CAPITALIZATION AGREEMENT
This Recapitalization Agreement is entered into this 23rd day of July,
1999 by and between BROOKTROUT, INC. ("Brooktrout"), a Massachusetts
corporation, and INTERSPEED, INC. ("Interspeed"), a Delaware corporation.
In consideration of the mutual covenants herein contained and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. BACKGROUND. Interspeed anticipates making a public offering of its
common stock (the "Public Offering"), in which Brooktrout will participate as a
selling stockholder, pursuant to a Registration Statement on Form S-1 of the
Securities and Exchange Commission (the "Registration Statement"). Brooktrout,
as the principal stockholder of Interspeed, has heretofore provided to
Interspeed advances, in the form of payment of expenses on behalf of Interspeed
and otherwise, in an amount which totaled approximately $10,887,000 as of June
30, 1999 and has increased and is expected to continue to increase up to the
consummation of the Public Offering (collectively, the "Brooktrout Advances").
This Agreement is being entered into to set forth the agreement of Brooktrout
and Interspeed with respect to the disposition of these advances in connection
with the Public Offering and otherwise.
2. CONTRIBUTION TO CAPITAL. Upon effectiveness of the Registration
Statement, Brooktrout shall contribute to the capital of Interspeed, and
Interspeed shall accept as a contribution to its capital, the full amount of the
Brooktrout Advances made up to the date of such effectiveness.
3. EXTENSION OF PAYMENT. In any event, Brooktrout agrees that it shall
not seek repayment of the Brooktrout Advances, in whole or in part, at any time
prior to October 1, 2000.
4. DISCLAIMER. It is hereby acknowledged and agreed that Brooktrout
shall make no further advances to Interspeed following effectiveness of the
Registration Statement, and that Brooktrout has committed to make further
advances as needed to Interspeed through the date of effectiveness of the
Registration Statement.
5. COUNTERPARTS. This Agreement may be executed in any number of
counterparts with the same effect as if all parties had signed the same
document, and all counterparts shall be construed together and shall constitute
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on their respective behalves by their officers thereunto duly
authorized, as of the date and year first set forth above.
BROOKTROUT, INC.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Vice President, Finance and Operations
INTERSPEED, INC.
By: /s/ XXXXXXX X. IDE
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Xxxxxxx X. Ide
President
