EXHIBIT 10.5
INKTOMI CORPORATION
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FIFTH AMENDED AND RESTATED
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INVESTORS' RIGHTS AGREEMENT
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This Fifth Amended and Restated Investors' Rights Agreement (this
"Agreement") is made and entered into as of February 13, 1998 (the "Effective
Date") by and among Inktomi Corporation, a Delaware corporation (the "Company"),
the investors shown as owning Series A Preferred Stock on Exhibit A (the "Series
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A Investors"), the investors shown as owning Series B Preferred Stock on Exhibit
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A (the "Series B Investors"), the investors shown as owning Series C Preferred
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Stock on Exhibit A (the "Series C Investors"), the investors shown as owning
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Series D Preferred Stock on Exhibit A (the "Series D Investors"), the investors
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shown as owning Series E Preferred Stock on Exhibit A (the "Series E Investors")
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and certain other investors listed on Exhibit A (the "Stockholders"). The
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Series A Investors, Series B Investors, Series C Investors, Series D Investors
and Series E Investors are sometimes hereinafter collectively referred to as the
"Investors."
RECITALS
A. The Company has previously sold shares of its Series A Preferred Stock
("Series A Stock") to certain Series A Investors on the terms and conditions set
forth in that certain Series A Preferred Stock Purchase Agreement dated March 5,
1996 by and among the Company and such Series A Investors (the "Series A
Agreement"). Such Series A Investors subsequently transferred some of their
Series A Stock to certain other Series A Investors.
B. The Company has previously sold shares of its Series B Preferred Stock
("Series B Stock") to certain Series B Investors on the terms and conditions set
forth in (i) that certain Series B Preferred Stock Purchase Agreement dated
▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) that certain Agreement and Plan of Voluntary Exchange dated
▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) those certain Consulting Agreements dated September 13,
1996, and (iv) the Notice of Conversion of Convertible Promissory Note dated
October 23, 1996 (collectively, the "Series B Agreements"). Such Series B
Investors subsequently transferred some of their Series B Stock to certain other
Series B Investors.
C. The Company has previously sold shares of its Series C Preferred Stock
("Series C Stock") to certain investors (the "Subscription Investors") on the
terms and conditions set forth in those certain Subscription Agreements by and
among the Company and the Subscription Investors (the "Subscription
Agreements").
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D. The Company has previously sold shares of its Series D Preferred Stock
("Series D Preferred Stock") and warrants (the "Series D Warrants") to purchase
shares of its Series D1 Preferred Stock ("Series D1 Preferred Stock") to the
Series D Investors on the terms and conditions set forth in that certain Series
D Preferred Stock and Warrant Purchase Agreement dated April 21, 1997 and that
certain Series D Preferred Stock and Warrant Purchase Agreement dated September
8, 1997 (collectively the "Series D Agreements"). The Series D Preferred Stock
and Series D1 Preferred Stock are sometimes collectively referred to herein as
the "Series D Stock."
E. ▇▇▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇ (collectively, "▇▇▇▇") and United
Capital Group LP, a Delaware limited partnership ("United") (▇▇▇▇ and United are
herein sometimes collectively called the "Purchasers"), have previously
purchased an aggregate total of 1,020,622 shares of the Company's Common Stock
and 200,000 shares of the Company's Series C Stock and certain Antidilution
Warrants (the "Antidilution Warrants") exercisable for as much as 779,378
additional shares of Common Stock pursuant to the Securities Purchase Agreement,
dated April 24, 1996 (the "Evergreen Agreement"), among Evergreen Southwest
Capital Corp., a Delaware corporation ("Evergreen"), ▇▇▇▇, United, the Company,
and its Founders (as defined in the Evergreen Agreement).
F. As of the date hereof, the Series E Investors are purchasing shares of
Series E Preferred Stock ("Series E Stock") from the Company pursuant to a
Series E Preferred Stock Purchase Agreement (the "Series E Agreement"). In
connection with and as a condition to the closing of this transaction, the
Company has agreed to grant to the Series E Investors the rights set forth
herein.
G. The Subscription Investors and the Purchasers will hereinafter be
referred to collectively as the "Series C Investors." The Subscription
Agreements and the Evergreen Agreement will hereinafter be referred to
collectively as the "Series C Agreements."
H. The Series A Stock, Series B Stock, Series C Stock, Series D Stock and
Series E Stock will hereinafter be referred to collectively as the "Preferred
Stock."
I. The Company and the undersigned parties hereto desire to enter into
this Agreement in order to amend, restate and replace their rights and
obligations under the Fourth Amended and Restated Investors' Rights Agreement by
and among the Company, the Series A Investors, the Series B Investors, the
Series C Investors, the Series D Investors, and the Stockholders, dated as of
September 8, 1997, as amended December 11, 1997 (the "Prior Rights Agreement"),
with the rights and obligations set forth in this Agreement. Section 4.2 of the
Prior Rights Agreement provides that the Prior Rights Agreement may be amended
by the written consent of the Company, the holders of a majority of all then
outstanding Series D Preferred Stock, and Investors and Stockholders holding a
majority of the "Stockholders' Shares" and "Investors Shares" (as defined in the
Prior Rights Agreement), and the undersigned parties to this Agreement hold a
majority of such shares.
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NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. INFORMATION RIGHTS.
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1.1 Financial Information. The Company covenants and agrees that,
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commencing on the date of this Agreement, for so long as any Investor holds at
least 600,000 shares of Series A Stock, 420,000 shares of Series B Stock,
112,000 shares of Series C Stock, 100,000 shares of Series D Stock, 20,000
shares of Series E Stock, and/or the equivalent number (on an as-converted
basis) of shares of Common Stock of the Company ("Common Stock") issued upon the
conversion of such shares of Series A Stock, Series B Stock, Series C Stock,
Series D Stock or Series E Stock ("Conversion Stock"), the Company will:
(a) Annual Reports. Furnish to such Investor, as soon as
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practicable and in any event within ninety (90) days after the end of each
fiscal year of the Company, a consolidated Balance Sheet as of the end of such
fiscal year, a consolidated Statement of Income, a consolidated Statement of
Cash Flows and a Consolidated Statement of Stockholders Equity of the Company
and its subsidiaries for such year, setting forth in each case in comparative
form the figures from the Company's previous fiscal year (if any), all prepared
in accordance with United States generally accepted accounting principles and
practices consistently applied with prior practice for earlier periods and
audited by nationally recognized independent certified public accountants;
(b) Quarterly Reports. Furnish to such Investor as soon as
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practicable, and in any case within forty-five (45) days of the end of each
fiscal quarter of the Company (except the last quarter of the Company's fiscal
year), quarterly unaudited financial statements, including an unaudited Balance
Sheet, an unaudited Statement of Income and an unaudited Statement of Cash
Flows, all prepared in accordance with United States generally accepted
accounting principles and practices consistently applied with prior practice for
earlier periods (with the exception of footnotes that may be required by such
principles and practices); and
(c) Annual Budget. Furnish to such Investor as soon as
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practicable and in any event no later than thirty (30) days after the close of
each fiscal year of the Company, an annual operating plan and budget, prepared
in reasonable detail and on a monthly basis, for the next immediate fiscal year.
The Company shall also furnish to such Investor, within a reasonable time of its
preparation, amendments to such annual operating plan and budget, if any.
(d) Confidentiality. Each Investor agrees to hold all
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information received pursuant to this Section in confidence, and not to use or
disclose any of such information to any third party, except to the extent such
information may be made publicly available by the Company.
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1.2 Inspection Rights. The Company shall permit each Investor
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entitled to receive financial information as set forth in Section 1.1 above, at
such Investor's expense, to visit and inspect the Company's properties, to
examine its books of account and records and to discuss the Company's affairs,
finances and accounts with its officers, all at such reasonable times as may be
requested by such Investor. Each such Investor agrees to hold all information
received from such inspections in confidence, and not to use or disclose any of
such information to any third party, except to the extent such information may
be made publicly available by the Company.
1.3 Termination of Certain Rights. The Company's obligations under
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Sections 1.1 and 1.2 above will terminate upon the earliest of (i) the closing
of the Company's initial public offering of Common Stock pursuant to an
effective registration statement filed under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or (ii) acquisition (by merger, consolidation or
otherwise) of the Company where the surviving entity is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "1934
Act").
2. REGISTRATION RIGHTS.
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2.1 Definitions. For purposes of this Section 2:
(a) Registration. The terms "register," "registered," and
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"registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement.
(b) Registrable Securities. The term "Registrable Securities"
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means: (1) all shares of Common Stock of the Company issued or issuable upon the
conversion of (i) any shares of Series A Stock issued under the Series A
Agreement, (ii) any shares of Series B Stock issued under the Series B
Agreements, (iii) any shares of Series C Stock issued under the Series C
Agreements, (iv) any shares of Series D Preferred Stock issued under the Series
D Agreements, (v) any shares of Series D1 Preferred Stock issued pursuant to
exercise of the Series D Warrants and (vi) any shares of Series E Stock issued
under the Series E Agreement, that are now owned or may hereafter be acquired by
any Investor or any Investor's permitted successors and assigns; (2) all shares
of Common Stock now held by the Stockholders and any shares of Common Stock
issuable upon exercise of the Antidilution Warrants (the "Stockholders'
Shares"); and (3) any shares of 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, all such shares of Common Stock described in
clauses (1) and (2) of this subsection (b); excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which rights under
this Section 2 are not assigned in accordance with this Agreement or any
Registrable Securities sold to the public or sold pursuant to Rule 144
promulgated under the Securities Act; provided, however, that notwithstanding
anything herein to the contrary, the shares of Common Stock of the Company
issued or issuable upon the conversion of any shares of Series A Stock issued
under the Series A
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Agreement or shares of Series B Stock issued under the Series B Agreements
("Common Stock Issuable Upon Conversion of Series A and Series B Stock"), and
any shares of Common Stock described in clause (3) of this Section 2.l(b) that
are issued in respect of any Common Stock Issuable Upon Conversion of Series A
and Series B Stock (collectively hereinafter referred to as the "Excluded
Shares"), shall not be Registrable Securities for the purposes of Section 2.2
(Demand Registration) or Section 2.4 (Short Form Registration) of this
Agreement.
(c) Registrable Securities Then Outstanding. The number of
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shares of "Registrable Securities then Outstanding" shall mean the number of
shares of Common Stock which are Registrable Securities and (1) are then issued
and outstanding or (2) are then issuable pursuant to the exercise or conversion
of then outstanding and then exercisable options, warrants or convertible
securities.
(d) Holder. For purposes of this Section 2 and Sections 3 and 4
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hereof, the term "Holder" means any person owning of record Registrable
Securities that have not been sold to the public or pursuant to Rule 144
promulgated under the Securities Act or any assignee of record of such
Registrable Securities to whom rights under this Section 2 have been duly
assigned in accordance with this Agreement; provided, however, that for purposes
of this Agreement, a record holder of shares of Preferred Stock (or securities
convertible into Preferred Stock) convertible into such Registrable Securities
shall be deemed to be the Holder of such Registrable Securities; provided,
further, that a holder of Excluded Shares (as defined in Section 2.l(b)) shall
not be a Holder with respect to such Excluded Shares for purposes of Section 2.2
or Section 2.4 of this Agreement; and provided, further, that the Company shall
in no event be obligated to register shares of Preferred Stock, and that Holders
of Registrable Securities will not be required to convert their shares of
Preferred Stock into Common Stock in order to exercise the registration rights
granted hereunder, until immediately before the closing of the offering to which
the registration relates.
(e) SEC. The term "SEC" or "Commission" means the U.S.
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Securities and Exchange Commission.
2.2 Demand Registration.
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(a) Request by Holders. If the Company shall receive at any time
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after August 31, 2000, or after 180 days after the effective date of the
Company's initial public offering of its securities pursuant to a registration
filed under the Securities Act, a written request from the Holders of at least a
majority of the Registrable Securities then outstanding that the Company file a
registration statement under the Securities Act covering the registration of
Registrable Securities pursuant to this Section 2.2, then the Company shall,
within ten (10) business days of the receipt of such written request, give
written notice of such request ("Request Notice") to all Holders, and effect, as
soon as practicable, and in any event within 60 days following delivery of the
Request Notice, the registration under the Securities Act of all Registrable
Securities which Holders request to be registered and included in such
registration by
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written notice given such Holders to the Company within twenty (20) days after
receipt of the Request Notice, subject only to the limitations of this Section
2.2; provided that the Registrable Securities requested by all Holders to be
registered pursuant to such request must either (i) be at least fifty percent
(50%) of all Registrable Securities then outstanding or (ii) have an anticipated
aggregate public offering price (before any underwriting discounts and
commissions) of not less than $2,000,000.
(b) Underwriting. If the Holders initiating the registration
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request under this Section 2.2 ("Initiating Holders") intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
then they shall so advise the Company as a part of their request made pursuant
to this Section 2.2 and the Company shall include such information in the
written notice referred to in subsection 2.2(a). In such event, the right of any
Holder to include his Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder) to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriters selected for such underwriting by the Company and reasonably
acceptable to a majority in interest of the Initiating Holders. Notwithstanding
any other provision of this Section 2.2, if the underwriter(s) advise(s) the
Company in writing that marketing factors require a limitation of the number of
securities to be underwritten then the Company shall so advise all Holders of
Registrable Securities which would otherwise be registered and underwritten
pursuant hereto, and the number of Registrable Securities that may be included
in the underwriting shall be reduced as required by the underwriter(s) and
allocated among the Holders of Registrable Securities on a pro rata basis
according to the number of Registrable Securities then outstanding held by each
Holder requesting registration (including the Initiating Holders); provided,
however, that the number of shares of Registrable Securities to be included in
such underwriting and registration shall not be reduced unless all other
securities of the Company are first entirely excluded from the underwriting and
registration. Any Registrable Securities excluded and withdrawn from such
underwriting shall be withdrawn from the registration.
(c) Maximum Number of Demand Registrations. The Company is
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obligated to effect only one such registration pursuant to this Section 2.2.
(d) Deferral. Notwithstanding the foregoing, if the Company
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shall furnish to Holders requesting the filing of a registration statement
pursuant to this Section 2.2, a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith judgment of the
Board of Directors of the Company, it would be seriously detrimental to the
Company and its stockholders for such registration statement to be filed and it
is therefore essential to defer the filing of such registration statement, then
the Company shall have the right to defer such filing for a period of not more
than 90 days after receipt of the request of the
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Initiating Holders; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.
(e) Expenses. All expenses incurred in connection with a
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registration pursuant to this Section 2.2, including without limitation all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel for the selling Holders (but excluding
underwriters' discounts and commissions), shall be borne by the Company. Each
Holder participating in a registration pursuant to this Section 2.2 shall bear
such Holder's proportionate share (based on the total number of shares sold in
such registration other than for the account of the Company) of all discounts,
commissions or other such amounts payable to underwriters or brokers in
connection with such offering. Notwithstanding the foregoing, the Company shall
not be required to pay for any expenses of any registration proceeding begun
pursuant to this Section 2.2 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable
Securities to be registered, unless the Holders of a majority of the Registrable
Securities then outstanding agree to forfeit their right to one (1) demand
registration pursuant to this Section 2.2 (in which case such right shall be
forfeited by all Holders of Registrable Securities); provided, further, however,
that if at the time of such withdrawal, the Holders have learned of a material
adverse change in the condition, business, or prospects of the Company not known
to the Holders at the time of their request for such registration and have
withdrawn their request for registration with reasonable promptness after
learning of such material adverse change, then the Holders shall not be required
to pay any of such expenses and shall retain their rights pursuant to this
Section 2.2.
2.3 Piggyback Registrations. The Company shall notify all Holders of
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Registrable Securities in writing at least thirty (30) days prior to filing any
registration statement under the Securities Act for purposes of effecting a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to any employee benefit
plan or a corporate reorganization) and will afford each such Holder an
opportunity to include in such registration statement all or any part of the
Registrable Securities then held by such Holder. Each Holder desiring to
include in any such registration statement all or any part of the Registrable
Securities held by such Holder shall, within twenty (20) days after receipt of
the above-described notice from the Company, so notify the Company in writing,
and in such notice shall inform the Company of the number of Registrable
Securities such Holder wishes to include in such registration statement. If a
Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its securities, all upon the terms
and conditions set forth herein.
(a) Underwriting. If a registration statement under which the
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Company gives notice under this Section 2.3 is for an underwritten offering,
then the Company
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shall so advise the Holders of Registrable Securities. In such event, the right
of any such Holder's Registrable Securities to be included in a registration
pursuant to this Section 2.3 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing
underwriter determines in good faith that marketing factors require a limitation
of the number of shares to be underwritten, then the managing underwriters may
limit the Registrable Securities and other securities to be distributed through
such underwriting. The Company shall so advise all Holders proposing to
distribute their securities through the underwriting of such limitation, and the
number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among all such Holders in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the registration
statement. In no event shall the amount of securities of the selling Holdings
included in the registration be reduced below thirty percent (30%) of the total
amount of securities included in such registration, unless such offering is the
initial underwritten public offering of the Company's securities and such
registration does not include shares of any other selling stockholders, in which
event any or all of the Registrable Securities of the Holders may be excluded in
accordance with the preceding two sentences. If any Holder disapproves of the
terms of any such underwriting, such Holder may elect to withdraw therefrom by
giving written notice to the Company and the underwriter, delivered at least ten
(10) business days prior to the effective date of the registration statement.
Any Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration. For any Holder which is a
partnership, limited liability company or corporation, the partners, retired
partners, members, retired members and stockholders of such Holder, or the
estates and family members of any such partners, retired partners, members and
retired members and any trusts for the benefit of any of the foregoing persons
(to the extent and only to the extent that the partnership, limited liability
company or corporation transferred shares to such persons), shall be deemed to
be a single "Holder," and any pro rata reduction with respect to such "Holder"
shall be based upon the aggregate amount of shares carrying registration rights
owned by all entities and individuals included in such "Holder," as defined in
this sentence.
(b) Expenses. All expenses incurred in connection with a
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registration pursuant to this Section 2.3 (excluding underwriters' and brokers'
discounts and commissions), including, without limitation all federal and "blue
sky" registration, filing and qualification fees, printers' and accounting fees,
fees and disbursements of counsel for the Company and reasonable fees and
disbursements of one counsel for the selling Holders shall be borne by the
Company.
2.4 Short Form Registration. If any Holder or Holders of the
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Registrable Securities request that the Company file a registration statement on
Form S-3 (or any successor form to Form S-3), or any similar short-form
registration statement, for a public offering of Registrable Securities, the
reasonably anticipated aggregate price to the public of which, net of
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underwriting discounts and commissions, would exceed $500,000 and the Company is
a registrant entitled to use Form S-3 to register the Registrable Securities for
such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered on such form for the offering and to
cause such Registrable Securities to be qualified in such jurisdictions as the
Holder or Holders may reasonably request; provided however that the Company
shall not be required to effect more than one such registration in any twelve
(12) month period. The provisions of Section 2.2(b), 2.2(d) and 2.2(e) shall be
applicable to each registration initiated under this Section 2.4. The Company is
obligated to effect only five registrations pursuant to this Section 2.4.
Registrations effected pursuant to this Section 2.4 shall not be counted as
demands for registration or registrations effected pursuant Sections 2.2 or 2.3.
2.5 Obligations of the Company. Whenever required to effect the
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registration of any Registrable Securities under this Agreement, 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, and, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for up to one hundred twenty (120) days;
provided however that (i) such 120-day period shall be extended for a period of
time equal to the period the Holder refrains from selling any securities
included in such registration at the request of an underwriter of Common Stock
(or other securities) of the Company, and (ii) in the case of any registration
of Registrable Securities on Form S-3 which are intended to be offered on a
continuous or delayed basis, such 120-day period shall be extended, if
necessary, to keep the registration statement effective until all such
Registrable Securities are sold, provided that Rule 415, or any successor rule
under the Securities Act, permits an offering on a continuous or delayed basis,
and provided further that applicable rules under the Act governing the
obligation to file a post-effective amendment permit, in lieu of filing a post-
effective amendment which (A) includes any prospectus required by Section
10(a)(3) of the Securities Act or (B) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in (A) and (B) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the 1934 Act in the registration statement.
(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 Securities Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by them that are included in such registration.
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(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(s) of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
(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 Securities 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) Furnish, at the request of any Holder requesting
registration of Registrable Securities, on the date that such Registrable
Securities are delivered to the underwriters for sale, if such securities are
being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the
Holders requesting registration, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities and (ii) a
"comfort" letter dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the
Holders requesting registration, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities.
(h) Cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed.
(i) Provide a transfer agent and registrar for all Registrable
Securities and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration.
2.6 Furnish Information. It shall be a condition precedent to the
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obligations of the Company to take any action pursuant to Sections 2.2, 2.3 or
2.4 that the selling Holders shall
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furnish to the Company such information regarding themselves, the Registrable
Securities held by them, and the intended method of disposition of such
securities as shall be required to timely effect the registration of their
Registrable Securities.
2.7 Delay of Registration. No Holder shall have any right to obtain
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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 2.
2.8 Indemnification. In the event any Registrable Securities are
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included in a registration statement under Sections 2.2, 2.3 or 2.4:
(a) By the Company. To the extent permitted by law, the Company
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will indemnify and hold harmless each Holder, the partners, members, officers
and directors of each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the of the meaning of the Securities Act or the 1934 Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities 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 Securities Act, the 1934 Act, any federal or state securities law or any
rule or regulation promulgated under the Securities Act, the 1934 Act or any
federal or state securities law or common law in connection with the offering
covered by such registration statement;
and the Company will reimburse each such Holder, partner, member, officer or
director, underwriter or controlling person for any legal or other expenses
reasonably incurred by them, as incurred, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided however,
-------- -------
that the indemnity agreement contained in this subsection 2.8(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 such Holder, partner, member,
officer, director, underwriter or controlling person of such Holder.
-11-
(b) By Selling Holders. 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 have signed the registration statement, each
person, if any who controls the Company within the meaning of the Securities
Act, any underwriter and any other Holder selling securities under the
registration statement or any of such other Holder's partners, directors or
officers or any person who controls such Holder within the meaning of the
Securities Act or the 1934 Act, against any losses, claims, damages or
liabilities (joint or several) to which the Company or any such director,
officer, controlling person, underwriter or other Holder, partner, officer,
director or controlling person of such other Holder may become subject under the
Securities 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 reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other Holder, partner, officer, director or
controlling person of such other Holder in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
-------- -------
that the indemnity agreement contained in this subsection 2.8(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; and provided further, that the total
-------- -------
amounts payable in indemnity by a Holder under this Section 2.8(b) in respect of
any Violation shall not exceed the net proceeds received by such Holder in the
registered offering out of which such Violation arises.
(c) Notice. Promptly after receipt by an indemnified party under
------
this Section 2.8 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 2.8, 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 shall
-------- --------
have the right to retain its own 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 conflict of 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 2.8, 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 2.8.
-12-
(d) Defect Eliminated in Final Prospectus. The foregoing
-------------------------------------
indemnity agreements of the Company and Holders are subject to the condition
that, insofar as they relate to any Violation made in a preliminary prospectus
but eliminated or remedied in the amended prospectus on file with the SEC at the
time the registration statement in question becomes effective or the amended
prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "Final
-----
Prospectus"), such indemnity agreement shall not inure to the benefit of any
----------
person if a copy of the Final Prospectus was furnished to the indemnified party
and was not furnished to the person asserting the loss, liability, claim or
damage at or prior to the time such action is required by the Securities Act;
provided, however, that this condition shall only apply where the indemnified
-------- -------
party had an obligation to provide the Final Prospectus to such person.
(e) Contribution. 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 exercising rights under this Agreement, or any controlling
person of any such Holder, makes a claim for indemnification pursuant to this
Section 2.8 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 Section 2.8 provides
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any such selling Holder or any such controlling
person in circumstances for which indemnification is provided under this Section
2.8; then, and in each such case, the Company and such Holder will contribute to
the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion so that such Holder
is responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by and sold under the
registration statement bears to the public offering price of all securities
offered by and sold under such registration statement, and the Company and other
selling Holders are 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 net public offering price of all such Registrable
Securities offered and sold by such Holder 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) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.
(f) Survival. The obligations of the Company and Holders under
--------
this Section 2.8 shall survive the completion of any offering of Registrable
Securities in a registration statement, and otherwise. Notwithstanding the
foregoing, to the extent 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.
2.9 "Market Stand-Off" Agreement. Each Holder hereby agrees that it
---------------------------
shall not, to the extent requested by the Company or an underwriter of
securities of the Company, sell or otherwise transfer or dispose of any
Registrable Securities or other shares of stock of the
-13-
Company then owned by such Holder (other than to donees or partners of the
Holder who agree to be similarly bound) for up to one hundred eighty (180) days
following the effective date of a registration statement of the Company filed
under the Securities Act, provided, however, that:
(a) such agreement shall be applicable only to the first such
registration statement of the Company which covers securities to be sold on its
behalf to the public in an underwritten offering but not to Registrable
Securities sold pursuant to the registration statement; and
(b) all executive officers, directors, stockholders holding more
than 1% of the then outstanding shares of capital stock (on a fully diluted, as-
converted basis), and other persons or entities holding registration rights
enter into similar agreements.
In order to enforce the foregoing covenant, the Company shall have the right to
place restrictive legends on the certificates representing the shares subject to
this Section and to impose stop transfer instructions with respect to the
Registrable Securities and such other shares of stock of each Holder (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such period.
2.10 Rule 144 Reporting. With a view to making available the benefits
------------------
of certain rules and regulations of the Commission which may at any time permit
the sale of the Registrable Securities to the public without registration, after
such time as a public market exists for the Common Stock of the Company, the
Company agrees to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date of the first registration under the Securities Act
filed by the Company for an offering of its securities to the general public;
(b) Take such action, including the voluntary registration of
its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the end of the fiscal year in
which the first registration statement filed by the Company for the offering of
its securities to the general public is declared effective;
(c) 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 1934 Act (at any time after it has become subject to such
reporting requirements); and
(d) So long as a Holder owns any Registrable Securities, to
furnish to the Holder upon request (i) a written statement by the Company as to
its compliance with the reporting requirements of Rule 144 (at any time after 90
days after the effective date of the first registration statement filed by the
Company for an offering of its securities to the general public),
-14-
and of the Securities Act and the 1934 Act (at any time after it has become
subject to the reporting requirements of 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 (iii) such other reports and documents of the Company
as a Holder may reasonably request in availing itself of any rule or regulation
of the Commission allowing a Holder to sell any such securities without
registration (at any time after the Company has become subject to the reporting
requirements of the 1934 Act).
2.11 Termination of the Company's Obligations. The Company shall have
----------------------------------------
no obligations pursuant to Sections 2.2, 2.3 or 2.4 with respect to (i) any
request or requests for registration made by any Holder on a date which is four
years following the date of closing of the Company's initial public offering of
Common Stock pursuant to an effective registration statement filed under the
Securities Act, or (ii) any Registrable Securities proposed to be sold by a
Holder in a registration pursuant to Sections 2.2, 2.3 or 2.4 if, in the opinion
of counsel to the Company, all such Registrable Securities proposed to be sold
by a Holder may be sold in a three-month period without registration under
Securities Act pursuant to Rule 144 under the Securities Act.
3. RIGHT OF FIRST REFUSAL.
----------------------
3.1 General. Each Holder (as defined in Section 2.1(d)) and any party
-------
to whom such Holder's rights under this Section 3 have been duly assigned in
accordance with Section 4.1(b) (each such Holder or assignee being hereinafter
referred to as a "Rights Holder") has the right of first refusal to purchase
such Rights Holder's Pro Rata Share (as defined below), of all (or any part) of
any "New Securities" (as defined in Section 3.2) that the Company may from time-
to-time issue after the date of this Agreement. A Rights Holder's "Pro Rata
Share" for purposes of this right of first refusal is the ratio of (a) the
number of Registrable Securities as to which such Rights Holder is the Holder
(and/or is deemed to be the Holder under Section 2.1(d)), to (b) a number of
shares of Common Stock of the Company equal to the sum of (i) the total number
of shares of Common Stock of the Company then outstanding plus (ii) the total
number of shares of Common Stock of the Company into which all then outstanding
shares of Preferred Stock of the Company are then convertible plus (iii) the
number of shares of Common Stock of the Company reserved for issuance under
stock purchase and stock option plans of the Company and outstanding warrants.
3.2 New Securities. "New Securities" shall mean any Common Stock or
--------------
Preferred Stock of the Company, whether now authorized or not, and rights,
options or warrants to purchase such Common Stock or Preferred Stock, and
securities of any type whatsoever that are, or may become, convertible or
exchangeable into such Common Stock or Preferred Stock; provided, however, that
-------- -------
the term "New Securities" does not include:
----------------
(a) up to a total of 7,802,791 shares of the Company's Common
Stock (or options, warrants or rights therefor) now or hereinafter issued to
employees, officers, or
-15-
directors of, or contractors, consultants or advisers to, or any entity
affiliated with any of the foregoing, the Company pursuant to stock purchase or
stock option plans, stock bonuses or awards, warrants, contracts, note
conversions, or other arrangements that are approved by the Board of Directors
of the Company;
(b) all shares of Series D Preferred Stock issued under the
Series D Agreements, and all shares of Series D1 Preferred Stock issued or
issuable upon exercise of the Series D Warrants issued under the Series D
Agreements;
(c) all shares of Common Stock issued or issuable upon
conversion of any series of Preferred Stock;
(d) up to a total of 10,000 shares of Common Stock issued or
issuable upon exercise of warrants granted to U.C. Berkeley, up to 256,000
shares of Common Stock issued or issuable upon exercise of warrants granted to
Hiroshi Mikatani, and all shares of Common Stock issued or issuable upon
exercise of the Antidilution Warrants;
(e) up to 50,000 shares of Common Stock now or hereafter issued
to academic institutions with which the officers and/or key employees have a
relationship pursuant to any plan or arrangement approved by the Board of
Directors (including the one director elected by the holders of Series D
Preferred Stock);
(f) shares of the Company's Common Stock or Preferred Stock
issued in connection with any stock split or stock dividend;
(g) securities offered by the Company to the public pursuant to
a registration statement filed under the Securities Act;
(h) all shares of Common Stock or other securities now or
hereafter issued to parties providing the Company with equipment leases, real
property leases, loans, credit lines, guaranties of indebtedness, cash price
reductions or similar financing, provided the transaction is approved by a
majority of the members of the Company's Board of Directors, and provided
further that, in the case the proposed transaction is with an affiliate of the
Company, the transaction is unanimously approved by all disinterested members of
the Company's Board of Directors;
(i) securities issued pursuant to the acquisition of another
corporation or entity by the Company, as approved by the Company's Board of
Directors, by consolidation, merger, purchase of all or substantially all of the
assets, or other reorganization in which the Company acquires, in a single
transaction or series of related transactions, all or substantially all of the
assets of such other corporation or entity or fifty percent (50%) or more of the
voting power of such other corporation or entity or fifty percent (50%) or more
of the equity ownership of such other entity; and
-16-
(j) all shares of Series E Stock issued by the Company under the
Series E Agreement.
3.3 Procedures. In the event that the Company proposes to undertake
----------
an issuance of New Securities, it shall give to each Rights Holder written
notice of its intention to issue New Securities (the "Notice"), describing the
type of New Securities and the price and the general terms upon which the
Company proposes to issue such New Securities. Each Rights Holder shall have ten
(10) days from the date of mailing of any such Notice to agree in writing to
purchase such Rights Holder's Pro Rata Share of such New Securities for the
price and upon the general terms specified in the Notice by giving written
notice to the Company and stating therein the quantity of New Securities to be
purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights
Holder fails to so agree in writing within such ten (10) day period to purchase
such Rights Holder's full Pro Rata Share of an offering of New Securities (a
"Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right
hereunder to purchase that part of this Pro Rata Share of such New Securities
that he did not so agree to purchase.
3.4 Failure to Exercise. In the event that the Rights Holders fail to
-------------------
exercise in full the right of first refusal within such ten (10) day period,
then the Company shall have 60 days thereafter to sell the New Securities with
respect to which the Rights Holders' rights of first refusal hereunder were not
exercised, at a price not less than and upon terms no more favorable to the
purchasers thereof than specified in the Company's Notice to the Rights Holders.
In the event that the Company has not issued and sold the New Securities within
such 60 day period, then the Company shall not thereafter issue or sell any New
Securities without again first offering such New Securities to the Rights
Holders pursuant to this Section 3.
3.5 Termination. This right of first refusal shall terminate (i)
-----------
immediately before the closing of a firm commitment underwritten public
offering, pursuant to an effective registration statement filed under the
Securities Act that results in a conversion of all outstanding shares of Series
D Preferred Stock, Series D1 Preferred Stock and Series E Preferred Stock into
Common Stock under the Company's Certificate of Incorporation, or (ii) upon (a)
the acquisition of all or substantially all the assets of the Company or (b) an
acquisition of the Company by another corporation or entity by consolidation,
merger or other reorganization in which the holders of the Company's outstanding
voting stock immediately prior to such transaction own, immediately after such
transaction, securities representing less than fifty percent (50%) or more of
the voting power of the corporation or other entity surviving such transaction
pursuant to this Section 3.
-17-
4. ASSIGNMENT AND AMENDMENT.
------------------------
4.1 Assignment. Notwithstanding anything herein to the contrary:
----------
(a) Information Rights. The rights of an Investor under Section
------------------
1.1 or 1.2 hereof may be assigned only to a party who acquires from an Investor
(or an Investor's permitted assigns) at least that number of shares of Series A
Stock, Series B Stock, Series C Stock, Series D Stock, Series E Stock and/or an
equivalent number (on an as-converted basis) of shares of Conversion Stock
described in Section 1.1 or 1.2 hereof, respectively.
(b) Registration Rights; Refusal Rights. The registration rights
-----------------------------------
of a Holder under Section 2 hereof and the rights of first refusal of a Rights
Holder under Section 3 hereof may be assigned only to a party who acquires at
least 600,000 shares of Series A Stock, 420,000 shares of Series B Stock,
112,000 shares of Series C Stock, 100,000 shares of Series D Stock or 20,000
shares of Series E Stock, and/or an equivalent number (on an as-converted basis)
of Registrable Securities issued upon conversion thereof, provided, however,
-------- -------
that no party may be assigned any of the foregoing rights unless the Company is
given written notice by the assigning party at the time of such assignment
stating the name and address of the assignee and identifying the securities of
the Company as to which the rights in question are being assigned; and provided,
further that any such assignee shall receive such assigned rights subject to all
the terms and conditions of this Agreement, including without limitation the
provisions of this Section 4.
(c) Oak Investment Partners. Notwithstanding anything to the
-----------------------
contrary herein, Oak Investment Partners VII, Limited Partnership ("Oak") shall
be entitled to assign any of its rights and benefits to any other entity
affiliated with Oak in connection with any transfer of shares of the Company's
capital stock (or securities convertible into or exercisable for capital stock)
to such affiliated fund, and upon any such transfer such affiliated transferee
shall be entitled to and shall have all of the rights and benefits hereunder as
if it were an initial "Investor" hereunder.
4.2 Amendment of Rights. Any provision of this Agreement may be
-------------------
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of (i) the Company, (ii) the holders of a majority of all then
outstanding Series D Stock and Series E Stock, voting as a single class, and
(iii) Investors and Stockholders (and/or any of their permitted successors or
assigns) holding shares of Common Stock, Preferred Stock and/or Conversion Stock
representing and/or convertible into a majority of all the Stockholders' Shares
and Investors' Shares (as defined below). As used herein, the term "Investors'
Shares" shall mean the shares of Common Stock then issuable upon conversion of
all then outstanding shares of Series A Stock issued under the Series A
Agreement, Series B Stock issued under the Series B Agreements and Series C
Stock issued under the Series C Agreements, plus all then outstanding shares of
Conversion Stock that were issued upon the conversion of any shares of Series A
Stock issued under the Series A
-18-
Agreement, shares of Series B Stock issued under the Series B Agreement or
shares of Series C Stock issued under the Series C Agreements. Any amendment or
waiver effected in accordance with this Section 4.2. shall be binding upon each
Investor, each Shareholder, each Holder, each permitted successor or assignee of
such Investor or Shareholder or Holder and the Company.
5. GENERAL PROVISIONS.
------------------
5.1 Notices. Any notice, request or other communication required or
-------
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if deposited in the U.S. mail by registered or
certified mail, return receipt requested, postage prepaid, or if dispatched by a
recognized courier service, as follows:
(a) if to an Investor, at such Investor's respective address as
set forth on Exhibit A hereto.
(b) if to the Company, at:
Inktomi Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
Any party hereto (and such party's permitted assigns) may by notice so given
change its address for future notices hereunder. Notice shall conclusively be
deemed to have been given when personally delivered or when deposited in the
mail or dispatched with a courier in the manner set forth above.
5.2 Entire Agreement. This Agreement, together with all the Exhibits
----------------
hereto, constitutes and contains the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes the Prior
Rights Agreement and any and all prior negotiations, correspondence, agreements,
understandings, duties or obligations between the parties respecting the subject
matter hereof. This Agreement will amend and restate the Prior Rights Agreement
to read as set forth herein, when it has been duly executed by parties having
the right to so amend and restate the Prior Rights Agreement.
5.3 Governing Law. This Agreement shall be governed by and construed
-------------
exclusively in accordance with the internal laws of the State of California as
applied to agreements among California residents entered into and to be
performed entirely within California, excluding that body of law relating to
conflict of laws and choice of law.
5.4 Severability. If one or more provisions of this Agreement are
------------
held to be unenforceable under applicable law, then such provision(s) shall be
excluded from this
-19-
Agreement and the balance of this Agreement shall be interpreted as if such
provision(s) were so excluded and shall be enforceable in accordance with its
terms.
5.5 Third Parties. Nothing in this Agreement, express or implied, is
-------------
intended to confer upon any person, other than the parties hereto and their
successors and assigns, any rights or remedies under or by reason of this
Agreement.
5.6 Successors And Assigns. Subject to the provisions of Section 4.1,
----------------------
the provisions of this Agreement shall inure to the benefit of, and shall be
binding upon, the successors and permitted assigns of the parties hereto.
5.7 Captions. The captions to sections of this Agreement have been
--------
inserted for identification and reference purposes only and shall not be used to
construe or interpret this Agreement.
5.8 Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
5.9 Costs And Attorneys' Fees. In the event that any action, suit or
-------------------------
other proceeding is instituted concerning or arising out of this Agreement or
any transaction contemplated hereunder, the prevailing party shall recover all
of such party's costs and attorneys' fees incurred in each such action, suit or
other proceeding, including any and all appeals or petitions therefrom.
5.10 Adjustments for Stock Splits, Etc. Wherever in this Agreement
---------------------------------
there is a reference to a specific number of shares of Common Stock or Preferred
Stock of the Company of any class or series, then, upon the occurrence of any
subdivision, combination or stock dividend of such class or series of stock, the
specific number of shares so referenced in this Agreement shall automatically be
proportionally adjusted to reflect the effect on the outstanding shares of such
class or series of stock by such subdivision, combination or stock dividend.
5.11 Aggregation of Stock. All shares 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.
5.12 Confidentiality. Neither the Company nor any Investor (other than
---------------
Intel Corporation ("Intel"), shall use Intel or its affiliates' names or refer
to Intel or its affiliates directly or indirectly in connection with Intel or
its affiliates' relationship with the Company in any advertisement, new release
or professional or trade publication, or in any other manner, unless otherwise
required by law or with the prior written consent of Intel, which consent will
generally not be granted. The parties agree that there will be no press release
or other public statement issued by any party relating to this Agreement or the
transactions contemplated hereby
-20-
unless required by law or mutually agreed to, and further agree to keep the
terms and conditions of this Investors' Rights Agreement and any other
agreements related to or entered into in connection with this Agreement
(collectively, the "Transaction Agreements") in strictest confidence, it being
understood that this restriction shall not prohibit disclosure to the parties'
counsel, accountants and professional advisors. If the Company determines that
it is required by law to disclose the terms and conditions of any or all of the
Transaction Agreements, or to file any or all of the Transaction Agreements with
the SEC, it shall, a reasonable time before making any such disclosure or
filing, consult with Intel regarding such filing and seek confidential treatment
for such portions of those agreements as may be required by Intel.
-21-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
THE COMPANY:
INKTOMI CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, President
and Chief Executive Officer
THE SERIES A INVESTORS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
UNITED CAPITAL GROUP LP
By: JHM 94 Corporation, a Delaware
Corporation, General Partner
By:_______________________________
Title:____________________________
THE SERIES B INVESTORS:
________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bander ▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and Grat
/s/ ▇. ▇. ▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
BULLDOG CAPITAL PARTNERS, L.P.
By: [SIGNATURE ILLEGIBLE]
--------------------------------------
Title: President
-----------------------------------
/s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________________
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Apostoleres
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. Fee
-------------------------------------------------
▇▇▇▇▇▇ ▇. Fee
_________________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
[SIGNATURE ILLEGIBLE]
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇ ▇. & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Tenants by the Entireties
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
[SIGNATURE ILLEGIBLE]
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇ Tenants by the
Entireties
_________________________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
_________________________________________________
▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
Trustees of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
Trustees of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ First
Irrevocable Trust
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
Trustees of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Second
Irrevocable Trust
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________________
Trustees of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________________
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇ Tenants by the
Entireties
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Tenants by
the Entireties
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇. and Ashley ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under the Florida
Uniform Transfers to Minors Act
/s/ Ashley ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
-------------------------------------------------
Ashley ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Irrevocable Trust of 1997
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., Trustee
-------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. Irrevocable Trust of 1997
_________________________________________________
▇▇▇▇▇ ▇'▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇ Tenants by the
Entireties
_________________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
▇.▇. ▇▇▇▇▇▇▇▇▇
RCT CAPITAL VENTURES, L.C.
By: [SIGNATURE ILLEGIBLE]
---------------------------------------------
Title: Managing Member
------------------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tenacy by the Entirety
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Tenants by the
Entireties
_________________________________________________
▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ as trustees
of the ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1989 Irrevocable Trust
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trust
-------------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Trust of 1997
_________________________________________________
▇▇▇▇ ▇. & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Tenants by the Entireties
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ III
-------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ III
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ L. ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------------
L. ▇▇▇▇▇ ▇▇▇▇▇ M.D. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
JTWROS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Revocable Trust u/a April 8, 1991
THE SERIES C INVESTORS:
_________________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
BULLDOG CAPITAL PARTNERS, L.P.
By: [SIGNATURE ILLEGIBLE]
----------------------------------------------
Title:President
-------------------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_________________________________________________
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇ ▇. & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Tenants by the Entireties
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., M.D.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ REVOCABLE FAMILY TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Title: Trustee
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ REVOCABLE FAMILY TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Title: Trustee
----------------------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇ Tenants by the
Entireties
_________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
KGB TRUST
By: [SIGNATURE ILLEGIBLE]
-------------------------------------
Title: Trustee
----------------------------------
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
--------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
__________________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇, Tenants by the
Entireties
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Tenants by the
Entireties
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
--------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇ Tenants by the
Entireties
__________________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Investors Rights Agreements.v4
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
▇. ▇. ▇▇▇▇▇▇▇▇▇
[SIGNATURE ILLEGIBLE]
-------------------------------------------------
RCT Capital Ventures, L.C.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Tenants by the
Entireties
__________________________________________________
▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Trust of 1997
__________________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
32
▇▇▇▇ ▇▇▇▇▇▇ PROFIT SHARING TRUST
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Title: Trustee
-------------------------------------
TEMPLAR CORPORATION
By: _______________________________________
Title: ____________________________________
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
UNITED CAPITAL GROUP LP
By: JHM94 Corporation, a Delaware
Corporation, General Partner
By: _______________________________________
Title: ____________________________________
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
STOCKHOLDERS:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
_____________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
UNITED CAPITAL GROUP LP
By: JM 94 Corporation, a Delaware
Corporation, General Partner
By: ________________________________________
Name: ______________________________________
SERIES D INVESTORS:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., M.D.
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., M.D.
INTEL CORPORATION
By: [SIGNATURE ILLEGIBLE]
-----------------------------------
Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Vice President and Treasurer
▇▇▇▇▇ ▇. ▇▇▇▇ TTEE U/A DTD. 9-6-83
AMENDED 4-1-96, ▇▇▇▇▇ ▇ ▇▇▇▇
REVOCABLE TRUST
By: [SIGNATURE ILLEGIBLE]
-----------------------------------
Title: Trustee
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ TTEE U/A DTD. 11-4-85
AMENDED 4-1-96, ▇▇▇▇▇ ▇. ▇▇▇▇
REVOCABLE TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Title: Trustee
-----------------------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
OAK INVESTMENT PARTNERS VII,
LIMITED PARTNERSHIP
By: Oak Associates VII, LLC,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing Member
OAK VII AFFILIATES FUND,
LIMITED PARTNERSHIP
By: Oak VII Affiliates, L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing Member
_________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
▇. ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Trust of 1997
____________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, JTWROS
/s/ ▇. ▇. ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee of the ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ Revocable Trust U/A April 8, 1991
▇▇▇▇ ▇▇▇▇▇▇ PROFIT SHARING TRUST
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Title: Trustee
-------------------------------------
____________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇
____________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
WS INVESTMENT COMPANY 97A
By:_________________________________________
Title:______________________________________
37
SERIES E INVESTORS:
ARTAL LUXEMBOURG S.A.
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
PALIZ ▇. ▇▇▇▇▇▇
MANAGING DIRECTOR
----------------------------------------------
Title of signatory, if applicable
▇▇▇, ▇▇▇▇▇-▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------------------
Address of investor for communication purposes
PHONE ▇▇▇▇▇-▇▇▇▇▇▇▇
----------------------------------------------
FAX ▇▇▇▇▇-▇▇▇▇▇▇▇▇
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreements.rv4
SERIES E INVESTORS:
Comdisco, Inc.
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
▇▇▇▇▇ ▇. ▇▇▇▇, PRESIDENT,
COMDISCO VENTURES DIVISION
----------------------------------------------
Title of signatory, if applicable
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------------
Address of investor for communication purposes
______________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
Digital Century Capital L.P.
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
President
----------------------------------------------
Title of signatory, if applicable
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ 30/th/ floor
----------------------------------------------
Address of investor for communication purposes
New York, NY 100LL
----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreements.v4
SERIES E INVESTORS:
DSJ INTERNATIONAL TRUST
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
TRUSTEE
----------------------------------------------
Title of signatory, if applicable
1370 Avenue of the Americas, 26/th/ Floor
----------------------------------------------
Address of investor for communication purposes
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreements.v4
SERIES E INVESTORS:
Ensign Peak Abvisors, Inc.
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
F. ▇▇▇▇▇ ▇▇▇▇▇
Senior Vice President
----------------------------------------------
Title of signatory, if applicable
▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ - 15th Floor
----------------------------------------------
Address of investor for communication purposes
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreements.v4
SERIES E INVESTORS:
Essex High Technology Fund, L.P.
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
Vice President
----------------------------------------------
Title of signatory, if applicable
c/o Essex Investment Mgnt. Co, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
----------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
----------------------------------------------
7,000 Shares
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreements.v4
SERIES E INVESTORS:
Essex High Technology Fund (Bermuda) LP
-------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
-------------------------------------------
Signature
Vice President
-------------------------------------------
Title of signatory, if applicable
c/o Essex Investment Mgmt. Co., Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
-------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------------------------------
63,500 shares
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
HLM/CB Fund, LP
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
-----------------------------------------------
Signature General Partner
HLM/CB Associates, LLC
the General Partner of
HLM/CB Fund, L.P.
_______________________________________________
Title of signatory, if applicable
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------
Address of investor for communication purposes
_______________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
INK FUND
-------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
Ink Fund
[SIGNATURE ILLEGIBLE]
-------------------------------------------------
Signature
Chairman-▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc
-------------------------------------------------
Title of signatory, if applicable
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Associates, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
-------------------------------------------------
Address of investor for communication purposes
▇▇▇ ▇▇▇▇, ▇.▇ ▇▇▇▇▇
-------------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇▇▇▇▇ Communications and Information Fund, Inc.
--------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
--------------------------------------------------
Signature
Vice President
--------------------------------------------------
Title of signatory, if applicable
__________________________________________________
Address of investor for communication purposes
▇▇. ▇▇▇▇ ▇. ▇▇▇▇
J & W ▇▇▇▇▇▇▇▇ & Co., Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Telephone # (▇▇▇) ▇▇▇-▇▇▇▇
Fax # (▇▇▇) ▇▇▇-▇▇▇▇
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇▇▇▇ Associates
-------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------
Signature
Managing Partner
-------------------------------------------------
Title of signatory, if applicable
c/o Bessemer Trust Co., N.A.
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Address of investor for communication purposes
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
-------------------------------------------------
Copy to: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (22C)
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
CLOSEFIRE LTD
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
Mai OnPogue For CloseFire LTD
------------------------------------------------
Signature
PRESIDENT ▇▇▇▇▇ CAPITAL MANAGEMENT INC
------------------------------------------------
Title of signatory, if applicable
c/▇ ▇▇▇▇▇ Capital Management
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address of investor for communication purposes
________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
U.S.A. FUND LIMITED PARTNERSHIP
--------------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------------------
Signature
PRESIDENT, WORLD TOTAL RETURN INC.
--------------------------------------------------------
Title of signatory, if applicable (Sole General Partner)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------
Address of investor for communication purposes
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ (FAX)
--------------------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
Velocity Technology and Communications Trust B
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
------------------------------------------------
Signature
Investment Advisor
------------------------------------------------
Title of signatory, if applicable
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
------------------------------------------------
Address of investor for communication purposes
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
ACHIEVER CORPORATION
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
------------------------------------------------
Signature
PRESIDENT
------------------------------------------------
Title of signatory, if applicable
▇-▇▇▇▇, ▇▇▇▇▇▇, BAHAMAS
------------------------------------------------
Address of investor for communication purposes
________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇▇ ▇. & ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
TENANTS BY THE ENTIRETIES
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Signature
________________________________________________
Title of signatory, if applicable
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
________________________________________________
Address of investor for communication purposes
________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
------------------------------------------------
Signature
________________________________________________
Title of signatory, if applicable
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, #▇▇▇▇
------------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
BEJA INTERNATIONAL S.A.
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇
Managing Director
----------------------------------------------
Title of signatory, if applicable
______________________________________________
Address of investor for communication purposes
▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement. v4
SERIES E INVESTORS:
ABS Employees Venture Fund Limited Partnership
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------------
Signature
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer of Alex. ▇▇▇▇▇ Investments, Inc.
----------------------------------------------
Title of signatory, if applicable
GP of the partnership
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
----------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------------
Attn: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
______________________________________________
Title of signatory, if applicable
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇.
----------------------------------------------
Address of investor for communication purposes
▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreements.v4
SERIES E INVESTORS:
▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇▇
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
______________________________________________
Title of signatory, if applicable
2 LONGSPUR
----------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇ ▇▇▇▇
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
______________________________________________
Title of signatory, if applicable
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
----------------------------------------------
Address of investor for communication purposes
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
----------------------------------------------
Signature
______________________________________________
Title of signatory, if applicable
______________________________________________
Address of investor for communication purposes
______________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------------------
Print name of investor exactly as it should appear on
stock certificate
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------------------
Signature
______________________________________________________
Title of signatory, if applicable
______________________________________________________
Address of investor for communication purposes
380 [illegible]
------------------------------------------------------
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement v4
62
SERIES E INVESTORS:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------------
Print name of investor exactly as it should appear on
stock certificate
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------------
Signature
______________________________________________________
Title of signatory, if applicable
______________________________________________________
Address of investor for communication purposes
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement v4
63
SERIES E INVESTORS:
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------
Print name of investor exactly as it should appear on
stock certificate
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------
Signature
______________________________________________________
Title of signatory, if applicable
______________________________________________________
Address of investor for communication purposes
______________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement v4
64
SERIES E INVESTORS:
Prism III Investment Partnership
------------------------------------------------------
Print name of investor exactly as it should appear on
stock certificate
[SIGNATURE ILLEGIBLE]
------------------------------------------------------
Signature
Managing General Partner
------------------------------------------------------
Title of signatory, if applicable
% ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
------------------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
______________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement v4
65
SERIES E INVESTORS:
Sointu Limited
------------------------------------------------------
Print name of investor exactly as it should appear on
stock certificate
[SIGNATURE ILLEGIBLE]
------------------------------------------------------
Signature
PRESIDENT
------------------------------------------------------
Title of signatory, if applicable
▇-▇▇▇▇, ▇▇▇▇▇▇, BAHAMAS
------------------------------------------------------
Address of investor for communication purposes
______________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement v4
66
SERIES E INVESTORS:
SPIEGEL ENTERPRISES
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
-----------------------------------------------
Signature
GENERAL PARTNER
-----------------------------------------------
Title of signatory, if applicable
2050 So. ▇▇▇▇▇ DR #225
-----------------------------------------------
Address of investor for communication purposes
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇▇▇▇ ▇. STORY REVOCABLE TRUST
DATED AUGUST 9, 1995
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ S. F. Story
-----------------------------------------------
Signature
▇▇▇▇▇▇▇ F STORY, TRUSTEE
-----------------------------------------------
Title of signatory, if applicable
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
TENNYSON PRIVATE PLACEMENT OPPORTUNITY FUND, LLLP
-------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
-------------------------------------------------
Signature
MANAGING MEMBER OF GENERAL PARTNER
-------------------------------------------------
Title of signatory, if applicable
▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇.
-------------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇. ▇▇ ▇▇▇▇▇
-------------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
[SIGNATURE ILLEGIBLE]
-----------------------------------------------
Signature
-----------------------------------------------
Title of signatory, if applicable
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------
Address of investor for communication purposes
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
Stuart ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ Stuart ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Signature
-----------------------------------------------
Title of signatory, if applicable
804 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-----------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇, ▇▇. ▇▇▇▇▇
-----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇. ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇ ▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Signature
-----------------------------------------------
Title of signatory, if applicable
P O Box 270847
-----------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Signature
________________________________________________
Title of signatory, if applicable
934 Guisando ▇▇ ▇▇▇▇▇
------------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇, ▇▇. ▇▇▇▇▇
------------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇▇▇ ▇. CASE
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇▇▇ ▇. Case
------------------------------------------------
Signature
________________________________________________
Title of signatory, if applicable
________________________________________________
Address of investor for communication purposes
________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------------
Signature
________________________________________________
Title of signatory, if applicable
▇ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Address of investor for communication purposes
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ California
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Signature
▇▇▇▇ ▇. ▇▇▇▇▇
Controller, Attorney-in-fact
------------------------------------------------
Title of signatory, if applicable
▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------
Address of investor for communication purposes
________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. M.D.
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇. ▇▇▇▇▇▇
------------------------------------------------
Signature
________________________________________________
Title of signatory, if applicable
________________________________________________
Address of investor for communication purposes
________________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Signature
MANAGING DIRECTOR
------------------------------------------------
Title of signatory, if applicable
64 ▇▇▇▇ ?????? RD
------------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
SERIES E INVESTORS:
▇▇▇▇▇▇▇ ▇. ▇▇▇
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
-----------------------------------------------
Signature
_______________________________________________
Title of signatory, if applicable
_______________________________________________
Address of investor for communication purposes
_______________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇▇▇▇▇ ▇. MOROAN
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇▇▇▇▇ ▇. Moroan
-----------------------------------------------
Signature
_______________________________________________
Title of signatory, if applicable
_______________________________________________
Address of investor for communication purposes
_______________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement v4
SERIES E INVESTORS:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
Signature
_______________________________________________
Title of signatory, if applicable
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Address of investor for communication purposes
S F. CA 94104
-----------------------------------------------
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Signature
_______________________________________________
Title of signatory, if applicable
▇/▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------
Address of investor for communication purposes
_______________________________________________
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
INTEGRAL CAPITAL PARTNERS III.L.P
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
By Integral Capital Management III, L.P.
Its General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
a General Partner
-----------------------------------------------
Title of signatory, if applicable
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
-----------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------
Attn. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
SERIES E INVESTORS:
INTEGRAL CAPITAL PARTNERS INTERNATIONAL III.L.P
-----------------------------------------------
Print name of investor exactly as it should
appear on stock certificate
By Integral Capital Management III, L.P.
Its Investment General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
General Partner
-----------------------------------------------
Title of signatory, if applicable
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
-----------------------------------------------
Address of investor for communication purposes
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------
Attn. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
INKTOMI CORPORATION
FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SERIES E INVESTOR SIGNATURE PAGE
Investors Rights Agreement.v4
EXHIBIT A
---------
HOLDERS OF REGISTRABLE SECURITIES
Name Registrable Securities
------------------------------ -------------------------------------
SERIES A INVESTORS
------------------
▇▇▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇
c/▇ ▇▇▇▇ Investments
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 33,334 Series A
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ 910,496 Series A
▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Inktomi Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,283,599 Series A
▇▇▇▇ ▇▇▇▇▇▇▇▇
c/o Inktomi Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,263,599 Series A
United Capital Group LP
c/▇ ▇▇▇▇▇▇ Motorsports LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇ 66,666 Series A
SERIES B INVESTORS
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 7,119 Series B
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 120,000 Series B
Name Registrable Securitiesrities
------------------------------ -------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇
c/▇ ▇▇▇▇ Investments
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 115,181 Series B
Bulldog Capital Partners, L.P.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 137,500 Series B
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,780 Series B
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 15,000 Series B
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,250 Series B
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Apostoleres
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4,500 Series B
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ 111,111 Series B
▇▇▇▇▇▇ ▇. Fee
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 6,000 Series B
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 133 Series B
▇▇▇ ▇. & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Tenants by the Entireties
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 27,248 Series B
Name Registrable Securitiesrities
------------------------------ -------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4,000 Series B
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Trilogy Capital Partners
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ 434,589 Series B
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.
The Paces, #366
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 11,000 Series B
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
c/o Saint ▇▇▇▇▇ Capital Group
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 88,044 Series B
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tenants by the Entireties
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 93,394 Series B
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 300 Series B
▇▇▇▇▇▇ ▇▇▇▇▇
c/o ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 214,742 Series B
▇▇▇▇▇ ▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 200 Series B
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,000 Series B
Name Registrable Securitiesrities
------------------------------ -------------------------------------
Trustee of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,280 Series B
Trustees of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,280 Series B
Trustees of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
First Irrevocable Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,140 Series B
Trustees of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Second Irrevocable Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,140 Series B
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇,
Tenants by the Entireties
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 280 Series B
▇▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as Tenants by the Entireties
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ 10,679 Series B
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
c/o FM Investments
▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 495,825 Series B
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Custodian for
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. and Ashley ▇▇▇▇▇
▇▇▇▇▇▇▇▇ under the Florida Uniform
Transfers to Minors Act
c/o FM Investments
▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 54,452 Series B
Name Registrable Securitiesrities
------------------------------ -------------------------------------
Ashley ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Irrevocable Trust of 1997
c/o FM Investments
▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 181,000 Series B
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. Irrevocable Trust of 1997
c/o FM Investments
▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 181,000 Series B
▇▇▇▇▇ ▇'▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,000 Series B
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇
Tenants by the Entireties
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 14,238 Series B
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Saint ▇▇▇▇▇ Capital Group
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 168,039 Series B
▇.▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 238,954 Series B
RCT Capital Ventures, L.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 18,067 Series B
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tenancy by the Entirety
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4,500 Series B
▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tenants by the Entireties
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 11,899 Series B
Name Registrable Securitiesrities
------------------------------ -------------------------------------
▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3,559 Series B
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇ as trustees of the ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
1989 Irrevocable Trust
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 45,000 Series B
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 24,582 Series B
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Trust of 1997
▇▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 98,609 Series B
▇▇▇▇ ▇. & ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tenants by the Entireties
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ 22,679 Series B
▇▇▇▇▇▇ ▇▇▇▇▇
c/o Inktomi Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 115,025 Series B
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,780 Series B
L. ▇▇▇▇▇ ▇▇▇▇▇ M.D. and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ JTWROS
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ 2,000 Series B
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee of the ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ Revocable Trust u/a April 8, 1991
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4,000 Series B
Name Registrable Securitiesrities
------------------------------ -------------------------------------
United Capital Group LP
c/▇ ▇▇▇▇▇▇ Motorsports LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇ 66,667 Series B
SERIES C INVESTORS
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,000 Series C
▇▇▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇
c/▇ ▇▇▇▇ Investments
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 66,666 Series C
Bulldog Capital Partners, L.P.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 100,000 Series C
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 500 Series C
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 16,000 Series C
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,000 Series C
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13,333 Series C
▇▇▇ ▇. & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Tenants by the Entireties
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 6,250 Series C
Name Registrable Securities
-------------------------------- -----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13,334 Series C
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 6,667 Series C
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., M.D.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 17,000 Series C
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 5,000 Series C
▇▇▇▇▇ ▇. ▇▇▇▇ Revocable Family Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Trustee 6,667 Series C
▇▇▇▇▇ ▇. ▇▇▇▇ Revocable Family Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Trustee 6,667 Series C
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tenants by the Entireties
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 15,000 Series C
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,500 Series C
KGB Trust
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee 14,000 Series C
Name Registrable Securities
-------------------------------- -----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 6,667 Series C
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,350 Series C
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇,
Tenants by the Entireties
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,000 Series C
▇▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as Tenants by the Entireties
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ 3,000 Series C
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
c/o FM Investments
▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 64,725 Series C
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 33,000 Series C
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 5,000 Series C
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4,000 Series C
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇
Tenants by the Entireties
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4,000 Series C
Name Registrable Securities
-------------------------------- -----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Group, Inc.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,700 Series C
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 500 Series C
▇.▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 40,475 Series C
RCT Capital Ventures, L.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4,000 Series C
▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tenants by the Entireties
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,500 Series C
▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,000 Series C
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 100 Series C
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Trust of 1997
▇▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 23,650 Series B
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,350 Series C
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 500 Series C
Name Registrable Securities
-------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 700 Series C
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 6,667 Series C
Templar Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ 25,000 Series C
▇▇▇▇ ▇▇▇▇▇▇ Profit Sharing Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,000 Series C
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 8,000 Series C
United Capital Group LP
c/▇ ▇▇▇▇▇▇ Motorsports LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇ 133,334 Series C
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ 2,700 Series C
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 6,800 Series C
Name Registrable Securities
-------------------------------- --------------------------------------
STOCKHOLDERS
------------
▇▇▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇
c/▇ ▇▇▇▇ Investments
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 340,208 Common
33,334 Series A
115,181 Series B
66,666 Series C
259,793 Antidilution Warrant
United Capital Group LP
c/▇ ▇▇▇▇▇▇ Motorsports LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇ 495,581 Common
66,666 Series A
66,667 Series B
133,334 Series C
519,585 Antidilution Warrant
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 20,000 Common
SERIES D INVESTORS
------------------
▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 48,537 Series D
16,179 Series D1 Warrants
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,255 Series D
751 Series D1 Warrant
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1,617 Series D
539 Series D1 Warrant
Name Registrable Securities
-------------------------------- -------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.
The Paces, #366
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4,449 Series D
1,483 Series D1 Warrant
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., M.D.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 6,875 Series D
2,291 Series D1 Warrant
Intel Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇ 902,120 Series D
300,707 Series D1 Warrant
▇▇▇▇▇ ▇. ▇▇▇▇ TTEE U/A
Dtd. 9-6-83 Amended 4-1-96,
▇▇▇▇▇ ▇. ▇▇▇▇ Revocable Family Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ 2,696 Series D
898 Series D1 Warrant
▇▇▇▇▇ ▇. ▇▇▇▇ TTEE U/A
Dtd. 911-4-85 Amended 4-1-96,
▇▇▇▇▇ ▇. ▇▇▇▇ Revocable Family Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ 2,696 Series D
898 Series D1 Warrant
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
▇▇▇▇--▇▇/▇▇/ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2,255 Series D
751 Series D1 Warrant
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
c/o FM Investments
▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 45,050 Series D
15,017 Series D1 Warrant
Name Registrable Securities
-------------------------------- --------------------------------------
Oak Investment Partners VII,
Limited Partnership
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Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 3,520,071 Series D
1,173,357 Series D Warrant
Oak VII Affiliates Fund, Limited Partnership
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Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 88,408 Series D
29,469 Series D Warrant
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Group, Inc.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3,316 Series D
1,105 Series D Warrant
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Saint ▇▇▇▇▇ Capital Group
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 67,967 Series D
22,655 Series D1 Warrant
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▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 22,500 Series D
7,500 Series D Warrant
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Trust of 1997
▇▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 18,829 Series D
7,552 Series D Warrant
▇▇▇▇▇▇▇ ▇▇▇▇ and Leigh ▇▇▇▇▇
▇▇▇▇▇▇▇, JTWROS
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3,609 Series D
1,203 Series D Warrant