EXHIBIT 4.2
BEATNIK, INC.
AMENDED AND RESTATED RIGHTS AGREEMENT
March 10, 2000
TABLE OF CONTENTS
Page
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1. Amendment.................................................... 2
2. Registration Right........................................... 2
2.1 Definitions........................................... 2
2.2 Requested Registration................................ 4
2.3 Company Registration.................................. 5
2.4 Obligations of the Company............................ 6
2.5 Furnish Information................................... 7
2.6 Expenses of Demand Registration....................... 7
2.7 Expenses of Company Registration...................... 7
2.8 Underwriting Requirements............................. 8
2.9 Delay of Registration................................. 8
2.10 Indemnification....................................... 8
2.11 Reports Under Securities Exchange Act of 1934......... 10
2.12 Form S-3 Registration................................. 10
2.13 Assignment of Registration Rights..................... 11
2.14 Limitations on Subsequent Registration Rights......... 12
2.15 "Market Stand-Off" Agreement.......................... 12
2.16 Termination of Registration Rights.................... 12
3. Additional Rights............................................ 13
3.1 Right of First Offer.................................. 13
4. Other Covenants of the Company............................... 14
4.1 Delivery of Financial Statements...................... 14
4.2 Inspection............................................ 15
4.3 Termination of Information and Inspection Covenants... 15
4.4 Qualified Small Business.............................. 15
5. Miscellaneous................................................ 16
5.1 Assignment............................................ 16
5.2 Third Parties......................................... 16
5.3 Governing Law......................................... 16
5.4 Counterparts.......................................... 16
5.5 Notices............................................... 16
5.6 Severability.......................................... 16
5.7 Amendment and Waiver.................................. 16
5.8 Effect of Amendment or Waiver......................... 17
5.9 Rights of Holders..................................... 17
5.10 Delays or Omissions................................... 17
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AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDED AND RESTATED RIGHTS AGREEMENT (the "Agreement"), entered into
as of March 10, 2000, by and among BEATNIK, INC., a California corporation (the
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"Company) and the shareholders and warrantholders listed on Exhibit A attached
hereto (individually, a "Shareholder," collectively, the "Shareholders"),
W I T N E S S E T H:
WHEREAS, certain of the undersigned Shareholders (the "Existing
Shareholders") are holders of the Company's Series A Preferred Stock, par value
$.001 per share (the "Series A Shares"), Series B Preferred Stock, par value
$.001 per share (the "Series B Shares"), Series C Preferred Stock, no par value
per share (the "Series C Shares"), Series D-1 Preferred Stock, par value $.001
per share (the "Series D-1 Shares") and Series D-2 Preferred Stock, par value
$.001 per share (the "Series D-2 Shares" and with the Series D-1 Shares, the
"Series D Shares") and are parties to that certain Amended and Restated Rights
Agreement dated as of December 14, 1999 (the "Prior Agreement"), and such
undersigned Shareholders hold a majority of the Registrable Securities, as such
term is defined in the Prior Agreement; and
WHEREAS, (i) certain of the undersigned Shareholders (the "Series C
Warrantholders") are holders of warrants (the "Series C Warrants") to purchase
Series C Shares, and (ii) certain of the undersigned Shareholders (the "Common
Warrantholders") are holders of warrants (the "Common Warrants") to purchase
shares of Common Stock; and
WHEREAS, the Company has issued warrants (the "Zomba Warrants") to purchase
Common Stock to Zomba Recording Corporation and Zomba Enterprises, Inc. ("Zomba
Warrantholders") and such Zomba Warrantholders and the Company intend that the
Zomba Warrantholders shall receive the rights and benefits of this Agreement;
and
WHEREAS, the Company is issuing to certain of the undersigned Shareholders
(the "New Shareholders") shares of Series E-1 Preferred Stock, par value $.001
per share (the "Series E-1 Shares") in connection with the Series E Purchase
Agreement (as defined below); and
WHEREAS, the execution of this Agreement by the Company and the holders of
a majority of the Series A Shares, the Series B Shares, the Series C Shares, the
Series D Shares outstanding immediately before the consummation of the
transactions contemplated by the Agreement (as defined below) is a condition to
the obligations of the Shareholders under the Series E Purchase Agreement (as
defined below); and
WHEREAS, the Company, the Existing Shareholders, the Warrantholders and the
New Shareholders wish to amend and restate the Prior Agreement in order to
restate the rights granted the Shareholders as set forth herein:
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:
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1. Amendment. Except as expressly provided herein, neither this
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Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom enforcement
of any such amendment, waiver, discharge or termination is sought; provided,
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however, that any provisions hereof may be amended, waived, discharged or
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terminated upon the written consent of the Company and the holders of a majority
of the then outstanding Registrable Securities (as defined below); and,
provided, further, that Section 3.1 may also be amended, waived, discharged or
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terminated upon the unanimous action of the Company's Board of Directors.
Notwithstanding the foregoing, in the event an amendment, waiver, discharge or
termination of any provision of this Agreement would affect the Shareholders
disproportionately, then such amendment, waiver, discharge or termination shall
require the written consent of the holders of at least seventy percent (70%) of
the then outstanding Registrable Securities. Any amendment, waiver, discharge or
termination executed in accordance with this Section 1, shall be binding on all
of the Shareholders. The Company and the Existing Shareholders agree that this
Agreement shall supersede and replace the Prior Agreement in its entirety.
2. Registration Right.
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2.1 Definitions. As used in this Agreement:
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(a) The term "Common Stock" shall mean shares of the Company's common
stock, par value $.001 per share.
(b) The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act of 1933, as amended (the "Act"), and the
subsequent declaration or ordering of the effectiveness of such registration
statement.
(c) The term "Registrable Securities" means:
(i) the shares of the Company's Common Stock issuable or issued upon
conversion of the Series A Shares, the Series B Shares, the Series C
Shares, the Series D Shares, the Series E Shares, the MTVi Shares or upon
exercise of the Warrants or upon conversion of any Series C Shares issuable
upon exercise of the Warrants (the shares of Common Stock referred to in
this paragraph (i) are referred to hereafter as the "Stock"); and
(ii) any other 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 (including
those issued as a result of a stock split or recapitalization) with respect
to, or in exchange for or in replacement of, the Stock,
excluding in all cases, however, any Registrable Securities sold by a person in
a transaction in which his or her rights under this Agreement are not assigned;
provided, however, that Common Stock or other securities shall only be treated
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as Registrable Securities if and so long as they have not been (a) sold to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction, or (b) sold in a transaction exempt from the
registration and
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prospectus delivery requirements of the Act under section 4(1) thereof so that
all transfer restrictions, and restrictive legends with respect thereto, if any,
are removed upon the consummation of such sale.
(d) The term "Holder" means any holder of outstanding Registrable
Securities who purchased or acquired such Registrable Securities pursuant to the
Series A Purchase Agreements, Series B Purchase Agreements, Series C Purchase
Agreements, Series E Purchase Agreement, Reorganization Agreement, Warrant
Agreement or in accordance with the provisions of Section 2.13 of this Agreement
in a transaction or Series of transactions not involving any registered public
offering.
(e) The term "Form S-3" means such form under the Act as in effect on the
date hereof or any registration form under the Act subsequently adopted by the
Securities and Exchange Commission ("SEC") which permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.
(f) The term "MTVi Shares" means any shares of Series E Preferred Stock
issued to MTVN Online, L.P. either directly or upon exercise of a warrant or
other contractual right.
(g) The term "Reorganization Agreement" shall mean that Agreement and Plan
of Reorganization dated October 8, 1999 by and among the Company, Beatnik
Acquisition Sub, Inc. and Mixman Technologies, Inc.
(h) The term "Series A Purchase Agreements" means: (i) that certain Series
A Preferred Stock Purchase Agreement dated July 1, 1996 by and among the Company
and the purchasers of Series A Preferred Stock named therein, (ii) that certain
Series A Preferred Stock Purchase Agreement dated March 14, 1997 by and among
the Company and the purchasers of Series A Preferred Stock named therein, and
(iii) that certain Series A Preferred Stock Purchase Agreement dated December
29, 1997 by and among the Company and the purchasers of Series A Shares named
therein.
(i) The term "Series B Purchase Agreements" means: (i) that certain Series
B Preferred Stock Purchase Agreement dated November 25, 1998 by and among the
Company and the purchasers of Series B Shares named therein, and (ii) that
certain Series B Preferred Stock Purchase Agreement dated May 9, 1999 by and
among the Company and the purchasers of Series B Shares named therein.
(j) The term "Series C Purchase Agreements" means (i) that certain Series
C Preferred Stock Purchase Agreement dated May 28, 1999 by and among the Company
and the purchasers of Series C Shares named therein, (ii) that certain Series C
Preferred Stock Purchase Agreement dated August 4, 1999, and (iii) that certain
Third Series C Purchase Agreement dated September 17, 1999.
(k) The term "Series E Purchase Agreement" means that certain Series E
Preferred Stock Purchase Agreement dated as of March 10, 2000 by and among the
Company and the parties named therein.
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(l) The term "Warrants" shall mean the Common Warrants, the Series C
Warrants and the Zomba Warrants.
(m) The term "Warrant Agreements" means (i) that certain Warrant Agreement
dated as of August 20, 1999 by and between the Company and Yahoo! Inc.; (ii)
that certain Warrant Agreement dated as of December 16, 1999 by and between the
Company and Zomba Recording Corporation and (iii) that certain Warrant Agreement
dated as of December 31, 1999 by and between the Company and Zomba Enterprises,
Inc.
(n) The term "Warrantholders" shall mean the Common Warrantholders, the
Series C Warrantholders and the Zomba Warrantholders.
2.2 Requested Registration.
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(a) If the Company shall receive at any time after the earlier of (i)
March 10, 2004, or (ii) six (6) months after the effective date of the first
registration statement for a public offering of securities of the Company (other
than a registration statement relating either to the sale of securities to
employees of the Company pursuant to a stock option, stock purchase or similar
plan or an SEC Rule 145 transaction), a written request from the Holders of at
least fifty percent (50%) of the Registrable Securities then outstanding that
the Company file a registration statement under the Act covering the
registration of at least thirty percent (30%) of the Registrable Securities then
outstanding, then the Company shall, within ten (10) days of the receipt
thereof, give written notice of such request to all Holders and shall, subject
to the limitations of subsection 2.2(b), effect as soon as practicable, and in
any event within ninety (90) days of the receipt of such request, the
registration under the Act of all Registrable Securities which the Holders
request to be registered within twenty (20) days of the mailing of such notice
by the Company in accordance with Section 5.5.
(b) If the Holders initiating the registration request hereunder
("Initiating Holders") intend to distribute the Registrable Securities covered
by their request by means of an underwriting, 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 to the Holders 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 to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in subsection 2.4(e)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders. Notwithstanding any other provision of this Section 2.2, if the
underwriter advises the Initiating Holders in writing that inclusion of all of
the shares proposed to be included in such registration would materially
adversely affect the marketing of the shares to be underwritten and that such
adverse effect requires a limitation of the number of shares to be underwritten,
then the Initiating Holders shall so advise all Holders of Registrable
Securities which would otherwise be underwritten pursuant hereto, and the number
of shares of Registrable Securities that may be included in the underwriting
shall be allocated among all Holders thereof, including the Initiating Holders,
in proportion (as nearly as practicable) to the amount of Registrable Securities
of the Company owned by each Holder.
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(c) The Company shall not be obligated to effect, or to take any action to
effect, any registration pursuant to this Section 2.2:
(i) After the Company has effected one (1) registration pursuant to
this Section 2.2 and such registration has been declared or ordered
effective and remained effective for at least one hundred twenty (120)
days;
(ii) During the period starting with the date sixty (60) days prior
to the Company's good faith estimate of the date of filing of a
registration statement subject to Section 2.3 hereof and ending on a date
one hundred eighty (180) days after the effective date of such registration
statement; provided that the Company is actively employing in good faith
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all reasonable efforts to cause such registration statement to become
effective; or
(iii) If the Initiating Holders propose to dispose of shares of
Registrable Securities that may be immediately registered on Form S-3 pursuant
to a request made pursuant to Section 2.12 below.
(d) Notwithstanding the foregoing, if the Company shall furnish to Holders
requesting a registration statement pursuant to this Section 2.2, a certificate
signed by the President 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 shareholders for such registration statement to be filed and
it is therefore essential to defer the filing of such registration statement,
the Company shall have the right to defer such filing for a period of not more
than one hundred twenty (120) days after receipt of the request of the
Initiating Holders; provided, however, that the Company may not utilize this
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right more than once in any twelve (12) month period; and provided, further,
that following such a deferral, the Initiating Holders may withdraw their
request, in which case the Initiating Holders will not be deemed to have made a
request for registration pursuant to this Section 2.2.
(e) Except for registration statements on Form ▇-▇, ▇-▇ or any successor
forms thereto, the Company will not file with the SEC any other registration
statement with respect to its Common Stock, whether for its own account or that
of other holders, from the date of receipt of a notice from Initiating Holders
pursuant to Section 2.2(a) until the earliest of (i) one hundred eighty (180)
days following the effective date of such registration, (ii) completion of the
period of distribution for the registration contemplated thereby, or (iii)
withdrawal of such registration.
2.3 Company Registration. If (but without any obligation to do so) the Company
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proposes to register (including for this purpose a registration effected by the
Company for shareholders other than the Holders) any of its Common Stock or
other securities under the Act in connection with the public offering of such
securities solely for cash (other than a registration relating either to the
sale of securities to participants in a Company stock option, stock purchase or
similar plan or to an SEC Rule 145 transaction, or a registration on any form
which does not include substantially the same information as would be required
to be included in a registration statement covering the sale of the Registrable
Securities), the Company shall, at such time, promptly give each Holder written
notice of such registration. Upon the written request of each Holder given
within twenty (20) days after the mailing of such notice by the Company in
accor-
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dance with Section 5.5, the Company shall, subject to the provisions of
Section 2.8, cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested to be registered.
2.4 Obligations of the Company. Whenever required under this Section 2 to
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effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use its best efforts to cause such registration
statement to become effective, 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. Prior
to filing such registration statement with the SEC, the Company shall afford
counsel to the selling Holders reasonable time to review and comment thereon.
(b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement. Prior to filing such amendments and supplements with the
SEC, the Company shall afford counsel to the selling Holders reasonable time to
review and comment thereon.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into an
underwriting agreement, in usual and customary form, with the managing
underwriter of such offering and perform its obligations thereunder. 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 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 pursuant to this Section 2, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 2, if such
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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 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, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities and (ii) a letter
dated 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, addressed
to the underwriters, if any.
(h) Use its reasonable best efforts to list the securities covered by such
registration statement with any securities exchange on which any securities of
the Company are then listed, if any.
(i) Furnish, at the request of any Holders requesting registration of
Registrable Securities pursuant to this Section 2, to such Holders, their
underwriters (if such securities are being sold through underwriters), and their
respective attorneys, accountants and agents, such information reasonably
requested by such Holders, underwriters, attorneys, accountants or agents.
2.5 Furnish Information. It shall be a condition precedent to the
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obligations of the Company to take any action pursuant to this Section 2 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding such Holder, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.
2.6 Expenses of Demand Registration. All out of pocket expenses incurred
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in connection with registrations, filings or qualifications pursuant to Section
2.2, including (without limitation), all registration, filing and qualification
fees, printers and accounting, transfer taxes, fees of transfer agents and
registrars, fees and disbursements of counsel for the Company, and the
reasonable fees and disbursements of one counsel for the selling Holders shall
be borne by the Company; provided, however, that the Company shall not be
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required to pay for any expenses of any registration proceeding begun pursuant
to 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 (in which case all participating Holders shall bear such expenses)
unless the Holders of a majority of the Registrable Securities agree to forfeit
their right to one demand registration pursuant to Section 2.2; provided
further, 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
from that known to the Holders at the time of their request or of an event of
the type referred to in Section 2.2(d), then the Holders shall not be required
to pay any of such expenses and shall retain their rights pursuant to Section
2.2. In no event will the Company bear or pay underwriting discounts and
commissions relating to Registrable Securities.
2.7 Expenses of Company Registration. The Company shall bear and pay all
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expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to the registrations pursuant to Section
2.3 for each Holder (which right may be assigned as provided in Section 2.13),
including (without limitation) all registration,
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filing, and qualification fees, printers and accounting fees relating or
apportionable thereto and the fees and disbursements of one counsel for the
selling Holders. In addition, the Company will pay the fees and disbursements
for the Company's counsel. In no event will the Company bear or pay underwriting
discounts and commissions relating to Registrable Securities.
2.8 Underwriting Requirements. In connection with any offering involving
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an underwriting of shares being issued by the Company, the Company shall not be
required under Section 2.3 to include any of the Holders' securities in such
underwriting unless the Holders accept the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it, and then only in
such quantity as will not, in the opinion of the underwriters, jeopardize the
success of the offering by the Company. If the total amount of securities,
including Registrable Securities, requested by Holders to be included in such
offering exceeds the amount of securities sold other than by the Company that
the underwriters reasonably believe compatible with the success of the offering,
then the Company shall be required to include in the offering only that number
of Registrable Securities which the underwriters believe will not jeopardize the
success of the offering (the securities so included to be apportioned pro rata
among the Holders according to the total amount of securities entitled to be
included therein by each Holder or in such other proportions as shall mutually
be agreed to by such Holders) but in no event shall the amount of Registrable
Securities issued or issuable upon conversion of the Series A Shares, the Series
B Shares, the Series C Shares, the Series D Shares, the Series E Shares, or upon
conversion of any Series C Shares issuable upon exercise of Warrants or upon
exercise of the Warrants, included in the offering by selling Holders be reduced
below ten percent (10%) of the total amount of securities included in such
offering, unless such offering is the initial public offering of the Company's
securities ("IPO"), in which case the selling Holders may be excluded entirely
if the underwriters make the determination described above. If the offering is
the Company's IPO and the underwriters exclude all securities from such
offering, the Company shall have no obligations to provide notice as set forth
in Section 2.3 above. For purposes of the above parenthetical concerning
apportionment, for any Holder which is a partnership or corporation, the
partners, retired partners and shareholders of such holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing 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.
2.9 Delay of Registration. No Holder shall have any right to obtain or
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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.
2.10 Indemnification. In the event any Registrable Securities are included
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in a registration statement under this Section 2:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, any underwriter (as defined in the Act) for such Holder
and each person, if any, who controls such Holder or underwriter within the
meaning of the Act or the Securities Exchange Act of 1934, as amended (the "1934
Act"), against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions
in
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respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively, a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the Act, the 1934 Act
or any state securities law; and the Company will pay as incurred to each such
Holder, underwriter or controlling person, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
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indemnity agreement contained in this subsection 2.10(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 the
registration statement by any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will indemnify and
hold harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the Company
within the meaning of the Act, any underwriter, any other Holder selling
securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in the
registration statement; and each such Holder will pay, as incurred, any legal or
other expenses reasonably incurred by any person intended to be indemnified
pursuant to this subsection 2.10(b), in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
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that the indemnity agreement contained in this subsection 2.10(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 in
no event shall any indemnity under this subsection 2.10(b) exceed the gross
proceeds from the offering received by such Holder.
(c) Promptly after receipt by an indemnified party under this Section 2.10
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
2.10, 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
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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
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potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding in the written opinion of
counsel. 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 2.10, 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 2.10.
(d) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.
(e) The obligations of the Company and Holders under this Section 2.10
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2, and otherwise.
2.11 Reports Under Securities Exchange Act of 1934. With a view to making
---------------------------------------------
available to the Holders the benefits of Rule 144 promulgated under the Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration or pursuant to
a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times after ninety (90) days
after the effective date of the first registration statement filed by the
Company for the 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) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the 1934 Act; and
(d) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Act and the 1934 Act (at any time after it
has become subject to such reporting requirements), or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 (at any time
after it so qualifies), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.
2.12 Form S-3 Registration. In case the Company shall receive from a
---------------------
Holder or Holders of in excess of thirty percent (30%) of the Registrable
Securities then outstanding a
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written request or requests that the Company effect a registration on Form S-3
and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any
related qualification or compliance, to all other Holders; and
(b) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
-------- -------
registration, qualification or compliance, pursuant to this Section 2.12, (i) if
Form S-3 is not available for such offering by the Holders; (ii) if the Holders,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than $500,000; (iii) if the
Company shall furnish to the Holders a certificate signed by the president 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
shareholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than sixty (60) days after
receipt of the request of the Holder or Holders under this Section 2.12
(provided, however, that the Company shall not utilize this right more than once
-------- -------
in any twelve (12) month period); (iv) if the Company has, within the twelve
(12) month period preceding the date of such request, already effected two
registrations on Form S-3 for the Holders pursuant to this Section 2.12; or (v)
in any particular jurisdiction in which the Company would be required to qualify
to do business or to execute a general consent to service of process in
effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Holders. All expenses incurred in connection with a registration
requested pursuant to this Section 2.12, including, without limitation, all
registration, filing, qualification, printer's and accounting fees and the
reasonable fees and disbursements of counsel for the selling Holder or Holders
and counsel for the Company, shall be borne pro rata by the Holder or Holders
participating in the Form S-3 Registration and, if it participates, the Company
(on a pro rata basis); provided, however, that the Company shall bear any
-------- -------
auditing expenses that shall be incurred in the normal course of business and
shall bear all regular salary expenses of its employees. Registrations effected
pursuant to this Section 2.12 shall not be counted as demands for registration
or registrations effected pursuant to Section 2.2 or 2.3, respectively.
2.13 Assignment of Registration Rights. The rights to cause the Company to
---------------------------------
register Registrable Securities pursuant to this Section 2 may be assigned by a
Holder to a transferee or assignee of at least the lesser of (a) all of such
Holder's Registrable Securities, or (b) 100,000
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shares of such Registrable Securities provided the Company is, within a
reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and provided, further, that
such assignment shall be effective only if immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the Act. For the purposes of determining the number of shares
of Registrable Securities held by a transferee or assignee, the holdings of
transferees and assignees of a partnership or limited liability company who are
partners or retired partners or members or retired members of such partnership
or limited liability company (including spouses and ancestors, lineal
descendants and siblings of such partners or spouses who acquire Registrable
Securities by gift, will or intestate succession) shall be aggregated together
and with the partnership or limited liability company; provided that all
assignees and transferees who would not qualify individually for assignment or
registration rights shall have a single attorney-in-fact for the purpose of
exercising any rights, receiving notices or taking any action under this Section
2.
2.14 Limitations on Subsequent Registration Rights. From and after the
---------------------------------------------
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of at least a majority of the outstanding Registrable Securities,
enter into any agreement with any holder or prospective holder of any securities
of the Company which would grant such holder or prospective holder any or all of
the registration rights contemplated herein; provided, however, that such
-------- -------
restriction shall not apply to registration rights granted in conjunction with
the issuance of up to an aggregate of 500,000 shares of Common Stock, including
rights to acquire Common Stock or securities convertible into Common Stock,
issued or issuable in connection with capital equipment leases, technology
acquisitions, strategic partnerships and other comparable transactions approved
by the Board of Directors and provided such rights are subordinated to those of
the Holders hereunder.
2.15 "Market Stand-Off" Agreement. Each shareholder hereby agrees that
---------------------------
during the one hundred eighty (180) day period following the effective date of
the initial registration statement of the Company filed under the Act, it shall
not, to the extent requested by the Company and any underwriter retained for the
offering pursuant to such registration statement, sell or otherwise transfer or
dispose of (other than to donees who agree to be similarly bound) any Common
Stock of the Company held by it at any time during such period except Common
Stock included in such registration; provided, however, that a majority of the
-------- -------
officers and a majority of the directors of the Company and a majority of all
other persons with registration rights (whether or not pursuant to this
Agreement) enter into similar agreements.
To enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities held by the Purchaser
(and the shares or securities of every other person subject to the foregoing
restriction) until the end of such period.
2.16 Termination of Registration Rights. No Holder shall be entitled to
----------------------------------
exercise any right provided for in this Section 2 after the earlier of (a) five
(5) years following the consummation of the first Company initiated registered
initial public offering of Common Stock of the Company, (b) the consummation of
the first Company initiated registered public offering of Common Stock of the
Company if all shares of Registrable Securities held or entitled to be held upon
conversion by such Holder may immediately be sold under Rule 144 during any
single
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ninety (90) day period or (c) at such time following the consummation of the
Company's initial public offering that such Holder may sell all of such Holder's
Registrable Securities during any one ninety (90) day period pursuant to Rule
144 (or such successor rule as may be adopted).
3. Additional Rights.
-----------------
3.1 Right of First Offer. Subject to the terms and conditions specified
--------------------
in this Section 3.1, the Company hereby grants to each Holder (so long as such
Holder holds at least 50,000 shares of Stock (as adjusted to reflect stock
splits, stock dividends or recapitalizations)) (the "Rightholder"), a right of
first offer with respect to future sales by the Company of its New Securities
(as hereinafter defined). For purposes of this Section 3.1, the term Rightholder
includes any partners, members, shareholders or affiliates of a Holder. A Holder
shall be entitled to apportion the right of first offer hereby granted among
itself and its partners, members, shareholders and affiliates in such
proportions as it deems appropriate.
(a) In the event the Company proposes to issue New Securities, it shall
give the Rightholder written notice (the "Notice") of its intention stating (i)
a description of the New Securities it proposes to issue, (ii) the number of
shares of New Securities it proposes to issue, (iii) the price per share at
which, and other terms on which, it proposes to issue such New Securities and
(iv) the number of shares that the Rightholder has the right to purchase under
this Section 3.1, based on the Rightholder's Percentage (as defined in Section
3.1(e)).
(b) Within twenty (20) days after the Notice is given (in accordance with
Section 5.5), the Rightholder may elect to purchase, at the price specified in
the Notice, up to the number of shares of the New Securities proposed to be
issued that the Rightholder has the right to purchase as specified in the
Notice. An election to purchase shall be made in writing and must be given to
the Company within such twenty (20) day period (in accordance with Section 5.5).
The closing of the sale of New Securities by the Company to the participating
Rightholder upon exercise of its rights under this Section 3.1 shall take place
simultaneously with the closing of the sale of New Securities to third parties.
(c) The Company shall have forty-five (45) days after the last date on
which the Rightholder's right of first offer lapsed to enter into an agreement
(pursuant to which the sale of New Securities covered thereby shall be closed,
if at all, within thirty (30) days from the execution thereof) to sell the New
Securities which the Rightholder did not elect to purchase under this Section
3.1, at or above the price and upon terms not materially more favorable to the
purchasers of such securities than the terms specified in the initial Notice
given in connection with such sale. In the event the Company has not entered
into an agreement to sell the New Securities within such forty-five (45) day
period (or sold and issued New Securities in accordance with the foregoing
within thirty (30) days from the date of said agreement), the Company shall not
thereafter issue or sell any New Securities without first offering such New
Securities to the Rightholders in the manner provided in this Section 3.1.
(d) "New Securities" shall mean any shares of, or securities convertible
into or exercisable for any shares of, any class of the Company's capital stock;
provided that "New Securities" does not include: (i) the Series A Shares, the
Series B Shares, the Series C Shares, the Series D Shares, the Series E Shares
or the Common Stock issuable upon conversion thereof;
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(ii) the Warrants, the Common Stock or Series C Shares issuable upon exercise of
the Warrants, or the Common Stock issuable upon conversion of any Series C
Shares issuable upon exercise of the Warrants; (iii) securities issued pursuant
to the acquisition of another business entity by the Company by merger, purchase
of substantially all of the assets of such entity, or other reorganization
whereby the Company owns not less than a majority of the voting power of such
entity; (iv) any shares, or options to purchase shares, of the Company's Common
Stock and the shares of Common Stock issuable upon exercise of such options,
issued pursuant to any arrangement approved by a majority of the Board of
Directors, to employees, officers and directors of, or consultants, advisors or
other persons performing services for, the Company; (v) shares of the Company's
Common Stock or Preferred Stock of any Series issued in connection with any
stock split, stock dividend or recapitalization of the Company; (vi) Common
Stock issued upon exercise of warrants, options or convertible securities if the
issuance of such warrants, options or convertible securities was a result of the
exercise of the right of first offer granted under this Section 3.1 or was
subject to the right of first offer granted under this Section 3.1; (vii)
capital stock or securities exercisable for or convertible into shares of
capital stock issued by the Company to a strategic partner in connection with a
corporate partnering transaction or to a lender in connection with any loan or
lease financing transaction, provided such issuances are for other than
primarily equity financing purposes; and (viii) securities sold to the public in
an offering pursuant to a registration statement filed with the Securities and
Exchange Commission under the Act.
(e) The applicable "Percentage" for the Rightholder shall be the
percentage calculated by dividing (i) the total number of Registrable Securities
then held by the Rightholder by (ii) the total number of shares of Common Stock
outstanding at the time the Notice is given (assuming full conversion and
exercise of all convertible or exercisable securities).
(f) The right of first offer granted under this Section 3.1 shall expire
upon the consummation of the Company's sale of its Common Stock in a bona fide,
firm commitment underwriting pursuant to a registration statement on Form S-1
under the Act, which results in aggregate gross cash proceeds to the Company in
excess of $10,000,000 and the public offering price of which is not less than
$4.00 per share (adjusted to reflect subsequent stock dividends, stock splits or
recapitalization).
4. Other Covenants of the Company.
------------------------------
4.1 Delivery of Financial Statements.
--------------------------------
(a) The Company shall deliver to each Holder as soon as practicable, but
in any event within ninety (90) days after the end of each fiscal year of the
Company, an income statement for such fiscal year, a balance sheet of the
Company as of the end of such year, and a schedule as to the sources and
applications of funds for such year, such year-end financial reports to be in
reasonable detail, and prepared in accordance with generally accepted accounting
principles ("GAAP").
(b) The Company shall deliver to each Holder, so long as such Holder holds
at least 50,000 shares of Stock (as adjusted to reflect stock splits, stock
dividends or recapitalizations),
-14-
within forty-five (45) days after the end of each fiscal quarter, an unaudited
income statement and balance sheet.
(c) For purposes of this Section 4.1, the term Holder includes any
partners, members, shareholders or affiliates of a Holder.
4.2 Inspection. The Company shall permit each Holder so long as such
----------
Holder holds at least 50,000 shares of Stock (as adjusted to reflect stock
splits, stock dividends or recapitalizations), at such Holder'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 Holder;
provided, however, that the Company shall not be obligated pursuant to this
-------- -------
Section 4.2 to provide access to any information which it reasonably considers
to be a trade secret or similar confidential information. For purposes of this
Section 4.2, the term Holder includes any partners, members, shareholders or
affiliates of a Holder.
4.3 Termination of Information and Inspection Covenants. The covenants
---------------------------------------------------
set forth in Sections 4.1 and 4.2 shall terminate as to the Holders and be of no
further force or effect immediately upon the consummation of the Company's sale
of its Common Stock in a bona fide, firm commitment underwriting pursuant to a
registration statement on Form S-1 under the Act, which results in aggregate
gross cash proceeds to the Company of not less than $10,000,000 and in which the
public offering price per share is not less than $4.00 (as adjusted to reflect
subsequent stock dividends, stock splits or recapitalizations).
4.4 Qualified Small Business. The Company covenants that so long as any
------------------------
of the shares of Series C Preferred Stock, Series D Preferred Stock, or Series E
Preferred Stock or the Common Stock into which such shares are converted, are
held by a Holder (or a transferee in whose hands such shares or Common Stock are
eligible to qualify as Qualified Small Business Stock as defined in section
1202(c) of the Code), it will use its reasonable efforts (including complying
with any applicable filing or reporting requirements imposed by the Code on
issuers of Qualified Small Business Stock) to cause such shares, or the
Conversion Stock to qualify as Qualified Small Business Stock; provided,
--------
however, that "reasonable efforts" as used in this Section 4.4 shall not be
-------
construed to require the Company to operate its business in a manner which would
adversely affect its business, limit its future prospects or alter the timing or
resource allocation related to its planned operations or financing activities.
Further, the Company covenants and agrees, on the reasonable request of any
Holder, to conduct a reasonable investigation into the question of whether the
shares of Preferred Stock (and the shares of Common Stock issued or issuable
upon conversion thereof) held by the Holders, remain "qualified small business
stock" within the meaning of the Code, and to thereafter deliver to such Holder
a duly executed Certificate of Representations in the form attached hereto as
Exhibit B (the "QSBS Certificate"). If the Company is unable to deliver an
executed QSBS Certificate because representation statement 2 in the QSBS
Certificate is inaccurate, the Company covenants and agrees to deliver a
statement explaining the reasons for such inaccuracy.
-15-
5. Miscellaneous.
-------------
5.1 Assignment. The terms and conditions of this Agreement shall inure to
----------
the benefit of and be binding upon the respective successors and assigns of the
parties hereto.
5.2 Third Parties. Nothing in this Agreement, express or implied, is
-------------
intended to confer upon any party, other than the parties hereto, and their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
5.3 Governing Law. This Agreement shall be governed by and construed
-------------
under the laws of the State of California as applied to agreements among
California residents entered into and performed entirely within California.
5.4 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.5 Notices.
-------
(a) All notices, requests, demands and other communications under this
Agreement or in connection herewith shall be given to or made upon the
respective parties as follows:
To the Company: Beatnik, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
To a Holder: At such Holder's address as set forth on
Exhibit A attached hereto.
-------
(b) All notices, requests, demands and other communications given or made
in accordance with the provisions of this Agreement shall be in writing, and
shall be sent by certified mail, return receipt requested, or by telex or
telecopy (facsimile) with confirmation of receipt, and shall be deemed to be
given or made when receipt is so confirmed
(c) Any party may, by written notice to the other, alter its address or
respondent, and such notice shall be considered to have been given ten (10) days
after the mailing, telexing or telecopying thereof.
5.6 Severability. If one or more provisions of this Agreement are held to
------------
be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Agreement, and the balance of this Agreement shall be enforceable in
accordance with its terms.
5.7 Amendment and Waiver. Any amendment or waiver effected in accordance
--------------------
with Section 1 shall be binding upon each Holder of Registrable Securities, and
the Company. In addition, the Company may waive performance of any obligation
owing to it, as to some or all of
-16-
the Holders of Registrable Securities, or agree to accept alternatives to such
performance, without obtaining the consent of any other Holder of Registrable
Securities.
5.8 Effect of Amendment or Waiver. Each Holder and its successors and
-----------------------------
assigns acknowledge that by the operation of Section 5.7 hereof the holders of a
majority of the outstanding Registrable Securities, acting in conjunction with
the Company, will have the right and power to diminish or eliminate all rights
pursuant to this Agreement.
5.9 Rights of Holders. Each holder of Registrable Securities shall have
-----------------
the absolute right to exercise or refrain from exercising any right or rights
that such holder may have by reason of this Agreement, including, without
limitation, the right to consent to the waiver or modification of any obligation
under this Agreement, and such holder shall not incur any liability to any other
holder of any securities of the Company as a result of exercising or refraining
from exercising any such right or rights.
5.10 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party to this Agreement, upon any breach or
default of the other party, shall impair any such right, power or remedy of such
non-breaching party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement, or by law or otherwise afforded to any holder, shall be cumulative
and not alternative.
IN WITNESS WHEREOF, the parties have executed this Rights Agreement as of
the date first above written.
COMPANY
-------
BEATNIK, INC.
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Title President and Chief Executive Officer
--------------------------------------
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SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ Ventures, L.P.
------------------------------------
[Print Name of Holder]
By: ▇▇▇▇ Ventures Management, LLC
Its general partner
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Signature
Address 650 Page Mill Road
----------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇▇▇▇▇▇ Trust 1996
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ del ▇▇▇▇▇
---------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Signature
Address ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
----------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇
----------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Angel Investors, L.P.
------------------------------------
Angel (Q) Investors, L.P.
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Signature
Address 650 Page Mill Road
----------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Angel (Q) Investors II, L.P.
------------------------------------
[Print Name of Holder]
By: ArchAngel II, LLC its general partner
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Signature
Address 650 Page Mill Road
----------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇▇ as Custodians
---------------------------------------------
For ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Signature
Address ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
-----------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Arvind & ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Coralsprings Partners
-------------------------------------
[Print Name of Holder]
By __________________________________
Signature
Address ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Cyber Lifestyle Limited
-------------------------------------------
[Print Name of Holder]
By ________________________________________
Signature
Address TrustNet ▇▇▇▇▇▇▇▇, P.O. Box 3444
-----------------------------------
Road Town, Tortola, British Virgin
-----------------------------------
Islands.
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇, Carlick ▇▇▇▇▇▇
-------------------------------------------
Revocable Family Trust
-------------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
-----------------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇
------------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Signature
Address c/o Sullivan & ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Signature
Address ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇ Revocable Trust of 1984
------------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇ ▇▇.
----------------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Digital Origin
-----------------------------------
[Print Name of Holder]
By _________________________________
Signature
Address ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇.▇.
-----------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
---------------------------------------
Signature
Address ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
--------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇.▇. ▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇ ▇▇▇
-----------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. # ▇▇▇
----------------------------
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Entertainment Media Ventures LLC
-------------------------------------
[Print Name of Holder]
By: Entertainment Media Ventures
Management Co, LLC, its Manager
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, 2/nd/ Floor
-----------------------------
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ # ▇
---------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
-------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , as
-------------------------------------------------
Co-Trustees of the ▇▇▇▇▇▇▇▇ Living Trust
-------------------------------------------------
Dated September 19, 1996
-------------------------------------------------
[Print Name of Holder]
By ______________________________________________
Signature
Address ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------
Signature
Address ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Hikari Tsushin, Inc.
-----------------------------------------------
[Print Name of Holder]
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Managing Director
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------------
Signature
Address 23F Ohtemach Nomura Bldg., 2-1-1
---------------------------------------
Chiyoda-ku, Ohtemachi, Tokyo, 100
---------------------------------------
▇▇▇▇ ▇▇▇▇▇
---------------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
--------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Signature
Address 777-80 San Antonio Road
-------------------------
Palo ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇. ▇▇▇
--------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇. ▇▇▇
-------------------------------
Signature
Address ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Signature
Address _______________________
_______________________
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Signature
Address ▇.▇. ▇▇▇ ▇▇▇▇
-------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Signature
Address _______________________
_______________________
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
----------------------
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇▇▇▇▇
----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, # ▇▇▇
--------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, # ▇
----------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ del ▇▇▇▇▇ as Custodian for ▇▇▇▇▇▇ del ▇▇▇▇▇,
--------------------------------------------------
UTMA
--------------------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ del ▇▇▇▇▇
-----------------------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ del ▇▇▇▇▇ as Custodian for ▇▇▇▇▇ del ▇▇▇▇▇,
-------------------------------------------------
UTMA
-------------------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ del ▇▇▇▇▇
-----------------------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ del ▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ del ▇▇▇▇▇
----------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Family Trust,
--------------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
------------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Knowledge Net Holdings, LLC
--------------------------------------
[Print Name of Holder]
By ___________________________________
Signature
Address ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Signature
Address ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇▇ Associates Fund IV
--------------------------------
By: ▇▇▇▇▇▇▇▇ IX Management, LLC
--------------------------------
Its General Partner
--------------------------------
[Print Name of Holder]
By _____________________________
Signature
Address ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ # ▇▇▇
-------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇▇ IX
---------------------------------
By: ▇▇▇▇▇▇▇▇ IX Management, LLC
---------------------------------
Its General Partner
---------------------------------
[Print Name of Holder]
By ______________________________
Signature
Address ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
-------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
NBM Investment-1, Inc.
---------------------------------
[Print Name of Holder]
By ______________________________
Signature
Address ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
-------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇▇▇
-------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇ ▇▇▇
------------------------------------
Signature
Address ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
[Print Name of Holder]
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Signature
Address ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Mindbinder, Inc.
--------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Signature
Address ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. 3rd Floor
------------------------------
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇ ▇▇. # ▇
------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
MTVN Online, L.P.
----------------------------------
[Print Name of Holder]
By ________________________________
Signature
Address ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
--------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇
------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
----------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
PM&S Venture Fund III, LLC
--------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ del ▇▇▇▇▇
------------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Signature
Address ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇
-------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
[Print Name of Holder]
By /s/ M. ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Signature
Address ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇
-----------------------
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇ ▇▇
--------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Signature
Address ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ # ▇▇
----------------------------
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇ ▇. Summit
-----------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ Summit
--------------------------------
Signature
Address ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
---------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇ and ▇▇▇▇▇ ▇▇▇▇
------------------------------
[Print Name of Holder]
By /s/ ▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
----------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Sound Trust
------------------------------
[Print Name of Holder]
By ___________________________
Signature
Address ______________________
______________________
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Space Shower Networks, Inc.
------------------------------------
[Print Name of Holder]
By _________________________________
Signature
Address 3-16-35 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇
----------------------------
▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Signature
Address ▇▇ ▇▇▇▇▇▇ ▇▇▇
-------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇
------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------
Signature
Address 290 ▇▇▇▇▇▇ ▇▇▇▇▇ Blvd.
----------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Sun Microsystems, Inc.
----------------------------------
[Print Name of Holder]
By _______________________________
Signature
Address __________________________
__________________________
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust 1996
---------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ del ▇▇▇▇▇
-------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Sunrise Capital Fund I, LLC
-------------------------------------
[Print Name of Holder]
By __________________________________
Signature
Address ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇. # 203
-----------------------------
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
[Print Name of Holder]
By /s/ S R Phelan
-----------------------------------
Signature
Address ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
------------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Technology Fund II Pte Ltd
-------------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇
-----------------------------------------
Signature
Address ▇, ▇▇▇▇▇▇ ▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
-----------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
[Print Name of Holder]
By /s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Signature
Address ▇▇ ▇▇▇▇▇▇▇ ▇▇.
-------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Signature
Address ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇
------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Zomba Enterprises
---------------------------------------
[Print Name of Holder]
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Signature
Address ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor
-------------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------
SIGNATURE PAGE TO
AMENDED AND RESTATED AGREEMENT
DATED AS OF MARCH 10, 2000
BY AND AMONG
BEATNIK, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers the Beatnik, Inc. Amended and
Restated Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Investors named in such Agreement, shall constitute one and
the same document in accordance with the terms of such Agreement.
Zomba Entertainment Holding, B.V.
--------------------------------------
[Print Name of Holder]
By ___________________________________
Signature
Address ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
------------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------
EXHIBIT A
LIST OF SHAREHOLDERS
[To Be Completed Following Identification of Dissenting Shares]
Existing Shareholders Number of Shares
------------------------------------------------ -----------------------------
Series A Shares
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 610,000 Series A Shares
Imagine Media
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇.▇. 333,333 Series A Shares
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ 319,751 Series A Shares
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Family Trust 269,750 Series A Shares
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Matrix Partners
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 250,667 Series A Shares
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Big Bend III Investments LP 250,000 Series A Shares
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sunrise Capital I, LLC 208,334 Series A Shares
c/o ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A-1
Existing Shareholders Number of Shares
------------------------------------------------ -----------------------------
Series A Shares
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as 200,000 Series A Shares
co-trustees of the ▇▇▇▇▇▇▇▇ Living Trust, dated
September 19, 1996
Tekedge Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustees of The 166,667 Series A Shares
Raghavan Family Trust UA dtd 03-12-97
▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Invision Interactive, Inc. 150,000 Series A Shares
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 125,000 Series A Shares
▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
OR
Broadview
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Family Trust 100,000 Series A Shares
c/o ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 98,669 Series A Shares
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ 83,333 Series A Shares
c/o BEI International
▇▇▇▇▇ ▇▇▇▇ ▇▇., #▇▇▇
▇▇▇▇▇▇▇▇, ▇▇. 98039
A-2
Existing Shareholders Number of Shares
------------------------------------------------ -----------------------------
Series A Shares
▇▇▇▇ ▇▇▇ 83,333 Series A Shares
c/o BEI International
▇▇▇▇▇ ▇▇▇▇ ▇▇., #▇▇▇
▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
▇▇▇▇ Van den Bosch 66,667 Series A Shares
Veritas Software Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 58,334 Series A Shares
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 62,500 Series A Shares
▇▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ 41,667 Series A Shares
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ #▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Arvind and ▇▇▇▇ ▇▇▇▇▇▇▇▇ 41,666 Series A Shares
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ as Custodians 33,333 Series A Shares
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 33,333 Series A Shares
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ 8,333 Series A Shares
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Matrix Partners
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
A-3
Existing Shareholders Number of Shares
------------------------------------------------ -----------------------------
Series A Shares
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 25,000 Series A Shares
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Matrix Partners
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ 19,485 Series A Shares
c/o ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ 19,485 Series A Shares
c/o ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
VLG Investments 1996 13,333 Series A Shares
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Venture Law Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 8,999 Series A Shares
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 8,999 Series A Shares
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 3,333 Series A Shares
c/o Venture Law Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------
Total Series A Preferred Stock 3,709,971
------------------------------
A-4
Existing Shareholders Number of Shares
------------------------------------------------ -----------------------------
Series B Shares
Zomba Enterprises, Inc. 1,190,476
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ 47,619
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ 47,619
Matrix Partners
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Sunrise Capital I, L.L.C. 23,809
c/o ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------
Total Series B Preferred Stock 1,309,523
------------------------------
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series C Shares
Mayfield Associates Fund IV 240,398 Series C Shares
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Mayfield IX 4,567,575 Series C Shares
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
H. Enterprises International, Inc. 171,713 Series C Shares
▇▇. ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A-5
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series C Shares
▇▇▇▇▇ del ▇▇▇▇▇ 42,928 Series C Shares
Pillsbury Madison & Sutro LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ 42,928 Series C Shares
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
Digital Origin, Inc 36,059 Series C Shares
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Angel Investors (Q), L.P. 32,196 Series C Shares
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
cc: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ Ventures, L.P. 10,732 Series C Shares
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
cc: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ del ▇▇▇▇▇, as Custodian for 8,585 Series C Shares
▇▇▇▇▇▇ del ▇▇▇▇▇, UTMA
c/o ▇▇▇▇▇ del ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Madison & Sutro LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
A-6
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series C Shares
▇▇▇▇▇ del ▇▇▇▇▇, as Custodian for 8,585 Series C Shares
▇▇▇▇▇ del ▇▇▇▇▇, UTMA
c/o ▇▇▇▇▇ del ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Madison & Sutro LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 8,585 Series C Shares
Pillsbury Madison & Sutro LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Zomba Entertainment Holdings, B.V. (B) 1,091,979 Series C Shares
Zomba Enterprises, Inc.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
PM&S Venture Fund II, LLC 42,928 Series C Shares
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ del ▇▇▇▇▇
▇▇▇▇▇ Family Trust 64,543 Series C Shares
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Matrix Partners
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ #▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ 15,722 Series C Shares
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Matrix Partners
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ #▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 15,722 Series C Shares
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Matrix Partners
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ #▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 15,241 Series C Shares
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A-7
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series C Shares
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 65,495 Series C Shares
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sunrise Capital Fund 59,342 Series C Shares
c/o ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Family Trust U/A 2/7/96 20,318 Series C Shares
c/o ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ 3,959 Series C Shares
c/o ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ 3,959 Series C Shares
c/o ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 12,699 Series C Shares
▇▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ Trust 1996 47,994 Series C Shares
c/o ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust 1996 47,993 Series C Shares
c/o ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 677 Series C Shares
c/o Venture Law Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
A-8
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series C Shares
VLG Investments 1999 3,483 Series C Shares
Venture Law Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 23,051 Series C Shares
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 653 Series C Shares
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 25,398 Series C Shares
▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ 10,887 Series C Shares
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ #▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ 42,605 Series C Shares
▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as 52,257 Series C Shares
Co-Trustees of the ▇▇▇▇▇▇▇▇ Living Trust
Tekedge Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 159,382 Series C Shares
Imagine Media
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ Van Den Bosch 17,042 Series C Shares
c/o ▇▇▇▇ Van den Bosch
Veritas Software Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
A-9
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series C Shares
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 65,320 Series C Shares
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coralsprings Partners 257,570 Series C Shares
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Knowledge Net Holdings, Inc. 171,713 Series C Shares
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Entertainment Media Ventures, LLC 1,931,775 Series C Shares
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
Total Series C Preferred Stock 9,439,991
------------------------------
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series D-1
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ 24,793
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Amber Ventures I, Ltd 82,644
▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ F (▇▇▇) ▇▇▇-▇▇▇▇
Andre, ▇▇▇▇▇▇▇ ▇. [Dissenter]
Interface Analysis Associates
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
A-10
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series D-1
▇▇▇▇▇, M ▇▇▇▇▇▇▇ 906
▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust, dated 6/12/99 as amended; 41,322
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ [TRANSFER IN PROCESS]
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ 20,661
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ 20,661
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ 1993 Revocable Trust, dated 5/12/93 ▇▇▇▇▇▇▇ 41,322
▇▇▇▇▇ & ▇▇▇▇▇▇▇, TR UA
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ 4,132
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ 12,396
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ 20,661
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
A-11
Name and Address Number of Shares
--------------------------------------- -------------------------------------
Series D-1
Lexa International Corporation 41,322
c/o ▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 82,644
▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇. 20,661
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, #▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇/Off. (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ 20,661
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ 4,132
▇.▇. ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ 10,330
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 20,661
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
F ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇. 1,570
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
PO Box 12661
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇. 10,000
A-12
Name and Address Number of Shares
---------------------------------------- ------------------------------------
Series D-1
▇▇▇▇▇▇▇▇ Family Trust 4/8/87 37,851
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ 18,264
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 20,661
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------
Work Address (for rush deliveries):
Buzme
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ (wk)
▇▇▇▇▇▇▇▇, ▇▇▇ 20,661
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
Total Series D-1 Preferred Stock 1,962,704
--------------------------------
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Series D-2
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 8,333
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
F ▇▇▇-▇▇▇-▇▇▇▇
Technology Fund Pte Ltd. 166,667
c/o TDF Management Pte Ltd.
21 Science Park Road #02-01
The Aquarius
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇-▇▇▇-▇▇▇▇
F ▇▇▇-▇▇-▇▇▇-▇▇▇▇
A-13
Name and Address Number of Shares
------------------------------------------------- ---------------------------
Series D-2
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ 16,666
▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust, dated 6/12/99 as amended; 16,666
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ [TRANSFER IN PROCESS]
Carlick/▇▇▇▇▇▇ Family Trust Revocable Trust, ▇▇▇▇▇ 8,333
Carlick, Trustee
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, TR UA 5/12/93 ▇▇▇▇▇▇▇ 1993 8,333
Revocable Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ 8,333
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Family Trust UAD 6/2/86; ▇▇▇▇▇▇ ▇. and 33,333
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustees
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 33,333
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
F ▇▇▇-▇▇▇-▇▇▇▇
A-14
Name and Address Number of Shares
------------------------------------------------- ---------------------------
Series D-2
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Revocable Living Trust dated 16,666
7/28/97; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, #▇-▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
F(408) 448-4980
Summit, ▇▇▇▇▇ 3,333
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Technology Fund Pte Ltd. 200,000
c/o TDF Management Pte Ltd.
21 Science Park Road #02-01
The Aquarius
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇-▇▇▇-▇▇▇▇
F ▇▇▇-▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 16,666
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
Total Series D-2 Preferred Stock 1,706,444
--------------------------------
Warrants to Purchase Series C Preferred Stock
Name and Address Number of Shares
------------------------------------------------ -----------------------------
Yahoo!, Inc 333,888
A-15
EXHIBIT B
BEATNIK, INC.
a California corporation
CERTIFICATE OF REPRESENTATIONS
REGARDING QUALIFIED SMALL BUSINESS STOCK
THIS CERTIFICATE OF REPRESENTATIONS REGARDING QUALIFIED SMALL BUSINESS
STOCK (this "Certificate") is executed as of March ___, 2000, by Beatnik, Inc.,
a California corporation (the "Company"), for the benefit of [requesting Holder
or Holders], ("Shareholder"). As used herein, the term "Stock" means those
shares of Company stock issued by the Company to Shareholder and described more
fully on Schedule A hereto.
Representations
Subject to the limitations and qualifications set forth below, the Company
hereby represents as follows:
1. The Company has conducted a reasonable investigation into the question
of whether the Stock is "qualified small business stock" ("QSBS") within the
meaning of Section 1202(c) of the Internal Revenue Code of 1986, as amended (the
"Code"); and
2. As of the date first above written, and assuming that Shareholder has
not sold, distributed, or otherwise transferred the Stock, all of the Stock is
QSBS.
Qualifications and Limitations
1. Qualification of the Stock as QSBS is based, in part, on the value of
Company stock or other assets at certain relevant times. For purposes of the
representations made in this Certificate, the Company has made a good faith
determination of such values, taking into account all material facts and
circumstances, but cannot guarantee that the Internal Revenue Service will not
successfully assert that such determination is incorrect.
2. Qualification of the Stock as QSBS is based, in part, on whether the
Company has been engaged in the active conduct of one or more qualified trades
or businesses. The term "qualified trade or business" set forth in Section
1202(e)(3) of the Code, but cannot guarantee that the Internal Revenue Service
will not successfully assert a contrary definition.
3. Qualification of the Stock as QSBS is based, in part, on whether at
least eight percent (80%) (by value) of the Company's assets have been used in
the active conduct of one or more qualified trades or businesses. For this
purpose, assets held as "working capital" of a qualified trade or business
within the meaning of Section 1202(e)(6) of the Code are treated as used in the
active conduct of such trade or business. The term "working capital" as set
forth in Section 1202(e)(6) of the Code is not clearly defined in all respects.
For purposes of the representations made in this Certificate, the Company has
made a good faith effort to apply the definition of
B-1
working capital set forth in Section 1202(e)(6) of the Code, but cannot
guarantee that the Internal Revenue Service will not successfully assert a
contrary definition.
4. Qualification of the Stock as QSBS is based, in part, on whether the
Company purchased any of its stock from a person related to Shareholder during a
relevant testing period. For purposes of the representations made in this
Certificate, the Company has made a good faith determination that such purposes
did not occur, but cannot guarantee that the Internal Revenue Service will not
successfully assert that such determination is incorrect.
IN WITNESS WHEREOF, the Company has executed this Certificate as of the
date first above written.
By
----------------------------
Title
-------------------------
B-2