Exhibit 10.1
ALLOCATION AGREEMENT
This ALLOCATION AGREEMENT (this "Agreement") is made as of the 13th day
of November 1998, by and among Viant Corporation, a California corporation (the
"Company") and the purchasers of the Company's Series D Preferred Stock ("Series
D Preferred"), whose names appear on Exhibit A attached hereto (the
"Purchasers").
RECITALS
WHEREAS, the Company and the Purchasers are parties to that certain
Series D Preferred Stock Purchase Agreement dated of even date herewith (the
"Stock Purchase Agreement"); and
WHEREAS, in connection with the Company's issuance of Series D
Preferred pursuant to the Stock Purchase Agreement, the Company has agreed to
enter into this Agreement in order to further induce the Purchasers to enter
into the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual agreements, covenants
and conditions contained herein, the Company and each of the Purchasers hereby
agree as follows:
1. ALLOCATION OF SHARES TO PURCHASERS. In connection with the
first offering of the Company's securities in a firmly underwritten public
offering on Form S-1 or SB-2, if any (the "Offering"), the Company shall require
that the managing underwriters for such Offering offer to Purchasers the right
to purchase, at the Offering Price (as defined below), a number of shares in
such Offering in the manner set forth in this Agreement. Such requirement shall
be subject to the consent of the managing underwriters, which consent shall not
be unreasonably withheld. Subject to such consent, the number of shares that
shall be subject to Purchasers' rights (the "Allocation Shares") shall be
determined by dividing $3,000,000 by a price per share equal to the share price
in the Offering (the "Offering Price").
2. NOTICE; PRO-RATA PORTION OF ALLOCATION SHARES. The Company
shall give each Purchaser written notice of the number of Allocation Shares and
the Offering Price promptly after such time as the Company first determines
same. The Purchasers shall have forty-eight (48) hours after receipt of such
notice to indicate their interest in purchasing all or part of their respective
"pro-rata portion" of the Allocation Shares. A particular Purchaser's "pro-rata
portion" of the Allocation Shares shall be determined by multiplying the number
of Allocation Shares by a fraction, the numerator of which shall be the number
of shares of Series D Preferred (determined on an as-converted basis) held by a
particular Purchaser and the denominator of which shall be the total number of
shares of Series D Preferred (determined on an as-converted basis) then
outstanding.
3. NOTICE OF PURCHASE; PURCHASE OF ALLOCATION SHARES The
Purchasers that are interested in purchasing all or part of their respective
pro-rata portion of the Allocation Shares shall advise the Company of their
interest no later than the end of the aforesaid forty-eight (48) hour period,
specifying the quantity of the applicable Purchaser's pro-rata portion of
Allocation Shares that the Purchaser is interested in purchasing. If a
particular Purchaser shall have indicated its interest in purchasing all of such
Purchaser's pro-rata portion of the Allocation Shares (an "Allocation
Purchaser"), each such Allocation Purchaser shall be offered the right to
purchase such Allocation Purchaser's respective pro-rata portion of the
Allocation Shares that other Purchasers have not indicated an interest in
purchasing. Company will give the Allocation Purchasers notice of the
then-remaining number of Allocation Shares that other Purchasers were not
interested in purchasing ("Available Allocation Shares") promptly following the
expiration of the aforesaid forty-eight (48) hour period. Such notice may be by
telephone.
4. AVAILABLE ALLOCATION SHARES; PRO-RATA PORTION OF AVAILABLE
ALLOCATION SHARES. The Allocation Purchasers shall have twenty-four (24) hours
from the date of such notice to indicate their interest in purchasing up to
their respective pro-rata portion of the Available Allocation Shares; for
purposes of determining the pro-rata portion of the Available Allocation Shares
available for purchase by the Allocation Purchasers, the number of Available
Allocation Shares shall be multiplied by a fraction, the numerator of which
shall be the number of shares of Series D Preferred (determined on an
as-converted basis) held by a particular Allocation Purchaser who shall have
indicated its interest in purchasing Available Allocation Shares, and the
denominator of which shall be the total number of shares of Series D Preferred
(determined on an as-converted basis) then outstanding held by all of the
Allocation Purchasers who shall have indicated their interest in purchasing the
Available Allocation Shares.
5. SHARES AVAILABLE TO TECHNOLOGY CROSSOVER VENTURES.
Notwithstanding the foregoing the number of Allocation Shares offered to
Technology Crossover Ventures II, L.P. and its affiliated funds (collectively,
"TCV") shall in no event be less than that number of Allocation Shares that when
multiplied by the Offering Price equals $1,500,000, rounded to the nearest whole
number.
6. MISCELLANEOUS PROVISIONS.
(a) Any notice required or permitted to be given to a
party pursuant to the provisions of this Agreement shall be in writing and shall
be effective upon personal delivery or upon deposit in the U.S. mail, registered
or certified, with postage prepaid and properly addressed to the party to be
notified as set forth on Exhibit A attached hereto or at such other address as
such party may designate by ten (10) days advance written notice to the other
parties hereto.
(b) This Agreement and the rights and obligations of
the parties hereunder shall inure to the benefit of, and be binding upon, their
respective successors, assigns and legal representatives.
2
(c) In the event one or more of the provisions of
this Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
(d) Any amendment, modification or waiver of any
provision of this Agreement shall be effective if in writing and approved by the
Company and the holder or holders of at least a majority of the shares of Series
D Preferred held by Purchasers; provided, however, that the provisions of
Section 5, and the Company's obligations with respect thereto, may be amended,
modified or waived only with the written consent of TCV.
(e) This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without giving effect to
the conflicts of laws principles thereof.
(f) This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original; and all such counterparts together shall constitute one and the same
instrument.
(g) Notwithstanding anything in the foregoing to the
contrary, all actions taken pursuant to this Agreement shall be in accordance
with all federal and state securities laws, including Rule 134 of the Securities
Act of 1933, as amended.
(h) Each Purchaser shall have the right to apportion
its participation herein among any of its partners, members or affiliates.
[SIGNATURE PAGES FOLLOW.]
3
IN WITNESS WHEREOF, the parties hereto have executed this Allocation
Agreement as of the date first set forth above.
"COMPANY"
VIANT CORPORATION
a California corporation
/s/ Xxxxxx X. Xxxx
----------------------------------------
Xxxxxx X. Xxxx
President and Chief Executive Officer
(ALLOCATION AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have executed this Allocation
Agreement as of the date first set forth above.
TCV II, V.O.F. Technology Crossover Ventures II, C.V.
a Netherlands Antilles General Partnership a Netherlands Antilles Limited Partnership
By: Technology Crossover Management II, L.L.C. By: Technology Crossover Management II, L.L.C.
Its: Investment General Partner Its: Investment General Partner
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------- ----------------------------------------
Name: Xxxxxx x. Xxxxxx Name: Xxxxxx x. Xxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
Technology Crossover Ventures II, L.P.
a Delaware Limited Partnership
By: Technology Crossover Management II, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx x. Xxxxxx
Title: Chief Financial Officer
TCV II (Q),L.P.
a Delaware Limited Partnership
By: Technology Crossover Management II, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx x. Xxxxxx
Title: Chief Financial Officer
TCVII Strategic Partners, L.P.
a Delaware Limited Partnership
By: Technology Crossover Management II, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx x. Xxxxxx
Title: Chief Financial Officer
IN WITNESS WHEREOF, the parties hereto have executed this Allocation
Agreement as of the date first set forth above.
MDV IV ENTREPRENEURS' NETWORK FUND, L.P.
by: Fourth MDV Partners, L.L.C., General Partners
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Member, Xxxxxxx X. Xxxxxxx
XXXX, XXXXXXX VENTURES IV, L.P.
by: Fourth MDV Partners, L.L.C.,
its General Partners
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Member, Xxxxxxx X. Xxxxxxx
(ALLOCATION AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have executed this Allocation
Agreement as of the date first set forth above.
XXXXXXX XXXXXXX XXXXXXXX & XXXXX VIII
By: /s/ Xxxxx Xxxxxx
----------------------------------
Its:
----------------------------------
KPCB VIII FOUNDERS FUND
By: /s/ Xxxxx Xxxxxx
----------------------------------
Its:
----------------------------------
KPCB INFORMATION SCIENCES ZAIBUATSU FUND II
By: /s/ Xxxxx Xxxxxx
----------------------------------
Its:
----------------------------------
KPCB JAVA FUND
By: /s/ Xxxxx Xxxxxx
----------------------------------
Its:
----------------------------------
(ALLOCATION AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have executed this Allocation
Agreement as of the date first set forth above.
INFORMATION ASSOCIATES, L.P.
By: TRIDENT CAPITAL MANAGEMENT, L.L.C.,
its general partner
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Its: MANAGING DIRECTOR
---------------------------------
INFORMATION ASSOCIATES, C.V.
By: TRIDENT CAPITAL MANAGEMENT, L.L.C.
general partner
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Its: MANAGING DIRECTOR
---------------------------------
(ALLOCATION AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have executed this Allocation
Agreement as of the date first set forth above.
XXXXXXXX XXXX
/s/ Xxxxxxxx Xxxx
----------------------------------
XXXXX XXXX
/s/ Xxxxx Xxx Xxxx
----------------------------------
(ALLOCATION AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have executed this Allocation
Agreement as of the date first set forth above.
THE CHASE MANHATTAN BANK, AS TRUSTEE FOR FIRST PLAZA GROUP TRUST (AS DIRECTED
BY GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION)
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------------
XXXXXXXX XXXXX
VICE PRESIDENT
The Chase Manhattan Bank has executed this document/agreement solely
in its capacity as directed trustee of the First Plaza Group Trust
(the ""Trust'') upon the direction of General Motors Investment Management
Corporation (the ""investment manager''). Accordingly, all representations
have been made for and on behalf of the Trust by the investment manager,
and all action to be taken or omitted on behalf of the Trust under this
agreement shall be taken or omitted by the investment manager, who should
receive copies of any and all correspondence or notices intended for the
Trust hereunder.
(ALLOCATION AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have executed this Allocation
Agreement as of the date first set forth above.
BANCBOSTON CAPITAL INC.
By: /s/ [Illegible]
----------------------------------
(ALLOCATION AGREEMENT SIGNATURE PAGE)
EXHIBIT A
SCHEDULE OF PURCHASERS
TCV II, V.O.F. Technology Crossover Ventures II, C.V. BancBoston Capital Inc.
c/o Technology Crossover Ventures c/o Technology Crossover Ventures 000 Xxxxxxx Xxxxxx, 00xx Floor
000 Xxxx Xxxxxx, Xxxxx 000 000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000
Xxxx Xxxx, XX 00000 Xxxx Xxxx, XX 00000
Attention: Xxx Xxxxx Attention: Xxx Xxxxx The Chase Manhattan Bank
As Trustee for First Plaza Group Trust
cc: cc (As Directed by General Motors Investment
c/o Xxxxxx X. Xxxxxx Management Corporation)
c/o Xxxxxx X. Xxxxxx Technology Crossover Ventures 4 Chase MetroTech Center, 18th Floor
Technology Crossover Ventures 00 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000
00 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000
Xxxxxxxx, XX 00000
Xxxx, Xxxxxxx Ventures IV, L.P.
Technology Crossover Ventures II, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000
c/o Technology Crossover Ventures Xxxxx Xxxx, XX 00000
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000 MDV IV Entrepreneurs' Network Fund, L.P.
Attention: Xxx Xxxxx 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
xx
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VIII
c/o Xxxxxx X. Xxxxxx 2750 Sand Hill Road
Technology Crossover Ventures Xxxxx Xxxx, XX 00000
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000 KPCB VIII Founders Fund
2750 Sand Hill Road
TCV II (Q), L.P. Xxxxx Xxxx, XX 00000
c/o Technology Crossover Ventures
000 Xxxx Xxxxxx, Xxxxx 000 KPCB Information Sciences Zaibatsu Fund II
Xxxx Xxxx, XX 00000 0000 Xxxx Xxxx Xxxx
Attention: Xxx Xxxxx Xxxxx Xxxx, XX 00000
cc KPCB Java Fund
0000 Xxxx Xxxx Xxxx
x/x Xxxxxx X. Xxxxxx Xxxxx Xxxx, XX 00000
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000 Information Associates, L.P.
Xxxxxxxx, XX 00000 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
TCV II Strategic Partners, L.P.
c/o Technology Crossover Ventures Information Associates, C.V.
000 Xxxx Xxxxxx, Xxxxx 000 0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000 Xxxxx Xxxx, XX 00000
Attention: Xxx Xxxxx
Philippe & Xxxxx Xxxx
cc 000 Xxxxxxxxx Xxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
c/o Xxxxxx X. Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
AMENDMENT NO. 1
TO
ALLOCATION AGREEMENT
The Allocation Agreement dated as of November 13, 1998 (the
"AGREEMENT"), by and among Viant Corporation, a California corporation (the
"COMPANY"), and the purchasers of the Company's Series D Preferred Stock as
set forth in EXHIBIT A hereto, is hereby amended as set forth below as of the
5th day of May, 1999. Capitalized terms used in this amendment which are not
otherwise defined shall have the meanings set forth in the Agreement.
A. Sections 2, 3 and 4 of the Agreement are hereby deleted and the
following shall be inserted in lieu thereof:
2. NOTICE; PRO-RATA PORTION OF ALLOCATION SHARES. The Company shall
deliver notice (a "SOLICITATION OF INTEREST") of the Offering to the
Purchasers promptly after the filing of a registration statement relating to
the Offering or, if later, an amendment thereto which contains an estimated
price range for the Offering. Such Solicitation of Interest shall contain a
copy of the registration statement so filed. Within ten (10) calendar days
following receipt or, if earlier, deemed receipt, by a Purchaser of a
Solicitation of Interest, the Purchaser shall notify the Company of its
intention (an "EXPRESSION OF INTEREST") to purchase all or part of its
respective "pro-rata portion" of the Allocation Shares, specifying, if less
than all of its pro-rata portion, the number of shares it desires to
purchase. Notwithstanding this ten-day period, all Expressions of Interests
must be received by the Company no later than three (3) calendar days prior
to the pricing of the Offering, if such date is earlier than the expiration
of the ten-day period. A particular Purchaser's "pro-rata portion" of the
Allocation Shares shall be determined by multiplying the number of Allocation
Shares by a fraction, the numerator of which shall be the number of shares of
Series D Preferred (determined on an as-converted basis) held by a particular
Purchaser and the denominator of which shall be the total number of shares of
Series D Preferred (determined on an as-converted basis) then outstanding. A
Purchaser shall be deemed to have waived his, her or its right to purchase
any of the Allocation Shares if he, she or it fails to deliver an Expression
of Interest within such ten-day period.
3. AVAILABLE ALLOCATION SHARES; PRO-RATA PORTION OF AVAILABLE
ALLOCATION SHARES. To the extent that any Purchasers do not indicate in
their Expressions of Interest that they are interested in purchasing their
full pro-rata portion of the Allocation Shares within such ten-day period or,
if earlier, the date that is at least three (3) calendar days before pricing,
the Company shall promptly provide notice (which notice may be by telephone)
of the shares that such Purchasers are not interested in purchasing (the
"AVAILABLE ALLOCATION SHARES") to all Purchasers who have expressed an
interest in purchasing their full pro-rata portion (each, an "ALLOCATION
PURCHASER"). The Allocation Purchasers shall have forty-eight (48) hours from
the date of such notice to indicate in writing to the Company their interest
in purchasing up to their respective pro-rata portion
of the Available Allocation Shares; for purposes of determining the pro-rata
portion of the Available Allocation Shares available for purchase by the
Allocation Purchasers, the number of Available Allocation Shares shall be
multiplied by a fraction, the numerator of which shall be the number of
shares of Series D Preferred (determined on an as-converted basis) held by a
particular Allocation Purchaser who shall have indicated its interest in
purchasing Available Allocation Shares, and the denominator of which shall be
the total number of shares of Series D Preferred (determined on an
as-converted basis) then outstanding held by all of the Allocation Purchasers
who shall have indicated their interest in purchasing the Available
Allocation Shares.
4. REVOCABILITY; BINDING NATURE OF PURCHASE. The Company's sale of
Allocation Shares to any Purchaser shall occur only at such time as the sale
is confirmed under applicable securities laws (the "SALE DATE"). Each
Purchaser shall have an unconditional right to withdraw its Expression of
Interest by written notice thereof to the Company on or before the Sale Date.
Once so withdrawn, neither the Company nor any underwriter of the Offering
shall have any obligation to sell Allocation Shares (including Available
Allocation Shares) to such Purchaser. The actual number of Allocation Shares
(including Available Allocation Shares) purchased by the Purchasers shall be
based on the actual Offering Price, whether or not the Offering Price is
within or outside the price range set forth in the registration statement. In
no event shall the number of shares purchased by a Purchaser hereunder exceed
the lesser of (i) its pro-rata portion of the Allocation Shares (including
Available Allocation Shares), or (ii) the number of shares set forth in its
Expression of Interest. Neither the Company nor the underwriters of the
Offering shall have any obligation to inform the Purchasers of the actual
Offering Price, except to the extent otherwise required by law. The
settlement of the Allocation Shares (including Available Allocation Shares)
shall occur simultaneously with the closing of the purchase and sale of the
other shares distributed in the Offering.
B. Section 6(a) of the Agreement is hereby deleted and the following
shall be inserted in lieu thereof:
(a) Any notice required or permitted to be given to a party
pursuant to the provisions of this Agreement shall, except as set forth in
the first sentence of Section 3 above, be in writing and shall be deemed
received (i) upon personal delivery; (ii) on the first business day following
the date delivered to Federal Express; (iii) upon delivery by telecopier (or
on the following business day, if telecopied after the close of business), or
(iv) three days after deposit in the United States mail, registered or
certified, with postage prepaid and properly addressed to the party to be
notified, in each case addressed to a Purchaser as set forth on Exhibit A
hereto or at such other address as such party may designate by ten (10) days
advance written notice to the other parties hereto.
C. In all other respects, the Agreement shall remain in full force and
effect.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first set forth above.
"COMPANY"
VIANT CORPORATION
/s/ Xxxxxx X. Xxxx
---------------------------------
Xxxxxx X. Xxxx
President and Chief Executive Officer
TCV II, V.O.F.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Its: Chief Financial Officer
------------------------------
TECHNOLOGY CROSSOVER VENTURES II, L.P.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Its: Chief Financial Officer
------------------------------
TCV II (Q), L.P.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Its: Chief Financial Officer
------------------------------
TCV II STRATEGIC PARTNERS, L.P.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Its: Chief Financial Officer
------------------------------
[AMENDMENT NO. 1 TO ALLOCATION AGREEMENT]
TECHNOLOGY CROSSOVER VENTURES II, C.V.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Its: Chief Financial Officer
------------------------------
XXXX, XXXXXXX VENTURES IV, L.P.
By: Fourth MDV Partners, L.L.C.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------
Xxxxxxxx X. Xxxxxx, Member
MDV IV ENTREPRENEURS' NETWORK FUND, L.P.
By: Fourth MDV Partners, L.L.C.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------
Xxxxxxxx X. Xxxxxx, Member
XXXXXXX XXXXXXX XXXXXXXX & XXXXX VIII
By:
------------------------------
Its:
------------------------------
KPCB VIII FOUNDERS FUND
By:
------------------------------
Its:
------------------------------
KPCB INFORMATION SCIENCES ZAIBATSU
By:
------------------------------
Its:
------------------------------
[AMENDMENT NO. 1 TO ALLOCATION AGREEMENT]
KPCB JAVA FUND
By:
------------------------------
Its:
------------------------------
INFORMATION ASSOCIATES, L.P.
By: TRIDENT CAPITAL MANAGEMENT, L.L.C.,
its general partner
By:
------------------------------
Its:
------------------------------
INFORMATION ASSOCIATES, C.V.
By: TRIDENT CAPITAL MANAGEMENT, L.L.C.,
its general partner
By:
------------------------------
Its:
------------------------------
/s/ Xxxxxxxx Xxxx
-----------------------------------
XXXXXXXX XXXX
/s/ Xxxxx Xxx Xxxx
-----------------------------------
XXXXX XXXX
FIRST PLAZA GROUP TRUST
By:
------------------------------
Its:
------------------------------
[AMENDMENT NO. 1 TO ALLOCATION AGREEMENT]
BANCBOSTON CAPITAL INC.
By:
------------------------------
Its:
------------------------------
[AMENDMENT NO. 1 TO ALLOCATION AGREEMENT]
EXHIBIT A
SCHEDULE OF HOLDERS
-------------------
Number of Shares
and Percentage of
Holder Series D Preferred
------ ------------------
1. TCV II, V.O.F.
c/o Technology Crossover Ventures 14,592 (.46%)
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: Xxx Xxxxx
2. Technology Crossover Ventures II, L.P. 449,177 (14.18%)
c/o Technology Crossover Ventures
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: Xxx Xxxxx
3. TCV II(Q), L.P. 345,334 (10.90%)
c/o Technology Crossover Ventures
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: Xxx Xxxxx
4. TCV II Strategic Partners, L.P. 61,285 (1.93%)
c/o Technology Crossover Ventures
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: Xxx Xxxxx
5. Technology Crossover Ventures II, C.V. 65,580 (2.16%)
c/o Technology Crossover Ventures
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: Xxx Xxxxx
All notices to any TCV Fund should be copied to:
------------------------------------------------
c/o Xxxxxx X. Xxxxxx
Technology Crossover Ventures
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
6. Xxxx, Xxxxxxx Ventures IV, L.P. 269,162 (8.49%)
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
7. MDV IV Entrepreneurs Network Fund, L.P. 14,166 (0.45%)
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
8. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VIII 83,583 (2.64%)
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
9. KPCB VIII Founders Fund 4,840 (0.15%)
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
10. KPCB Information Sciences Zaibatsu Fund II 4,653 (0.15%)
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
11. KPCB Java Fund 93,079 (2.94%)
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
12. Information Associates, L.P. 304,491 (9.61%)
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxx
13. Information Associates, C.V. 8,498 (0.27%)
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxx
14. Philippe & Xxxxx Xxxx 469,484 (14.82%)
000 Xxxxxxxxx Xxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
15. First Plaza Group Trust 782,472 (24.69%)
GM Investment Management
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Russoff
16. BancBoston Capital Inc. 156,494 (4.94%)
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
