ETOYS INC.
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
This Second Amended and Restated Right of First Refusal and Co-Sale
Agreement (the "AGREEMENT") is made and entered into as of the 24th day of
March, 1999, by and among idealab!, a Delaware corporation ("IDEALAB!"),
Xxxxxx X. Xxxx ("XXXX") and Xxxxx X. Xxx ("HAN") (idealab!, Xxxx and Han
collectively the "FOUNDERS" and individually , the "FOUNDER"), eToys Inc., a
Delaware corporation (the "COMPANY"), the prior investors listed on EXHIBIT A
hereto (the "PRIOR INVESTORS") and the new investors listed on EXHIBIT B
hereto (the "NEW INVESTORS"). The Prior Investors and the New Investors are
referred to herein collectively as the "INVESTORS" and each individually as
an "INVESTOR".
RECITALS
The Company, the Founders and the Existing Investors entered into an
Amended and Restated Right of First Refusal and Co-Sale Agreement on June 4,
1998, as amended on June 17, 1998 (the "EXISTING AGREEMENT.")
The Company and the New Investors have entered into a Series C Preferred
Stock Purchase Agreement (the "PURCHASE AGREEMENT") of even date herewith,
pursuant to which the Company desires to sell to the New Investors and the
New Investors desire to purchase from the Company shares of the Company's
Series C Preferred Stock. A condition to the New Investors' obligations
under the Purchase Agreement is that the Company, the Founders and the Prior
Investors amend and restate the Existing Agreement in the manner set forth in
this Agreement in order to provide the New Investors with the opportunity to
purchase and/or participate, upon the terms and conditions set forth in this
Agreement, in subsequent sales by any Founder's of shares of the Company's
capital stock. The Company, the Prior Investors and the Founders each desire
to induce the New Investors to purchase shares of Series C Preferred Stock
pursuant to the Purchase Agreement by agreeing to the terms and conditions
set forth herein.
AGREEMENT
The Company, the Prior Investors, the New Investors and the Founders hereby
agree as follows:
1. SALES BY FOUNDERS.
(a) NOTICE OF SALES; ASSIGNMENT OF COMPANY RIGHT OF FIRST REFUSAL.
(i) Should any Founder propose to accept one or more bona
fide offers (collectively, a "PURCHASE OFFER") from any persons to purchase
shares of the Company's capital stock (or securities exercisable into the
Company's capital stock) now or hereafter owned (the "SHARES") by such
Founder (other than as set forth in Section 1(e) below), such Founder shall
promptly deliver a notice (the "NOTICE") to the Company and each Investor
stating the terms and conditions of such Purchase Offer including, without
limitation, the number of Shares, the nature of such sale or transfer, the
consideration to be paid, and the name and address of each prospective
purchaser or transferee.
(ii) The Company agrees that in the event that the Company
declines to exercise in full the Right of First Refusal set forth in Section
3 of the Restricted Stock Purchase Agreement (or Section 5 of the Stock and
Note Purchase Agreement in the case of idealab!) between such Founder and the
Company (the "RIGHT OF FIRST REFUSAL"), the Company will provide each
Investor with notice of such determination at least thirty (30) days prior to
the end of the period in which the Right of First Refusal expires under such
Restricted Stock Purchase Agreement or Stock and Note Purchase Agreement.
Each Investor shall then have the right, exercisable by notice prior to the
end of such period, to exercise such Right of First Refusal as the Company's
assignee on a pro rata basis (based upon the number of Conversion Shares (as
defined below) held by such Investor relative to the aggregate number of
Conversion Shares held by all Investors); provided that if fewer than all
Investors elect to participate, the Shares that would otherwise be allocated
to non-participating Investors shall be allocated to each participating
Investor so that each participating Investor is entitled to purchase at least
such Investor's pro rata portion of such unallocated Shares (based upon the
number of Conversion Shares held by all participating Investors) or such
different number of shares as the participating Investors shall mutually
agree. In the event the Purchase Offer provides for consideration other than
cash, in lieu of such consideration, the Company and the Investors, may make
payment in cash in an amount equal to the full market value of such
consideration. Upon expiration or exercise of the Right of First Refusal,
the Company will provide notice to all Investors as to whether or not the
Right of First Refusal has been exercised by the Company or the Investors.
(b) CO-SALE RIGHT. To the extent that the Right of First Refusal
is not exercised by the Company or the Investors, each Investor shall have
the right (the "CO-SALE RIGHT"), exercisable upon written notice to the
Company within fifteen (15) business days after the expiration of the Right
of First Refusal to participate in such Founder's sale of Shares pursuant to
the specified terms and conditions of such Purchase Offer. To the extent an
Investor exercises such Co-Sale Right in accordance with the terms and
conditions set forth below, the number of Shares which such Founder may sell
pursuant to such Purchase Offer shall be correspondingly reduced. The
Co-Sale Right of each Investor shall be subject to the following terms and
conditions:
(i) CALCULATION OF SHARES. Each Investor may sell all or any
part of that number of shares of Common Stock of the Company issued or
issuable upon conversion of Series A, Series B and/or Series C Preferred
Stock or Common Stock received in connection with any stock dividend, stock
split or other reclassification thereof (the "CONVERSION SHARES") equal to
the product obtained by multiplying (A) the aggregate number of shares of
Common Stock covered by the Purchase Offer by (B) a fraction, the numerator
of which is the number of Conversion Shares at the time owned by such
Investor and the denominator of which is the combined number of Conversion
Shares at the time owned by all Investors and all Founders participating in
such sale. The provisions of this Agreement do not confer any Co-Sale rights
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with respect to any shares of Common Stock or other securities held by an
Investor that are not Conversion Shares. An Investor who chooses to exercise
the Co-Sale Right hereunder may designate as sellers under such right itself
or its partners or affiliates, in such proportions as it deems appropriate.
(ii) DELIVERY OF CERTIFICATES. Each Investor may effect its
participation in the sale by delivering to the selling Founder for transfer
to the purchase offeror one or more certificates, properly endorsed for
transfer, which represent the Conversion Shares, which such Investor elects
to sell.
(c) TRANSFER. The stock certificate or certificates which the
Investor delivers to the selling Founder pursuant to Section 1(b) shall be
delivered by such Founder to the purchase offeror in consummation of the sale
pursuant to the terms and conditions specified in the Notice, and such
Founder shall promptly thereafter remit to such Investor that portion of the
sale proceeds to which such Investor is entitled by reason of its
participation in such sale. To the extent that any prospective purchaser or
purchasers prohibits such assignment or otherwise refuses to purchase
Conversion Shares from an Investor exercising its Co-Sale Right hereunder,
the selling Founder or Founders shall not sell to such prospective purchaser
or purchasers any Shares unless and until, simultaneously with such sale, the
selling Founder or Founders shall purchase such Conversion Shares from such
Investor for the same consideration and on the same terms and conditions as
the proposed transfer described in the Notice (which terms and conditions
shall be no less favorable than those governing the sale to the purchaser by
the Founder or Founders).
(d) NO ADVERSE EFFECT. The exercise or non-exercise of the rights
of the Investors hereunder to participate in one or more sales of Shares made
by a Founder shall not adversely affect their rights to participate in
subsequent sales of Shares by a Founder.
(e) PERMITTED TRANSACTIONS. The provisions of Section 1 of this
Agreement shall not pertain or apply to:
(i) Any pledge of the Company's Common Stock made by a
Founder pursuant to a bona fide loan transaction which creates a mere
security interest;
(ii) Any repurchase of Common Stock by the Company;
(iii) Any transfer to a Founder's ancestors, descendants
or spouse or to a trust for their benefit by gift or inheritance;
(iv) any sale or transfer (including any bona fide gift) by a
Founder of up to 5% of the total number of shares of Common Stock held by such
Founder on the date of this Agreement.
PROVIDED, that (A) the Founder(s) shall inform the Company of such pledge,
transfer or gift prior to effecting it, and (B) the pledgee, transferee or
donee (collectively, the "PERMITTED
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TRANSFEREES") shall furnish the Company with a written agreement to be bound
by and comply with all provisions of this Agreement applicable to the
Founders.
2. PROHIBITED TRANSFERS. Any attempt by a Founder to transfer Shares in
violation of Section 1 of this Agreement shall be void and the Company agrees it
will not effect such a transfer nor will it treat any alleged transferee as the
holder of such shares without the written consent of the holders of 66-2/3% of
the Conversion Shares.
3. LEGENDED CERTIFICATES. Each certificate representing shares of the
Common Stock of the Company now or hereafter owned by the Founders or issued
to any Permitted Transferee pursuant to Section 1(e) shall be endorsed with
the following legend:
"THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND
BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF COMMON
AND PREFERRED STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY
BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION."
The foregoing legend shall be removed upon termination of this Agreement in
accordance with the provisions of Section 4(a).
4. MISCELLANEOUS PROVISIONS.
(a) TERMINATION. This Agreement shall terminate upon the earliest
to occur of any one of the following events (and shall not apply to any
transfer by a Founder in connection with any such event):
(i) The liquidation, dissolution or indefinite cessation of
the business operations of the Company;
(ii) The execution by the Company of a general assignment for
the benefit of creditors or the appointment of a receiver or trustee to take
possession of the property and assets of the Company;
(iii) The closing of the Company's initial public offering
of securities; PROVIDED that all shares of the Company's Series A, Series B
and/or Series C Preferred Stock are converted into shares of Common Stock
prior to or in connection with such offering; or
(iv) The closing of any acquisition, merger, reorganization or
other transaction which results in the stockholders of the Company
immediately prior to such transaction owning less than 50% of the Company's
voting stock immediately after such transaction.
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(b) NOTICES. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient on the date of delivery,
when delivered personally or by overnight courier or sent by telegram or fax,
or forty-eight (48) hours after being deposited in the U.S. mail, as
certified or registered mail, with postage prepaid, and addressed to the
party to be notified at such party's address or fax number as set forth below
or on EXHIBIT A hereto, or as subsequently modified by written notice.
(c) SUCCESSORS AND ASSIGNS. 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.
The rights of the Investors hereunder shall be assignable only (i) by each of
such Investors to any other Investor or (ii) an assignee or transferee who
acquires not less than 500,000 shares of the Company's Common Stock (as
adjusted for stock splits, stock dividends and the like, and assuming
conversion of all Series A, Series B and/or Series C Preferred Stock held by
such Investor) or all of such Investor's shares, if less; PROVIDED that such
limitation shall not apply to transfers by an Investor to constituent
stockholders, constituent partners or retired constituent partners or members
(including any constituent of a constituent) of the Investor (including
spouses and ancestors, lineal descendants and siblings of such partners or
members or spouses who acquire the Series A, Series B and/or Series C
Preferred Stock or Common Stock issued upon conversion thereof) if all such
transferees or assignees irrevocably agree in writing to appoint a single
representative as their attorney in fact for the purpose of receiving any
notices and exercising their rights under this Agreement.
(d) SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be enforceable
in accordance with its terms.
(e) MODIFICATIONS AND AMENDMENTS. Any term hereof may be amended
or waived with the written consent of the Company, Investors holding at
least 66-2/3% the Series A, Series B and Series C Preferred Stock and holders
of 66-2/3% of the Founders' shares (or their respective successors and
assigns) voting together as a class. Any amendment or waiver effected in
accordance with this Section 4(e) shall be binding upon the Company, the
holders of Series A, Series B and Series C Preferred Stock and any holder of
Founders' Shares, and each of their respective successors and assigns.
(f) ATTORNEY'S FEES. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of any of the
Agreements, the prevailing party shall be entitled to reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to
which such party may be entitled.
(g) GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and
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interpreted in accordance with the laws of the State of California, without
giving effect to principles of conflicts of law.
(h) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(i) ENTIRE AGREEMENT. This Agreement, and the documents referred
to herein constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof, and any and all other written or
oral agreements existing between the parties hereto are expressly canceled.
[Signature Page Follows]
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The parties have executed this Agreement as of the date first written
above.
COMPANY:
eTOYS INC.
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
President and Chief Executive officer
Address: 0000 Xxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTORS:
DYNAFUND LP
By: /s/ Xxxxx R.S. Ko
--------------------------------------
Name: Xxxxx R.S. Ko
-------------------------------------
(print)
Title: General Partner
------------------------------------
Address: 00000 Xxxxxxxxx Xxxx., Xxxxx 000
---------------------------------
Xxxxxxxx, XX. 00000
---------------------------------
Fax: (000) 000-0000
---------------------------------
DYNAFUND INTERNATIONAL LP
By:/s/ Xxxxx R.S. Ko
--------------------------------------
Name: Xxxxx R.S. Ko
-------------------------------------
(print)
Title: General Partner
------------------------------------
Address: 00000 Xxxxxxxxx Xxxx., Xxxxx 000
---------------------------------
Xxxxxxxx, XX. 00000
---------------------------------
Fax: (000) 000-0000
---------------------------------
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTOR:
INTEL CORPORATION
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxx
----------------------------------
(print)
Title: V.P. and Treasurer
---------------------------------
Address: 0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, XX 00000
Attn: Treasurer
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTORS:
XXXXX GLOBAL INVESTMENTS, LTD.
By: Xxxxx Capital Management, Inc.
Its: Trading Advisor
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
------------------------------------------
(print)
Title: Director of Operations
------------------------------------------
Address: c/o Citco Fund Services (Bahamas), Ltd.
Bahamas Financial Center
Charlotte & Xxxxxxx Street
P.O. Box CB 13136
Nassau, Bahamas
Fax:
----------------------------------------
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
------------------------------------------
(print)
Title: Director of Operations
------------------------------------------
REMINGTON INVESTMENTS STRATEGIES, L.P.
By: Xxxxx Capital Advisors, L.L.C.
Its: General Partner
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
------------------------------------------
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTORS:
MULTI-STRATEGIES FUND, L.P.
By: Xxxxx Capital Advisors, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
------------------------------------------
(print)
Title: Director of Operations
------------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
--------------------------------------------
MULTI-STRATEGIES FUND LTD.
By: Xxxxx Capital Management, Inc.
Its: Trading Advisor
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
------------------------------------------
(print)
Title: Director of Operations
------------------------------------------
Address: c/o Citco Fund Services (Bahamas), Ltd.
Bahamas Financial Center
Charlotte & Xxxxxxx Xxxxxx
X.X. Xxx XX 00000
Xxxxxx, Bahamas
Fax:
--------------------------------------------
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTORS:
HIGHLAND CAPITAL PARTNERS III LIMITED PARTNERSHIP
By: Highland Management Partners III
Limited Partnership, its General Partner
By: /s/ Xxxxxx X. Nova
--------------------------------------------
Name: Xxxxxx X. Nova
------------------------------------------
(print)
Title: Member
------------------------------------------
Address: c/o Highland Capital Partners
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
HIGHLAND ENTREPRENEURS' FUND III LIMITED
PARTNERSHIP
By: HEF III, LLC, its General Partner
By: /s/ Xxxxxx X. Nova
--------------------------------------------
Name: Xxxxxx X. Nova
------------------------------------------
(print)
Title: Member
------------------------------------------
Address: c/o Highland Capital Partners
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTORS:
HIGHLAND CAPITAL PARTNERS IV LIMITED PARTNERSHIP
By:
By: /s/ Xxxxxx X. Nova
--------------------------------------------
Name: Xxxxxx X. Nova
------------------------------------------
(print)
Title: Member
------------------------------------------
Address: c/o Highland Capital Partners
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
HIGHLAND ENTREPRENEURS' FUND IV LIMITED
PARTNERSHIP
By:
By: /s/ Xxxxxx X. Nova
--------------------------------------------
Name: Xxxxxx X. Nova
------------------------------------------
(print)
Title: Member
------------------------------------------
Address: c/o Highland Capital Partners
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTORS:
idealab! CAPITAL PARTNERS I-A, LP
By its General Partner,
idealab! Capital Management I, LLC
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Xxxxxxx Xxxxx
Managing Member
Address: c/o idealab! Capital Partners
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
idealab! CAPITAL PARTNERS I-B, LP
By its General Partner,
idealab! Capital Management I, LLC
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Xxxxxxx Xxxxx
Managing Member
Address: c/o idealab! Capital Partners
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTORS:
BESSEMER VENTURE PARTNERS IV L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
Address: 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
BESSEMER VENTURE INVESTORS L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
Address: 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
BESSEC VENTURES IV L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
Address: 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
INVESTORS:
SEQUOIA CAPITAL VIII
SEQUOIA INTERNATIONAL
TECHNOLOGY PARTNERS VIII
SEQUOIA INTERNATIONAL
TECHNOLOGY PARTNERS VIII (Q)
CMS PARTNERS LLC
SEQUOIA 1997
SEQUOIA FRANCHISE CAPITAL FUND
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------------
(print)
Title:
------------------------------------
Address: 0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
FOUNDERS:
Xxxx Xxxxx'
idealab!, a Delaware corporation
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
-----------------------------------
(print)
Title:
---------------------------------
Address: 000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
/s/ Xxxxxx X. Xxxx
----------------------------------------
Xxxxxx X. Xxxx
Address: 0000 Xxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000
/s/ Xxxxx X. Xxx
----------------------------------------
Xxxxx X. Xxx
Address: 0000 Xxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC. SECOND
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
EXHIBIT A
PRIOR INVESTORS
DynaFund International LP
DynaFund LP
Intel Corporation
idealab! Capital Partners I-A, L.P.
Xxxxx X. Xxxxx
Highland Capital Partners III Limited Partnership
Highland Entrepreneurs' Fund III Limited Partnership
idealab! Capital Partners I-A, LP
idealab! Capital Partners I-B, LP
Bessemer Venture Partners IV L.P.
Bessemer Venture Investors X.X.
Xxxxxx Ventures IV L.P.
DynaFund International LP
DynaFund XX
Xxxxx Global Investments, Ltd.
Remington Investment Strategies, L.P.
Multi Strategies Fund, L.P.
Multi-Strategies Fund Ltd.
Sequoia Capital VIII
Sequoia International Technology Partners VIII
Sequoia International Technology Partners VIII (Q)
CMS
Sequoia 1997
VLG Investments 1998
Xxxx X. Xxx Xxxxxx
EXHIBIT B
NEW INVESTORS
Highland Capital Partners IV Limited Partnership
Highland Entrepreneurs' Fund IV Limited Partnership
Sequoia Capital Franchise Fund
