
to time, it will, prior to such filing, give written notice to all Stockholders
of its intention to do so and, upon the written request of a Stockholder or
Stockholders, given within 10 business days after the Company provides such
notice (which request shall state the intended method of disposition of such
Registrable Shares), the Company shall use its reasonable best efforts to cause
all Registrable Shares which the Company has been requested by such Stockholder
or Stockholders to register, to be registered under the Securities Act to the
extent necessary to permit their sale or other disposition in accordance with
the intended methods of distribution specified in the request of such
Stockholder or Stockholders; provided, however, that the Company shall have the
right to postpone or withdraw any registration effected pursuant to this Section
2 without obligation to any Stockholder.
(b) In connection with any registration under this Section 2
involving an underwriting, the Company shall not be required to include any
Registrable Shares in such registration unless the holders thereof accept the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it. If in the opinion of the managing underwriter it is
desirable because of marketing factors to limit the number of Registrable Shares
to be included in the offering, then the Company shall be required to include in
the registration only that number of Registrable Shares, if any, which the
managing underwriter believes should be included therein; provided, however,
that no persons or entities other than the Company, the Stockholders and other
persons or entities holding registration rights shall be permitted to include
securities in the offering. If the number of Registrable Shares to be included
in the offering in accordance with the foregoing is less than the total number
of shares which the holders of Registrable Shares have requested to be included,
then the holders of Registrable Shares who have requested registration and other
holders of securities entitled to include them in such registration shall
participate in the registration pro rata based upon their total ownership of
shares of Common Stock (giving effect to the conversion into Common Stock of all
securities convertible thereinto). If any holder would thus be entitled to
include more securities than such holder requested to be registered, the excess
shall be allocated among other requesting holders pro rata in the manner
described in the preceding sentence.
3. Registration Procedures. If and whenever the Company is required by the
provisions of this Agreement to use its best efforts to effect the registration
of any of the Registrable Shares under the Securities Act, the Company shall:
-5-
6
(a) file with the Commission a Registration Statement with respect
to such Registrable Shares and use its best efforts to cause that Registration
Statement to become effective;
(b) as expeditiously as possible prepare and file with the
Commission any amendments and supplements to the Registration Statement and the
prospectus included in the Registration Statement as may be necessary to keep
the Registration Statement effective, in the case of a firm commitment
underwritten public offering, until each underwriter has completed the
distribution of all securities purchased by it and, in the case of any other
offering, until the earlier of the sale of all Registrable Shares covered
thereby or 120 days after the effective date thereof;
(c) as expeditiously as possible furnish to each selling Stockholder
such reasonable numbers of copies of the prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as the selling Stockholder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Shares owned
by the selling Stockholder; and
(d) as expeditiously as possible use its best efforts to register or
qualify the Registrable Shares covered by the Registration Statement under the
securities or Blue Sky laws of such states as the selling Stockholder shall
reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the selling Stockholder to consummate the
public sale or other disposition in such states of the Registrable Shares owned
by the selling Stockholder; provided, however, that the Company shall not be
required in connection with this paragraph (d) to qualify as a foreign
corporation or execute a general consent to service of process in any
jurisdiction.
If the Company has delivered preliminary or final prospectuses to the
selling Stockholders and after having done so the prospectus is amended to
comply with the requirements of the Securities Act, the Company shall promptly
notify the selling Stockholders and, if requested, the selling Stockholder shall
immediately cease making offers of Registrable Shares and return all
prospectuses to the Company. The Company shall promptly provide each selling
Stockholder with revised prospectuses and, following receipt of the revised
prospectuses, the selling Stockholder shall be free to resume making offers of
the Registrable Shares.
Notwithstanding the foregoing, each selling Stockholder shall cease making
offers or sales pursuant to a "shelf" Registration Statement during any period
(not to exceed 90 days) in which the Company determines, by notice to each
selling Stockholder, that it is in possession of material non-public information
that, for valid business reasons, it wishes to keep confidential.
If, after a registration statement becomes effective, the Company becomes
engaged in any activity which, in the good faith determination of the Company's
Board of Directors, involves information that would have to be disclosed in the
Registration Statement but which the Company desires to keep confidential for
valid business reasons, then the Company may at its option, by notice to such
Stockholders, require that the Stockholders who have included Shares in such
Registration Statement cease sales of such Shares under such Registration
Statement for a period not in excess of three months from the date of such
notice, such right to be exercised by
-6-
7
the Company not more than once in any 12-month period. If, in connection
therewith, the Company considers it appropriate for such Registration Statement
to be amended, the Company shall so amend such Registration Statement as
promptly as practicable and such Stockholders shall suspend any further sales of
their Shares until the Company advises them that such Registration Statement has
been amended. The time periods referred to herein during which such Registration
Statement must be kept effective shall be extended for an additional number of
days equal to the number of days during which the right to sell shares was
suspended pursuant to this paragraph.
4. Allocation of Expenses. The Company will pay all Registration Expenses
of all registrations under this Agreement. For purposes of this Section 4, the
term "Registration Expenses" shall mean all expenses incurred by the Company in
complying with Article III, Section 1, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
expenses of counsel for the Company to represent the selling Stockholder(s),
state Blue Sky fees and expenses, and the expense of any special audits incident
to or required by any such registration, but excluding underwriting discounts,
selling commissions and the fees and expenses of selling Stockholders' own
counsel.
5. Indemnification and Contribution.
(a) In the event of any registration of any of the Registrable
Shares under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless the seller of such Registrable Shares, each
underwriter of such Registrable Shares, and each other person, if any, who
controls such seller or underwriter within the meaning of the Securities Act or
the Exchange Act against any losses, claims, damages or liabilities, joint or
several, to which such seller, underwriter or controlling person may become
subject under the Securities Act, the Exchange Act, state securities or Blue Sky
laws or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Shares were registered under the
Securities Act, any preliminary prospectus or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse such seller,
underwriter and each such controlling person for any legal or any other expenses
reasonably incurred by such seller, underwriter or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any untrue statement or omission made in such
Registration Statement, preliminary prospectus or final prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by or on behalf of such seller,
underwriter or controlling person specifically for use in the preparation
thereof.
(b) In the event of any registration of any of the Registrable
Shares under the Securities Act pursuant to this Agreement, each seller of
Registrable Shares, severally and not jointly, will indemnify and hold harmless
the Company, each of its directors and officers and
-7-
8
each underwriter (if any) and each person, if any, who controls the Company or
any such underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities, joint or several, to
which the Company, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Shares were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, if the
statement or omission was made in reliance upon and in conformity with
information relating to such seller furnished in writing to the Company by or on
behalf of such seller specifically for use in connection with the preparation of
such Registration Statement, prospectus, amendment or supplement; provided,
however, that the obligations of such Stockholders hereunder shall be limited to
an amount equal to the proceeds to each Stockholder of Registrable Shares sold
in connection with such registration.
(c) Each party entitled to indemnification under this Article III,
Section 5 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld); and, provided further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Article III, Section 5, unless
and except to the extent that the Indemnifying Party is prejudiced by the
failure of the Indemnified Party to provide timely notice. The Indemnified Party
may participate in such defense at such party's expense; provided, however, that
the Indemnifying Party shall pay such expense 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 the
Indemnified Party and any other party represented by such counsel in such
proceeding. No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation without the prior written consent of the
Indemnifying Party.
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any holder of
Registrable Shares exercising rights under this Agreement, or any controlling
person of any such holder, makes a claim for indemnification pursuant to this
Article III, Section 5 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Article III, Section 5 provides for
-8-
9
indemnification in such case, or (ii) contribution under the Securities Act may
be required on the part of any such selling Stockholder or any such controlling
person in circumstances for which indemnification is provided under this Article
III, Section 5; then, in each such case, the Company and such Stockholder will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after contribution from others) in such proportions so that such
holder is responsible for the portion represented by the percentage that the
public offering price of its Registrable Shares offered by the Registration
Statement bears to the public offering price of all securities offered by such
Registration Statement, and the Company is responsible for the remaining
portion; provided, however, that, in any such case, (A) no such holder will be
required to contribute any amount in excess of the proceeds to it of all
Registrable Shares sold by it pursuant to such Registration Statement, and (B)
no person or entity guilty of fraudulent misrepresentation, within the meaning
of Section 11(f) of the Securities Act, shall be entitled to contribution from
any person or entity who is not guilty of such fraudulent misrepresentation.
6. Indemnification with Respect to Underwritten Offering. In the event
that Registrable Shares are sold pursuant to a Registration Statement in an
underwritten offering pursuant to Article III, Section 1, the Company agrees to
enter into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of an issuer of the
securities being registered and customary covenants and agreements to be
performed by such issuer, including without limitation customary provisions with
respect to indemnification by the Company of the underwriters of such offering.
7. Information by Holder. Each Stockholder including Registrable Shares in
any registration shall furnish to the Company such information regarding such
Stockholder and the distribution proposed by such Stockholder as the Company may
reasonably request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Agreement.
8. "Stand-Off" Agreement. Each Stockholder, if requested by the Company
and the managing underwriter of an offering by the Company of Common Stock or
other securities of the Company pursuant to a Registration Statement, shall
agree not to sell publicly or otherwise transfer or dispose of any Registrable
Shares or other securities of the Company held by such Stockholder as of the
effective date of such Registration Statement for a specified period of time
(not to exceed 180 days) following the effective date of such Registration
Statement; provided, that:
(a) such agreement shall only apply to the first Registration
Statement covering Common Stock to be sold by or on behalf of the Company to the
public in an underwritten offering;
(b) all officers and directors of the Company and all selling
stockholders in such offering enter into similar agreements; and
(c) any waiver of the preceding "stand-off" agreement cannot be
unilateral but shall be applied pro rata among the Stockholders, the officers
and directors of the Company, and all selling shareholders in such offering.
-9-
10
9. Limitations on Subsequent Registration Rights. The Company shall not,
without the prior written consent of Investors holding 66 2/3% of the
Registrable Shares held by all Investors, enter into any agreement (other than
this Agreement) with any holder or prospective holder of any securities of the
Company which would allow such holder or prospective holder (a) to include
securities of the Company in any Registration Statement upon terms which are
more favorable to such holder or prospective holder than the terms on which
holders of Registrable Shares may include shares in such registration, or (b) to
make a demand registration which could result in such registration statement
being declared effective prior to January 14, 2003.
10. Rule 144 Requirements. After the earliest of (a) the closing of the
sale of securities of the Company pursuant to a Registration Statement, (b) the
registration by the Company of a class of securities under Section 12 of the
Exchange Act, or (c) the issuance by the Company of an offering circular
pursuant to Regulation A under the Securities Act, the Company agrees to:
(i) comply with the requirements of Rule 144(c) under the Securities
Act with respect to current public information about the Company;
(ii) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); and
(iii) furnish to any holder of Registrable Shares upon request (A) a
written statement by the Company as to its compliance with the requirements of
said Rule 144(c), and the reporting requirements of the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), (B) a copy of the most recent annual or quarterly report of the
Company, and (C) such other reports and documents of the Company as such holder
may reasonably request to avail itself of any similar rule or regulation of the
Commission allowing it to sell any such securities without registration.
ARTICLE IV. RIGHT OF FIRST REFUSAL
1. Right of First Refusal
(a) The Company shall not issue, sell or exchange, agree to issue,
sell or exchange, or reserve or set aside for issuance, sale or exchange, (i)
any shares of its Common Stock, (ii) any other equity securities of the Company,
including, without limitation, shares of preferred stock, (iii) any option,
warrant or other right to subscribe for, purchase or otherwise acquire any
equity securities of the Company, or (iv) any debt securities convertible into
capital stock of the Company (collectively, the "Offered Securities"), unless in
each such case the Company shall have first complied with Article IV of this
Agreement. The Company shall deliver to each Venture Investor a written notice
of any proposed or intended issuance, sale or exchange of Offered Securities
(the "Offer"), which Offer shall (i) identify and describe the Offered
Securities, (ii) describe the price and other terms upon which they are to be
issued, sold or exchanged, and the number or amount of the Offered Securities to
be issued, sold or exchanged, (iii) identify the persons or entities, if known,
to which or with which the Offered
-10-
11
Securities are to be offered, issued, sold or exchanged, and (iv) offer to issue
and sell to or exchange with such Venture Investor (A) such portion of the
Offered Securities as is equal to (1) the number of Offered Securities
multiplied by (2) a fraction the numerator of which is the aggregate number of
shares of Common Stock issued or issuable upon conversion of the Shares held by
such Venture Investor and the denominator of which is the total number of shares
of Common Stock outstanding (after giving effect to the conversion of all
outstanding Preferred Stock into Common Stock) (the "Basic Amount"), and (B)
such additional portion of the Offered Securities as such Venture Investor shall
indicate it will purchase or acquire should the other Venture Investors
subscribe for less than their Basic Amounts (the "Undersubscription Amount").
Each Venture Investor shall have the right, for a period of 20 days following
delivery of the Offer, to purchase or acquire, at the price and upon the other
terms specified in the Offer, the number or amount of Offered Securities
described above. The Offer by its term shall remain open and irrevocable for
such 20-day period.
(b) To accept an Offer, in whole or in part, a Venture Investor must
deliver a written notice to the Company prior to the end of the 20-day period of
the Offer, setting forth the portion of such Venture Investor's Basic Amount
that such Venture Investor elects to purchase and, if such Venture Investor
shall elect to purchase all of its Basic Amount, the Undersubscription Amount
(if any) that such Venture Investor elects to purchase (the "Notice
Acceptance"). If the Basic Amounts subscribed for by all Venture Investors are
less than the total Basic Amounts, then each Venture Investor who has set forth
an Undersubscription Amount in its Notice of Acceptance shall be entitled to
purchase, in addition to the Basic Amounts subscribed for, the Undersubscription
Amount it has subscribed for; provided, however, that should the
Undersubscription Amounts subscribed for exceed the difference between the total
Basic Amounts and the Basic Amounts subscribed for (the "Available
Undersubscription Amount"), each Venture Investor who has subscribed for any
Undersubscription Amount shall be entitled to purchase only that portion of the
Available Undersubscription Amount as the Undersubscription Amount subscribed
for by such Venture Investor bears to the total Undersubscription Amounts
subscribed for by all Venture Investors, subject to rounding by the Board of
Directors to the extent it reasonably deems necessary.
(c) The Company shall have 90 days from the expiration of the 20-day
period set forth in Article IV, Section 1(a) to issue, sell or exchange all or
any part of such Offered Securities as to which a Notice of Acceptance has not
been given by the Venture Investors (the "Refused Securities"), but only to the
offerees or purchasers described in the Offer and only upon terms and conditions
(including, without limitation, unit prices and interest rates) which are not
more favorable, in the aggregate, to the acquiring person or persons or less
favorable to the Company than those set forth in the Offer.
(d) In the event the Company shall propose to sell less than all the
Refused Securities (any such sale to be in the manner and on the terms specified
in Article IV, Section 1(c)), then each Venture Investor may, at its sole option
and in its sole discretion, reduce the number or amount of the Offered
Securities specified in its Notice of Acceptance to an amount that shall be not
less than the number or amount of the Offered Securities that the Venture
Investor elected to purchase pursuant to Article IV, Section 1(b) multiplied by
a fraction, (i) the numerator of which shall be the number or amount of Offered
Securities the Company actually proposes to issue, sell or exchange (including
Offered Securities to be issued
-11-
12
or sold to Venture Investors pursuant to Article IV, Section 1(b) prior to such
reduction) and (ii) the denominator of which shall be the amount of all Offered
Securities. In the event that a Venture Investor so elects to reduce the number
or amount of Offered Securities specified in its Notice of Acceptance, the
Company may not issue, sell or exchange more than the reduced number or amount
of the Offered Securities unless and until such securities have again been
offered to the Venture Investors in accordance with Article IV, Section 1(a).
(e) Upon the closing of the issuance, sale or exchange of all or
less than all the Refused Securities, the Venture Investors shall acquire from
the Company, and the Company shall issue to the Venture Investors, the number or
amount of Offered Securities specified in the Notices of Acceptance, as reduced
pursuant to Article IV, Section 1(d) if the Venture Investors have so elected,
upon the terms and conditions specified in the Offer. The purchase by the
Venture Investors of any Offered Securities is subject in all cases to the
preparation, execution and delivery by the Company and the Venture Investors of
a purchase agreement relating to such Offered Securities reasonably satisfactory
in form and substance to the Venture Investors and the Company.
(f) Any Offered Securities not acquired by the Venture Investors or
other persons in accordance with Article IV, Section 1(c) may not be issued,
sold or exchanged until they are again offered to the Venture Investors under
the procedures specified in this Article.
2. Excluded Issuances. The rights of the Venture Investors under this
Article IV shall not apply to:
(a) Common Stock issued as a stock dividend to holders of Common
Stock or upon any subdivision or combination of shares of Common Stock;
(b) the issuance of any shares of Common Stock upon conversion of
outstanding shares of convertible preferred stock;
(c) up to 4,500,000 shares of Common Stock, or options exercisable
therefor (including shares issued or options granted to date) (subject to
appropriate adjustment for stock splits, stock dividends, combinations and other
similar recapitalizations affecting such shares), plus such additional number of
shares as may be approved by both the Board of Directors of the Company and a
majority of the non-employee directors of the Company, issued or issuable to
officers, directors, consultants and employees of the Company or any subsidiary
pursuant to any plan, agreement or arrangement approved by the Board of
Directors of the Company;
(d) securities issued solely in consideration for the acquisition
(whether by merger or otherwise) by the Company or any of its subsidiaries of
all or substantially all of the stock or assets of any other entity; or
(e) shares of Common Stock sold by the Company in an underwritten
public offering pursuant to an effective registration statement under the
Securities Act.
(f) up to 12,000 shares of Common Stock (subject to appropriate
adjustment for stock splits, stock dividends, combinations and other similar
recapitalizations affecting such
-12-
13
shares) issued to value-added resellers of the Company pursuant to a program
approved by a majority of the members of the Board of Directors of the Company.
ARTICLE V. GENERAL
1. Termination. Article II and Article IV of this Agreement shall
terminate in their entirety upon the earlier of (a) an Acquisition (as defined
below), or (b) the closing of an Initial Public Offering, or (c) the redemption
of all Shares. An "Acquisition" shall mean any (i) merger or consolidation which
results in the voting securities of the Company outstanding immediately prior
thereto representing immediately thereafter (either by remaining outstanding or
by being converted into voting securities of the surviving or acquiring entity)
less than a majority of the combined voting power of the voting securities of
the Company or such surviving or acquiring entity outstanding immediately after
such merger or consolidation, (ii) sale of all or substantially all the assets
of the Company or (iii) sale of shares of capital stock of the Company, in a
single transaction or series of related transactions, representing at least 80%
of the voting power of the voting securities of the Company.
2. Transfer of Rights. This Agreement, and the rights and obligations of
an Investor hereunder, may be assigned by such Investor to any person or entity
to which at least 300,000 shares of Series A Convertible Preferred Stock (or
100% of the shares of Series A Convertible Preferred Stock originally purchased
under the Series A Agreement by such Investor, if less than 300,000 shares of
Series A Convertible Preferred Stock), 100,000 shares of Series B Convertible
Preferred Stock (or 100% of the shares of Series B Convertible Preferred Stock
originally purchased under the Series B Agreement by such Investor, if less than
100,000 shares of Series B Convertible Preferred Stock), 100,000 shares of
Series C Convertible Preferred Stock (or 100% of the shares of Series C
Convertible Preferred Stock originally purchased under the Series C Agreement by
such Investor, if less than 100,000 shares of Series C Convertible Preferred
Stock), 100,000 shares of Series D Convertible Preferred Stock (or 100% of the
shares of Series D Convertible Preferred Stock originally purchased under the
Series D Agreement by such Investor, if less than 100,000 shares of Series D
Convertible Preferred Stock), or 100,000 shares of Series E Convertible
Preferred Stock (or 100% of the shares of Series E Convertible Preferred Stock
originally purchased under the Series E Agreement by such Investor, if less than
100,000 shares of Series E Convertible Preferred Stock), in each case as
adjusted for stock splits, stock dividends, recapitalizations and similar
events, are transferred by such Investor, and such transferee shall be deemed an
"Investor" for purposes of this Agreement; provided that the transferee provides
written notice of such assignment to the Company and agrees to be bound by the
terms and conditions set forth herein.
3. Severability. The provisions of this Agreement are severable, so that
the invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other term or provision of this
Agreement, which shall remain in full force and effect.
4. Specific Performance. In addition to any and all other remedies that
may be available at law in the event of any breach of this Agreement, the
Investors and the Founder shall be entitled to specific performance of the
agreements and obligations of the other parties
-13-
14
hereunder and to such other injunctive or other equitable relief as may be
granted by a court of competent jurisdiction.
5. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware (without
reference to the conflicts of law provisions thereof).
6. Notices. All notices, requests, consents, and other communications
under this Agreement shall be in writing and shall be delivered by hand, sent
via a reputable nationwide overnight courier service or mailed by first class
certified or registered mail, return receipt requested, postage prepaid:
If to the Company, at ArrowPoint Communications, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: President, or at such other address or addresses as
may have been furnished in writing by the Company to the Purchasers, with a
copy to ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Esq.;
If to an Investor, at its or his address as set forth on the signature
page hereto, or at such other address or addresses as may have been furnished in
writing by such Investor to the Company;
If to the Founder, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such
other address or addresses as may have been furnished by the Founder to the
Company and the Investors.
Notices provided in accordance with this Article V, Section 6 shall be
deemed delivered upon personal delivery, one business day after being sent via a
reputable nationwide overnight courier service, or two business days after
deposit in the mail.
7. Complete Agreement; Amendments.
(a) This Agreement constitutes the full and complete agreement of
the parties hereto with respect to the subject matter hereof.
(b) The Investor Rights Agreement dated February 16, 1999 among the
Company, certain of the Investors and the Founder is hereby terminated and is
superceded in all respects by this Agreement. Each of the Investors hereby
waives any right it may have had under Article IV of such Investor Rights
Agreement with respect to the issuance and sale by the Company of the shares of
Series E Convertible Preferred Stock pursuant to the Series E Agreement.
(c) This Agreement may be amended, terminated or any rights
hereunder may be waived at any time by a written instrument signed by the
Company, Investors holding at least 66 2/3% of the shares of Common Stock issued
or issuable upon conversion of the Shares, and (if such amendment affects any of
the rights or obligations of the Founder) the Founder. No waivers of or
exceptions to any term, condition or provision of this Agreement, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.
-14-
15
8. Pronouns. Whenever the content may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural, and vice
versa.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one Agreement binding on all the parties hereto.
10. Captions. Captions of sections have been added only for convenience
and shall not be deemed to be a part of this Agreement.
11. Additional Purchasers. Persons or entities that, after the date
hereof, purchase Shares pursuant to the Series E Preferred Stock Purchase
Agreement and become "Additional Purchasers" thereunder may, with the prior
written approval of the Company (but without the need for approval by any other
party to this Agreement), become parties to this Agreement by executing and
delivering a counterpart signature page hereto, whereupon they shall be deemed
"Purchasers" for all purposes of this Agreement.
-15-
16
[Investor Rights Agreement]
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
written above.
COMPANY:
ArrowPoint Communications, Inc.
By:________________________________
Chin-▇▇▇▇▇ ▇▇
President
INVESTORS:
North Bridge Venture Partners II, L.P.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: North Bridge Venture Management II, L.P.,
its General Partner
By:___________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
General Partner
North Bridge Venture Partners IV-A, L.P.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: North Bridge Venture Management IV, L.P.,
its General Partner
By:___________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
General Partner
North Bridge Venture Partners IV-B, L.P.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: North Bridge Venture Management IV, L.P.,
its General Partner
By:___________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
General Partner
-16-
17
Matrix Partners IV, L.P.
Bay Colony Corporate Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: Matrix IV Management Co., L.P.,
its General Partner
By:____________________________
▇▇▇▇ ▇. ▇▇▇▇▇
General Partner
Matrix IV Entrepreneurs Fund, L.P.
Bay Colony Corporate Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: Matrix IV Management Co., L.P.,
its General Partner
By:___________________________
▇▇▇▇ ▇. ▇▇▇▇▇
General Partner
Matrix Partners VI, L.P.
Bay Colony Corporate Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: Matrix VI Management Co., L.L.C.,
its General Partner
By:____________________________
▇▇▇▇ ▇. ▇▇▇▇▇
Member
Matrix ____________
Bay Colony Corporate Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: _______________________________
its ____________
By:____________________________
Name:
Title:
-▇▇-
▇▇
▇▇▇▇▇ ▇ ▇.▇.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: Accel V Associates L.L.C.
its General Partner
By:_______________________________
Name:
Managing Member
Accel Internet/Strategic Technology
Fund L.P.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: Accel Internet/Strategic
Technology Fund Associates L.L.C.
its General Partner
By:_______________________________
Name:
Managing Member
Accel Keiretsu V L.P.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: Accel Keiretsu V Associates L.L.C.
its General Partner
By:_______________________________
Name:
Managing Member
Accel Investors '97 L.P.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:_______________________________
Name:
General Partner
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Partners
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:_______________________________
-18-
19
Name:
General Partner
Net One Systems Co., Ltd.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
By:_______________________________
Name:
Title:
Westcon Group, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:_______________________________
Name:
Title:
Pequot Private Equity Fund, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: Pequot Capital Management, Inc.
Investment Manager
By:_______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
Pequot Offshore Private Equity Fund, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: Pequot Capital Management, Inc.
Investment Adviser
By:_______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
-19-
20
Spinnaker Clipper Fund, LP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: ▇▇▇▇▇▇ Capital Management, L.L.C.,
its General Partner
By:_______________________________
Name:
Title:
Spinnaker Founders Fund, LP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: ▇▇▇▇▇▇ Capital Management, L.L.C.,
its General Partner
By:_______________________________
Name:
Title:
Spinnaker Offshore Founders Fund, Cayman Limited
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: ▇▇▇▇▇▇ Capital Management, L.L.C.,
its Investment Adviser and Attorney-in-Fact
By:_______________________________
Name:
Title:
-20-
21
Bayview Investors, Ltd.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:_______________________________
Name:
Title:
BT Investment Partners, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇, ▇▇ ▇▇▇▇▇
By:_______________________________
Name:
Title:
H&D Investments 97
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:_______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The Alexer Family Limited Partnership
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:_______________________________
Name:
__________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-21-
22
__________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇ ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ GUY466FN
__________________________________
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
Chin-▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
Yeh-Tsong Wen
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-22-
23
__________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇▇▇
▇▇▇▇▇▇▇ under the Massachusetts
Uniform Transfers to Minors Act
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ under the Massachusetts
Uniform Transfers to Minors Act
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-23-
24
__________________________________
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
[Corporate--Exodus]
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-24-
25
__________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________________Michael
▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇ ▇▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇ ▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-25-
26
__________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇
Exodus
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇ ▇▇▇▇▇▇▇▇
Global Crossing
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Global Crossing
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇▇
Global Crossing
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇
Global Crossing
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-26-
27
__________________________________
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
__________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇. ▇▇▇▇ ▇▇▇
Combox
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇., #▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇▇▇▇▇▇
Combox
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇., #▇▇▇
__________________________________
[Lycos Corporate]
Lycos
▇▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-27-
28
__________________________________
▇▇▇ ▇▇▇▇▇
Lycos
▇▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
Case Technology
Isla del Hierro, n. 5
28700 San Sebastian
de los ▇▇▇▇▇
▇▇▇▇▇▇, Spain
__________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Sachs
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
FOUNDER:
__________________________________
Chin-▇▇▇▇▇ ▇▇
-28-