EXHIBIT 10.34
Execution Copy
STANDSTILL AGREEMENT
This Standstill Agreement (the "Agreement"), dated as of June 1, 1999, is
between Advanced Radio Telecom Corp., a Delaware corporation (the "Company") and
each of the parties listed on Schedule I hereto (the "Purchasers").
WHEREAS, simultaneously with the execution of this Agreement, the
Purchasers are entering into an agreement to purchase shares of the Company's
Series A and Series B Convertible Preferred Stock (the "Preferred Stock")
pursuant to the Stock Purchase Agreement (the "Purchase Agreement") among the
Company and the Purchasers dated as of the date hereof; and
WHEREAS, the Company and each of the Purchasers desire to establish in this
Agreement certain conditions of such Purchaser's and such Purchaser's
Affiliates' relationship with Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Agreement, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions.
(a) "ACQUISITION PROPOSAL" shall mean a bona fide, written proposal,
which proposal includes all material terms of a proposed transaction,
received by the Board of Directors of the Company from any Person or Group
proposing to enter into a transaction which, if effected, would constitute
a Change of Control of the Company.
(b) "AFFILIATE" shall have the meaning given it in Rule 12b-2 under
the Exchange Act.
(c) "ASSOCIATE" shall have the meaning given it in Rule 12b-2 under
the Exchange Act.
(d) "BENEFICIAL OWNER" shall have the meaning given it in Rule
13(d)(3) under the Exchange Act; and "Beneficially Own" and "Beneficial
Ownership" shall apply to securities held by a Beneficial Owner.
(e) "CHANGE OF CONTROL" shall mean (1) the acquisition by a Third
Party of more than 50% of the Company's then outstanding Voting Stock,
excluding however, a purchase agreement with an underwriter or group of
underwriters in a registered public offering to the public; (2) the
consummation of a merger, acquisition, consolidation or reorganization or
series of such related transactions involving the Company, unless both (x)
immediately after such transaction or transactions, the stockholders of the
Company immediately prior to such transaction shall Beneficially Own at
least 50% of the outstanding Voting Stock of the Company (or, if the
Company shall not be the surviving company in such merger, consolidation or
reorganization, the Voting Stock of the surviving corporation issued in
such transaction in respect of Voting Stock of the Company shall represent
at least 50% of the Voting Stock of such surviving company), and (y) the
Company is not subject to an agreement that provides that individuals who
are directors of the Company immediately prior to such transaction (or
individuals designated by the Company at or before the closing of such
transaction) shall constitute less than a majority of the directors of the
Company (or such surviving company, as the case may be) after the closing
of such transaction; (3) a change or changes in the membership of the
Company's Board of Directors which represents a change of a majority or
more of such membership during any twelve month period (unless such change
or changes in membership are caused by the actions of the then-existing
Board of Directors); (4) an Insolvency Proceeding (as defined below); or
(5) the consummation of a sale of all or substantially all of the Company's
assets unless immediately after such transaction, the stockholders of the
Company immediately prior to such transaction shall beneficially own at
least 50% of the Voting Stock of the acquiring company.
(f) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(g) "GROUP" shall have the meaning provided in Section 13(d)(3) of the
Exchange Act.
(h) "INSOLVENCY PROCEEDING" shall mean (1) an assignment for the
benefit of creditors, (2) the filing by the Company of a petition to have
the Company adjudged insolvent, bankrupt or seeking a reorganization or
liquidation under any law relating to bankruptcy, insolvency or
receivership, (3) an appointment of a receiver or trustee for all or
substantially all of the assets of the Company unless appointed without the
Company's consent, in which case if after 60 days such appointment has not
been vacated or stayed, (4) a public admission in writing of the Company's
inability to pay its debts as they come due, or (5) the adoption of a plan
of liquidation or dissolution by the Board of Directors of the Company.
(i) "PERSON" means an individual, corporation, partnership,
association, trust, unincorporated organization or other entity.
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(j) "STOCKHOLDERS AGREEMENT" shall mean the Stockholders Agreement in
the form attached as Exhibit A, and as amended with the agreement of the
Company.
(k) "THIRD PARTY" shall mean any Person (other than any Purchaser and
its Affiliates and Associates) or Group (other than any Group that includes
any Purchaser or its Affiliates or Associates).
(l) "TOTAL VOTING POWER" at any date, with respect to any Person,
shall mean the total combined Voting Power of all the Voting Stock of such
Person then outstanding and entitled to vote.
(m) "TWO-THIRDS IN INTEREST" means, prior to the closing of the
transactions contemplated by the Purchase Agreement, Purchasers (and
permitted assignees) who have agreed to purchase more than 66 2/3% of the
shares of Preferred Stock pursuant to the Purchase Agreement and, on and
after the closing of the transactions contemplated by the Purchase
Agreement, Purchasers (and transferees, pursuant to Section 4.01(a) hereof)
holding more than 66 2/3% of the shares of Preferred Stock purchased
pursuant to the Purchase Agreement then owned by the Purchasers.
(n) "VOTING POWER" with respect to any Voting Securities of any Person
on any date shall mean the voting power in the general election of
directors of the relevant Person to which such Voting Securities would be
entitled on such date.
(o) "VOTING STOCK" of any Person shall mean any securities entitled to
vote generally in the election of directors of such Person, or any direct
or indirect rights or options or warrants to acquire any such securities or
any securities (including, without limitation, the Preferred Stock)
convertible or exercisable into or exchangeable for such securities,
whether or not such securities are so convertible, exercisable or
exchangeable at the time of determination.
ARTICLE II
TERM
SECTION 2.01 Term. The term (the "Term") of this Agreement shall commence
on the date hereof and shall continue until the earliest to occur of the
following:
(a) the fourth anniversary of the Closing under the Purchase
Agreement;
(b) the termination of the Purchase Agreement prior to the Closing in
accordance with its terms; and
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(c) the date, following the Closing, on which the Company has no
further obligations under Section 4.9 of the Purchase Agreement with
respect to the election to the Company's Board of Directors of any nominee
of UST or Oak Investment Partners and no nominee of UST or Oak Investment
Partners designated and elected to the Company's Board of Directors
pursuant to the provisions of Section 4.9 of the Purchase Agreement is a
director of the Company
.
ARTICLE III
STANDSTILL PROVISIONS
SECTION 3.01 Restrictions of Certain Actions. Each of the Purchasers
hereby severally agrees that during the Term, neither it nor any Affiliate or
Associate of such Purchaser will, singly or as part of a Group, directly or
indirectly:
(a) acquire or offer, make a proposal or agree to acquire (whether
publicly or otherwise), in any manner, any material assets of the Company
or its subsidiaries or any equity securities of the Company or its
subsidiaries (or Beneficial Ownership thereof), except (1) pursuant to a
stock split, stock dividend, recapitalization, reclassification or similar
transaction not effected pursuant to a violation of this Section 3.01, (2)
upon the conversion of the Preferred Stock into Common Stock in accordance
with the Company's Certificate of Incorporation, (3) pursuant to the Rights
Agreement dated as of June 20, 1997 between the Company and BankBoston,
N.A. or (4) pursuant to the exercise of rights pursuant to Section 4.16 of
the Purchase Agreement.
(b) make or in any way propose or participate in any "solicitation" of
"proxies" to vote (as such terms are defined in Rule 14a-1 under the
Exchange Act), solicit any consent or communicate with or seek to advise or
influence any Person, other than the Company, with respect to the
solicitation or voting of any Voting Securities of the Company in
opposition to any matter that has been recommended by the Board or in favor
of any matter that has not been approved by the Board, or become a
"participant" in any "election contest" (as such terms are defined or used
in Rule 14a-11 under the Exchange Act) with respect to Company except
pursuant to the Stockholders Agreement.
(c) form, be a member of, join or encourage the formation of, any
Group with respect to any Voting Securities of the Company or the
acquisition of any assets of the Company other than any such Group
resulting from, and solely to the extent set forth in, the Stockholders
Agreement;
(d) deposit any Voting Stock of the Company into a voting trust or
subject any such Voting Stock to any arrangement or agreement with respect
to the voting thereof other than the Stockholders Agreement;
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(e) seek election to or seek to place a representative on the Board of
Directors of the Company (except pursuant to Section 4.10 of the Purchase
Agreement or Section 4.4 of the Certificate of Designation (the
"Certificate") relating to the Preferred Stock and except for any chief
executive officer of the Company) or seek the removal of any member of the
Board of Directors the Company other than pursuant to the Stockholders
Agreement or the Certificate;
(f) call or seek to have called any meeting of the stockholders of
Company other than participation as a director of the Company in calling,
or seeking to have called, meetings of stockholders generally;
(g) solicit, seek to effect, negotiate with or provide any information
to any other party with respect to, or make any statement or proposal,
whether written or oral, to the Board of Directors of Company or otherwise
make any public announcement or proposal whatsoever with respect to a
merger or acquisition of the Company the sale of all or a substantial
portion of the assets of the Company and its subsidiaries, liquidation of
the Company, recapitalization of the Company or similar business
transactions with respect to the Company or take any action which might
require either party to make a public announcement with respect to any such
matters (the foregoing shall not limit the Purchaser from discussing any
Third Party Acquisition Proposal with, or providing any information with
respect thereto to, the Company or other Purchasers); or
(h) instigate, encourage or assist, or enter into any discussions or
arrangements with, any Third Party to do any of the actions described in
Sections 3.01(a) through (h) (the foregoing shall not limit the Purchaser
from discussing any Third Party Acquisition Proposal with the Company or
other Purchasers);
(i) If any Purchaser or any of its Affiliates or Associates owns or
acquires any Voting Securities in violation of this Agreement, such Voting
Securities shall immediately be disposed of to persons who are not
Affiliates or Associates thereof but only in compliance with the provisions
of this Section 3.01 and Section 4.01; provided, however, that Company may
also pursue any other available remedy to which it may be entitled as a
result of such violation.
Notwithstanding the restrictions contained in this Section 3.01, the Purchasers
shall not be prevented from complying with the requirements of Sections 13(d)
and 16(a) of the Exchange Act and the rules and regulations thereunder, in each
case, as from time to time in effect, or any successor provisions or rules with
respect thereto, or any other applicable law or rule or regulation of any
governmental body. Notwithstanding the restrictions contained in this Section
3.01, if, prior to the Closing (as defined in the Purchase Agreement), the
Company receives an Acquisition Proposal from a Third Party and the Company (i)
publicly announces that it is considering the Acquisition Proposal or that it is
engaged in discussions with respect to a sale or other transaction involving a
Change of Control, (ii) withdraws or modifies its approval of the Stock Purchase
(as
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defined in the Purchase Agreement) or (iii) notifies the Purchasers of its
intent to terminate the Purchase Agreement pursuant to Section 6.1 (f) of the
Purchase Agreement (each of the foregoing is a "Limited Trigger") then the
Purchasers shall be free to take any action otherwise prohibited by Sections
3.01(a) (but limited to any acquisition from, offer to, proposal to or agreement
with the Company or its subsidiaries), 3.01(b), 3.01(c), 3.01(g) or 3.01(h) in
contemplation of, and to make, an Acquisition Proposal to be made during the
period from the occurrence of the Limited Trigger until the Company notifies the
Purchasers that the Company has rejected such Acquisition Proposal.
SECTION 3.02 Suspension of Restrictions. The limitations provided in
Section 3.01 and Section 4.01 shall immediately be suspended upon the occurrence
of any of the following events.
(a) any Third Party commences a tender or exchange offer seeking to
acquire Beneficial Ownership of 50% or more of the outstanding shares of
Voting Stock, but only if (i) the Company has not within 10 days after
commencement of such offer (or such longer period as may then be permitted
under applicable law for the Company's initial recommendation with respect
to such offer), publicly recommended that such offer not be accepted, or
(ii) all of the material conditions to such offer relating to the
elimination or satisfaction of the material defensive provisions
established by the Company, including any rights plan or similar defensive
provision of the Company have been satisfied or waived;
(b) the Company's receipt of an Acquisition Proposal from any Third
Party but only if the Company has not, within 15 days after such receipt,
rejected such Acquisition Proposal;
(c) the occurrence of a Change of Control of the Company;
(d) the public announcement by the Company that it is "for sale";
(e) the execution of a definitive agreement which, if consummated,
would result in a Change of Control of the Company;
(f) the public announcement by or on behalf of any Person or Group
(other than the Purchaser and its Affiliates) of the commencement of a bona
fide proxy or consent solicitation subject to Section 14 of the Exchange
Act (or any successor provision) to elect or remove a majority of the
directors of the Company which is not, within 10 days after the
announcement of such proxy or consent solicitation (or such longer period
as may then be permitted under applicable law for the Company's initial
recommendation with respect to such contest if such a period is specified)
publicly opposed by the Company's Board of Directors and which would, if
successful, result in a change in the composition of a majority of the
Board of Directors of the Company; or
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(g) the adoption by the Board of Directors of a plan of liquidation or
dissolution.
The Company shall provide the Purchaser with prompt written notice of the
occurrence of any of the events set forth in this Section 3.01 or of the receipt
by the Company of an Acquisition Proposal from any Third Party (such notice to
be provided within ten days after receipt thereof, but without disclosing the
terms thereof or the identity of such Third Party). Upon any (i) withdrawal or
lapsing of any such tender or exchange offer referred to in Section 3.02(a) in
which such Third Party does not acquire more than 15% of the outstanding Voting
Stock of the Company, (ii) withdrawal, rejection or termination of an
Acquisition Proposal referred to in Section 3.02(b), (iii) the public withdrawal
of any "for sale" notice referred to in Section 3.02(d), (iv) the termination of
the agreement referred in Section 3.02(e) without consummation thereof, (v) the
withdrawal or termination or failure of the solicitation referred to in Section
3.02(f) or (vi) the termination of the plan of liquidation referenced in Section
3.02(g), as the case may be, the limitations provided in Sections 3.01 and 4.01
(except to the extent then suspended as a result of any other event specified in
Section 3.02) shall again be applicable for so long as and only to the extent
provided therein without any extension of the term thereof.
ARTICLE IV
TRANSFER RESTRICTIONS
SECTION 4.01 Permitted Transfers. During the Term, but only until the
second anniversary of the Closing under the Purchase Agreement, the Purchaser
shall not sell, pledge, hypothecate, assign or otherwise transfer (each a
"Transfer") any Voting Securities of the Company other than the following
Transfers:
(a) A Transfer to an Affiliate of such Purchaser, provided that such
Affiliate becomes a party to, and agrees to be bound by, this Agreement;
(b) A Transfer by partnerships by way of distribution to a limited
partner or former limited partner of such Purchaser that is not an
Affiliate of such Purchaser;
(c) A private Transfer (i) to any "person" (within the meaning of
Section 13(d)(3) of the Exchange Act), that is not an Affiliate or
Associate of such Purchaser, which to the knowledge of the Purchaser after
inquiry beneficially owns or, as a result of such sale or transfer, will
beneficially own less than ten percent (10%) of the Total Voting Power of
the Company (a "Permitted Transferee"), provided, that such person will not
be Permitted Transferee and no such transfer shall be permitted if such
person, has proposed a business combination or similar transaction with, or
a Change of Control of the Company or (ii) to an account managed by an
institutional manager described in Rule 13f-1 of the Exchange Act with
respect to which the transferred Voting Securities would constitute
"Section 13(f) securities" within the meaning of Rule 13f-1(c) of the
Exchange Act; and
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(d) a sale to the public (i) pursuant to Rule 144 of the Securities
Act or (ii) pursuant to the exercise by the Purchasers of their rights
under the Registration Rights Agreement.
ARTICLE V
MISCELLANEOUS
SECTION 5.01 Enforcement. Each of the Purchasers, on the one hand, and
Company, on the other, acknowledge and agree that irreparable damage would occur
if any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. Accordingly, the parties will
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically its provisions in any court having
jurisdiction, this being in addition to any other remedy to which they may be
entitled at law or in equity.
SECTION 5.02 Entire Agreement; Waivers. This Agreement, the Purchase
Agreement, the Stockholder Agreement and the Registration Rights Agreement
constitute the entire agreement among the parties hereto pertaining to the
subject matter hereof and thereof and supersede all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties with respect to such subject matter. No waiver of any
provision of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar), shall constitute a continuing
waiver unless otherwise expressly provided nor shall be effective unless in
writing and executed (i) in the case of a waiver by Company, by the Company and
(ii) in the case of a waiver by the Purchasers, by "Two-Thirds in Interest" of
the Purchasers.
SECTION 5.03 Amendment or Modification. The parties hereto may not amend
or modify this Agreement except in such manner as may be agreed upon by a
written instrument executed by the Company and Two-Thirds in Interest of the
Purchasers.
SECTION 5.04 Successors and Assigns. All the terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective transferees, successors and assigns (each of which
such transferees, successors and assigns shall be deemed to be a party hereto
for all purposes hereof); provided, however, that (i) neither Company nor any
Purchaser may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Two-Thirds in Interest of the
Purchasers or the Company, respectively and (ii) no transfer or assignment by
any party shall relieve such party of any of its obligations hereunder.
SECTION 5.05 Severability. If any provision of this Agreement is held by
a court of competent jurisdiction to be unenforceable, the remaining provisions
shall remain in full force and effect. It is declared to be the intention of the
parties that they would have executed the remaining
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provisions without including any that may be declared unenforceable.
SECTION 5.06 Headings. Descriptive headings are for convenience only and
will not control or affect the meaning or construction of any provision of this
Agreement.
SECTION 5.07 Counterparts. For the convenience of the parties, any number
of counterparts of this Agreement may be executed by the parties, and each such
executed counterpart will be an original instrument.
SECTION 5.08 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if in writing (including
telecopy or similar teletransmission), addressed as follows:
If to the Company, to:
Advanced Radio Telecom Corp.
000 000xx Xxxxxx XX, Xxxxx 0000
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq., General Counsel
Telecopier No: (000) 000-0000 or (000) 000-0000
Telephone No: (000) 000-0000
with a copy to:
Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxx, Esq.
Telecopier No: (000) 000-0000
Telephone No: (000) 000-0000
(a) if to the Purchasers, to such address listed on Schedule I to the
Purchase Agreement, with a copy to:
Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx, Esq.
Telecopier No: (000) 000-0000
Telephone No: (000) 000-0000
O'Melveny & Xxxxx, LLP
0000 Xxxxxx xx xxx Xxxxx
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Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxxx Xxxxxxxx, Esq.
Telecopier No: (000) 000-0000
Telephone No: (000) 000-0000
Unless otherwise specified herein, such notices or other communications shall be
deemed received (a) in the case of any notice or communication sent other than
by mail, on the date actually delivered to such address (evidenced, in the case
of delivery by overnight courier, by confirmation of delivery from the overnight
courier service making such delivery, and in the case of a telecopy, by receipt
of a transmission confirmation form or the addressee's confirmation of receipt),
or (b) in the case of any notice or communication sent by mail, three business
days after being sent, if sent by registered or certified mail, with first-class
postage prepaid. Each of the parties hereto shall be entitled to specify a
different address by giving notice as aforesaid to each of the other parties
hereto.
SECTION 5.09 Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic substantive law of the State of New
York, without giving effect to any choice or conflict of law provision or rule
that would cause the application of the law of any other jurisdiction.
SECTION 5.10 Termination. This Agreement will terminate at the end of the
Term or earlier upon the written approval of the Company and Two-Thirds in
Interest of the Purchasers.
SECTION 5.11 Fiduciary Duties. Notwithstanding the restrictions set forth
herein, any director of the Company may exercise his fiduciary duties in his
capacity as a director with respect to the Company, as opposed to taking action
with respect to the direct or indirect ownership of any Voting Stock, and no
such exercise of fiduciary duties shall be deemed to be a breach of or a
violation of the restrictions set forth herein, and none of the Purchasers shall
have any liability hereunder for any such exercise of fiduciary duties by such
director in his capacity as a director of the Company.
[Remainder of Page Intentionally Blank]
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[Standstill Agreement]
IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Agreement to be executed as of the date first above written by their respective
officers thereunto duly authorized.
The Company: ADVANCED RADIO TELECOM CORP.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman and CEO
The Purchasers: U.S. TELESOURCE, INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title:
OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP
By: Oak Associates VIII, LLC, General Partner
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
By: Xxxxxx X. Xxxxxx, Managing Member
OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP
By: Oak VIII Affiliates, LLC, General Partner
/s/ Xxxxxx X. Xxxxxx
----------------------------------------------
By: Xxxxxx X. Xxxxxx, Managing Member
[Standstill Agreement]
MERITECH CAPITAL PARTNERS
By:
---------------------------
Name:
Title:
[Standstill Agreement]
ACCEL VI L.P.
BY: ACCEL VI ASSOCIATES L.L.C.
ITS GENERAL PARTNER
By: /s/ X. Xxxxxx Sednaoui
--------------------------------------------
Managing Member
ACCEL INTERNET FUND II L.P.
BY: ACCEL INTERNET FUND II ASSOCIATES L.L.C.
ITS GENERAL PARTNER
By: /s/ X. Xxxxxx Sednaoui
--------------------------------------------
Managing Member
ACCEL KEIRETSU VI L.P.
BY: ACCEL KEIRETSU VI ASSOCIATES L.L.C.
ITS GENERAL PARTNER
By: /s/ X. Xxxxxx Sednaoui
--------------------------------------------
Managing Member
ACCEL INVESTORS '98 L.P.
By: /s/ X. Xxxxxx Sednaoui
-------------------------------------------
General Partner
[Standstill Agreement]
BRENTWOOD ASSOCIATES IX, L.P.
By: Brentwood IX Ventures, L.L.C.
Its General Partners
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Member
BRENTWOOD AFFILIATES FUND IX, L.P.
By: Brentwood IX Ventures, L.L.C.
Its General Partner
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Member
[Standstill Agreement]
WORLDVIEW TECHNOLOGY PARTNERS II, L.P.
By: Worldview Capital II, L.P., General Partner
By: Worldview Equity I, L.L.C., General Partner
By: /s/ Xxxxx Xxx
-------------------------------------------
Name: Xxxxx Xxx
Title: Member
WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P.
By: Worldview Capital II, L.P., General Partner
By: Worldview Equity I, L.L.C., General Partner
By: /s/ Xxxxx Xxx
--------------------------------------------
Name: Xxxxx Xxx
Title: Member
WORLDVIEW STRATEGIC PARTNERS II, L.P.
By: Worldview Capital II, L.P., General Partner
By: Worldview Equity I, L.L.C., General Partner
By: /s/ Xxxxx Xxx
-------------------------------------------
Name: Xxxxx Xxx
Title: Member
[Standstill Agreement]
BESSEMER VENTURE PARTNERS IV L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
BESSEC VENTURES IV L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
COVE VENTURES, LLC
By: Cove Road Associates, LLC, Managing Member
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Member
[Standstill Agreement]
XXXXX CAPITAL MANAGEMENT, L.P.
By: ACM Capital Partners II, L.P., General Partner
By: Xxxx X. Xxxxx, General Partner
By: /s/ Xxxx X. Xxxxx
-------------------------------------------
Name: Xxxx X. Xxxxx
Title: General Partner
