EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT dated as of November 22,
1999, among LYCOS, INC., a Delaware corporation ("Parent"),
and the Stockholders as defined herein.
W I T N E S S E T H:
WHEREAS Parent, Barbados Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of Parent ("Sub"), and Xxxxxxxxxx.xxx, Inc., a
Delaware corporation (the "Company"), propose to enter into an Agreement and
Plan of Merger of even date herewith (as the same may be amended or
supplemented, the "Merger Agreement") providing for the merger of Sub with and
into the Company (the "Merger") upon the terms and subject to the conditions set
forth in the Merger Agreement;
WHEREAS in order to induce the Stockholders to consent to, and in
consideration of their consenting to, the Merger Agreement, Parent has agreed to
provide the Stockholders with the registration rights set forth in this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and in consideration
of the premises and the representa tions, warranties and agreements contained
herein, the parties agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1. Definitions. Each term used but not defined herein shall
have the meaning assigned to it in the Merger Agreement. In addition, the
following terms, as used herein, shall have the following meanings:
"Disadvantageous Condition" has the meaning assigned thereto in
Section 2.02.
"Registrable Securities" means the shares of Parent Common Stock
issued pursuant to the Merger. As to any particular Registrable Securities, such
Registrable Securities shall cease to be Registrable Securities as soon as (i)
such Registrable Securities have been sold or otherwise disposed of pursuant to
a registration statement that was filed with the SEC in accordance with this
Agreement and declared effective under the Securities Act, (ii) such Registrable
Securities shall have been otherwise sold, transferred or disposed of by a
Stockholder to any person that is not a Stockholder or (iii) such Registrable
Securities shall have ceased to be outstanding.
"Registration Expenses" means any and all expenses incident to
performance of or compliance with any registration of securities pursuant to
Article 2, including, without limitation, (i) the fees, disbursements and
expenses of Parent's counsel and accountants in connection with this Agreement
and the performance of Parent's obligations hereunder; (ii) all expenses,
including filing fees, in connection with the preparation, printing and filing
of the Registration Statement hereunder (including any amendments thereto);
(iii) the filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
securities to be disposed of; (iv) all security engraving and security printing
expenses; (v) all fees and expenses payable in connection with the listing of
the Registrable Securities on any securities exchange or automated interdealer
quotation system on which the Parent Common Stock is then listed; and (vi) all
reasonable fees and expenses of one legal counsel for the Stockholders, which
legal counsel shall be selected by Stockholders owning a majority of the
Registrable Securities.
"Section 2.02 Period" has the meaning assigned thereto in Section
2.02.
"Section 2.04(c) Period" has the meaning assigned thereto in Section
2.04(c).
"Seller" means each Person listed on Schedule I hereto.
"Selling Stockholder" means any Stockholder who sells Registrable
Securities pursuant to a public offering registered hereunder.
"Stockholder" means a person who owns Registrable Securities and is:
(i) a Seller; or
(ii) a person that (A) has agreed to be bound by the terms of this
Agreement as if such person were a Seller and (B) is (1) a transferee of
Registrable Securities from a Stockholder, (2) upon the death of any
Seller, the executor of the estate of such Seller or such Seller's heirs,
devisees, legatees or assigns,
or (3) upon the disability of any Seller, any guardian or conservator of
such Seller.
SECTION 1.02. Internal References. Unless the context indicates
otherwise, references to Articles, Sections and paragraphs shall refer to the
corresponding articles, sections and paragraphs in this Agreement, and
references to the parties shall mean the parties to this Agreement.
ARTICLE 2
REGISTRATION RIGHTS
SECTION 2.01. Shelf Registration. (a) Parent shall use its reasonable
efforts promptly to file (but in any event within 30 days after the Closing
Date) with the SEC, and thereafter use its reasonable efforts to cause to be
declared effective, a shelf registration statement in an appropriate form under
the Securities Act relating to the offer and sale of the Registrable Securities
by the Stockholders from time to time in accordance with the methods of
distribution set forth in such shelf registration statement (hereafter, the
"Registration Statement").
(b) Parent shall use its reasonable efforts to keep the Registration
Statement continuously effective in order to permit the prospectus forming a
part thereof to be used by the Stockholders for a period (the "Effective
Period") ending on date that is one year after the date on which Parent reports
earnings for a period of not less than 30 days after the Effective Time.
SECTION 2.02. Certain Delay Rights. Notwithstanding any other
provision of this Agreement to the contrary, if at any time while a Registration
Statement is effective Parent provides written notice to each Stockholder that
in Parent's good faith judgment it would be materially disadvantageous to Parent
(because the sale of Registrable Securities covered by such Registration
Statement or the disclosure of information therein or in any related prospectus
or prospectus supplement would materially interfere with any acquisition,
business combination, financing or other similar transaction or event in
connection with which a registration of securities under the Securities Act for
the account of Parent is then intended or the public disclosure of which at the
time would be prejudicial to Parent (a "Disadvantageous Condition")) for sales
of Registrable Securities thereunder to then be permitted, Parent may refrain
from maintaining current the prospectus contained in the Registration Statement
until such Disadvantageous Condition no longer exists (notice of which Parent
shall promptly deliver to each Stockholder).
Furthermore, notwithstanding anything else contained in this Agreement, with
respect to any Registration Statement filed, or to be filed, pursuant to Section
2.01, if Parent provides notice to each Stockholder that in Parent's good faith
judgment it would be materially disadvantageous to Parent (because of a
Disadvantageous Condition) for such a Registration Statement to be maintained
effective, or to be filed or to become effective, Parent shall be entitled to
cause such Registration Statement to be withdrawn or the effectiveness of such
registration statement to be terminated, or, in the event no registration
statement has yet been filed, shall be entitled not to file any such
registration statement, until such Disadvantageous Condition no longer exists
(notice of which Parent shall promptly deliver to each Stockholder). With
respect to each Stockholder, upon the receipt by such Stockholder of any such
notice of a Disadvantageous Condition, such Stockholder shall forthwith
discontinue use of the prospectus and any prospectus supplement under such
Registration Statement and shall suspend sales of Registrable Securities under
any Registration Statement until such Disadvantageous Condition no longer exists
and, if so directed by Parent by notice as described above, such Stockholder
will deliver to Parent all copies, other than permanent file copies then in such
Stockholder's possession, of the prospectus and prospectus supplements then
covering such Registrable Securities at the time of receipt of such notice.
Notwithstanding anything else contained in this Agreement, Parent's right under
Section 2.02 to delay the filing or the effectiveness of the Registration
Statement and to refrain from keeping the prospectus current, and the
Stockholders' obligation to discontinue use of the prospectus or any prospectus
supplement, shall be limited to a total of 90 days pursuant to this Section 2.02
or Section 2.04(c). The time period during which any registration statement
under Section 2.01 must be maintained effective pursuant to Section 2.01(b)
shall be extended by the number of days in any delay period imposed pursuant to
this Section 2.02 (a "Section 2.02 Period").
SECTION 2.03. Expenses. Except as provided herein, Parent shall pay
all Registration Expenses with respect to each registration hereunder.
Notwithstanding the foregoing, (i) each Stockholder and Parent shall be
responsible for its own internal administrative and similar costs, which shall
not constitute Registration Expenses, (ii) each Stockholder shall be responsible
for the legal fees and expenses of its own counsel (except as provided in clause
(vi) of the definition of Registration Expenses) and (iii) each Stockholder
shall be responsible for all underwriting discount and commissions, selling or
placement agent or broker fees and commissions, and transfer taxes, if
any, in connection with the sale of securities by such Stockholder.
SECTION 2.04. Registration and Qualification. In connection with the
registration of any Registrable Securities under the Securities Act as provided
in Section 2.01, Parent shall as promptly as practicable (but subject to the
provisions of Section 2.01):
(a) prepare and file with the SEC such amendments and supplements to
the Registration Statement and the prospectus used in connection therewith as
may be necessary to keep the Registration Statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all the
Registrable Securities until the earlier of (A) such time as all Registrable
Securities proposed to be sold therein have been disposed of in accordance with
the intended methods of disposition set forth in such registration statement and
(B) the expiration of the Effective Period, provided that any such period shall
be extended by the number of days in any Section 2.02 Period and/or Section
2.04(d) Period applicable to such registration;
(b) furnish to the Stockholders such number of conformed copies of the
Registration Statement and of each such amendment and supplement thereto (in
each case including all exhibits), such number of copies of the prospectus
included in the Registration Statement (including each preliminary prospectus),
in conformity with the requirements of the Securities Act, and such documents
incorporated by reference in such Registration Statement or prospectus, as the
Stockholders may reasonably request;
(c) promptly notify the Stockholders in writing (i) at any time when a
prospectus relating to the registration pursuant to Section 2.01 is required to
be delivered under the Securities 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 any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and (ii) of any request by the SEC or any other regulatory body or
other body having jurisdiction for any amendment of or supplement to the
Registration Statement or other document relating to such offering, and in
either such case, at the request of the Stockholders prepare and furnish to the
Stockholders a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading (the number of days from
(x) the date the written notice contemplated by this paragraph (c) is given by
Parent to (y) the date on which Parent delivers to the Stockholders the
supplement or amendment contemplated by this paragraph (c), is referred to
herein as a "Section 2.04(c) Period");
(d) use its commercially reasonable efforts to list all such
Registrable Securities covered by such registration on each securities exchange
and automated inter-dealer quotation system on which the Parent Common Stock is
then listed;
(e) furnish for delivery in connection with the closing of any
offering of Registrable Securities pursuant to a registration effected pursuant
to Section 2.01 unlegended certificates representing ownership of the
Registrable Securities being sold in such denominations as shall be requested by
the Selling Stockholders.
Each Stockholder agrees that it shall furnish to Parent such
information regarding such Stockholder, the Registrable Securities held by it
and the distribution proposed by such Stockholder as Parent may request in
writing to the extent such information is required in connection with any
registration, qualification or compliance referred to in this Agreement.
Each Stockholder agrees that, subject to the 90 day period described
in Section 2.02, and upon receipt of any notice from Parent of the happening of
any event of the kind described in Section 2.02(c), such Stockholder will
forthwith discontinue use of the prospectus and any prospectus supplement under
the Registration Statement and shall suspend sales of Registrable Securities
pursuant to any Registration Statement until such Stockholder receives copies of
the supplement to or amendments of such registration statement or contemplated
by Section 2.02(c), and, if so directed by Parent, such Stockholder will deliver
to Parent all copies, other than permanent file copies then in such
Stockholder's possession, of the prospectus and the prospectus supplements then
covering such Registrable Securities at the time of receipt of such notice.
SECTION 2.05. Indemnification and Contribution. (a) Parent agrees to
indemnify and hold harmless each Selling Stockholder and each person, if any,
who controls each Selling Stockholder within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims,
damages, liabilities and expenses (including, without limitation, reasonable
attorneys' fees, disbursements and expenses) incurred by such party pursuant to
any actual or threatened action, suit, proceeding or investigation arising out
of or based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or any amendment thereof, any
preliminary prospectus or prospectus (as amended or supplemented if Parent shall
have furnished any amendment or supplements thereto) relating to the Registrable
Securities, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses arise out of or are based upon any such untrue
statement or omission or alleged untrue statement or omission based upon and in
conformity with information furnished in writing to Parent by a Selling
Stockholder expressly for use therein.
(b) Each Selling Stockholder agrees to indemnify and hold harmless
Parent, its directors, the officers who sign any registration statement and each
person, if any who controls Parent within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages, liabilities and expenses incurred by such party
pursuant to any actual or threatened action, suit or proceeding or investigation
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any registration statement or any amendment
thereof, any preliminary prospectus or prospectus (as amended or supplemented if
Parent shall have furnished any amendments or supplements thereto) relating to
the Registrable Securities, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only if such
untrue statement or omission or alleged untrue statement or omission was made in
reliance upon, and in conformity with, information furnished in writing to
Parent by such Selling Stockholder to Parent (or any representative thereof)
expressly for use in a registration statement, prospectus or any amendments or
supplements thereto.
(c) Each party indemnified under paragraph (a) or (b) above shall,
promptly after receipt of notice of a claim or action against such indemnified
party in respect of which indemnity may be sought hereunder, notify the
indemnifying party in writing of the claim or action; provided that the failure
to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party on account of the indemnity agreement contained
in
paragraph (a) or (b) above except to the extent that the indemnifying party was
actually prejudiced by such failure, and in no event shall such failure relieve
the indemnifying party from any other liability that it may have to such
indemnified party. If any such claim or action shall be brought against an
indemnified party, and it shall have notified the indemnifying party thereof,
unless based on the written advice of counsel to such indemnified party a
conflict of interest between such indemnified party and indemnifying parties may
exist in respect of such claim, the indemnifying party shall be entitled to
participate therein, and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof. After
notice from the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 2.05 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof. Any indemnifying party against whom indemnity may be sought
under this Section 2.05 shall not be liable to indemnify an indemnified party if
such indemnified party settles such claim or action without the consent of the
indemnifying party. The indemnifying party may not agree to any settlement of
any such claim or action, other than solely for monetary damages for which the
indemnifying party shall be responsible hereunder, the result of which any
remedy or relief shall be applied to or against the indemnified party, without
the prior written consent of the indemnified party, which consent shall not be
unreasonably withheld. In any action hereunder as to which the indemnifying
party has assumed the defense thereof, the indemnified party shall continue to
be entitled to participate in the defense thereof, with counsel of its own
choice, but the indemnifying party shall not be obligated hereunder to reimburse
the indemnified party for the costs thereof.
(d) If the indemnification provided for in this Section 2.05 shall for
any reason be unavailable (other than in accordance with its terms) to an
indemnified party in respect of any loss, liability, cost, claim or damage
referred to therein, then each indemnifying party shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, cost, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party
or parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of Parent on the
one hand and a Selling Stockholder on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by Parent or such Selling
Stockholder and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by an indemnified party as a result of the loss, cost, claim,
damage, liability or expense, or action in respect thereof referred to above in
this paragraph (d) shall be deemed to include, for purposes of this paragraph
(d), any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim. Parent
and the Selling Stockholders agree that it would not be just and equitable if
contribution pursuant to this Section 2.05 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this paragraph. Notwithstanding any
other provision of this Section 2.05, no Selling Stockholder shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities of such Selling Stockholder were offered to the
public exceeds the amount of any damages which such Selling Stockholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
(e) The obligations of the parties under this Section 2.05 shall be in
addition to any liability which any party may otherwise have to any other party.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Representations and Warranties of the Stockholders. Each
Stockholder represents and warrants, severally and not jointly, that:
(a) it is an "accredited investor" (as defined in Rule 501(a)(1), (2),
(3), (5), (6), (7) or (8) under the Securities Act);
(b) it is acquiring the Registrable Securities not with a view to, or
for offer or sale in connection with, any distribution in violation of the
Securities Act;
(c) it has such knowledge and experience in financial and business
matters as to be capable of
evaluating the merits and risks of its investment in the Registrable Securities,
and it is able to bear the common risk of its investment; and
(d) it understands that the Registrable Securities issued in the
Merger have not been registered under the Securities Act and, unless so
registered or sold in a transaction exempt for the registration requirements of
Securities Act, may not be sold and that such shares of Parent Common Stock will
bear a legend to such effect.
ARTICLE 4
MISCELLANEOUS
SECTION 4.01. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
SECTION 4.02. Assignment. No party may assign any of its rights or
obligations hereunder by operation of law or otherwise without the prior written
consent of the other parties; provided, however, that a Stockholder may transfer
its rights under this Agreement in connection with the transfer of Registrable
Securities to any other person who agrees in writing to become a Stockholder
hereunder.
SECTION 4.03. Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by Parent
and Stockholders representing a majority of the Registrable Securities then held
by all Stockholders.
SECTION 4.04. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly received if given) by hand delivery or telecopy, or
by any courier service, providing proof of delivery. All communications
hereunder shall be delivered to the respective parties at the address or
telecopy number set forth on the signature pages hereto.
SECTION 4.05. Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality
or unenforceability will not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.
SECTION 4.06. No Waiver. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
SECTION 4.07. No Third Party Beneficiaries. Except for the provisions
of Section 2.05, this Agreement is not intended to be for the benefit of, and
shall not be enforceable by, any Person who or which is not a Stockholder or a
party hereto.
SECTION 4.08. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
SECTION 4.09. Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in any Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit itself to the personal jurisdiction
of any Federal court located in the State of Delaware or any Delaware state
court in the event any dispute arises out of this Agreement, (ii) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that it will not bring any
action relating to this Agreement in any court other than any Federal court
sitting in the State of Delaware or any Delaware state court and (iv) waives any
right to trial by jury with respect to any claim or proceeding related to or
arising out of this Agreement or any transaction contemplated hereby.
SECTION 4.10. Descriptive Headings. All descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
SECTION 4.11. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, Parent and the Stockholders have caused this
Agreement to be duly executed as of the day and year first above written.
LYCOS, INC.,
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title:Chief Operating Officer,
Chief Financial Officer
STOCKHOLDERS
/s/Xxxxx Xxxxxxxx
------------------------------
Xxxxx Xxxxxxxx
/s/Xxxxxx Xxxxxxxxx
------------------------------
Xxxxxx Xxxxxxxxx
/s/Xxxxxx X. Xxxx
------------------------------
Xxxxxx X. Xxxx
/s/Xxxxxx Xxxxxxx
------------------------------
Xxxxxx Xxxxxxx
/s/Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx
XXXXXX X. XXXX IRREVOCABLE
GENERATION-SKIPPING TRUST
By:
/s/Xxxxxx X. Xxxx
---------------------------
Name: Xxxxxx X. Xxxx
Title: Trustee
CHASE VENTURE CAPITAL ASSOCIATES,
L.P.
By: CHASE CAPITAL PARTNERS,
Its General Partner
By:
/s/Xxxxxxx Xxxxxx
----------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Partner
THE FLATIRON FUND 1998/99, LLC
By:
/s/Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Member
FLATIRON ASSOCIATES, LLC
By:
/s/Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Member
SOFTBANK TECHNOLOGY VENTURES IV,
L.P.
By: STV IV, LLC
Its General Partner
By:
/s/Xxxxxxx X. Xxx
-------------------------
Name: Xxxxxxx X. Xxx
Title: Partner
SOFTBANK TECHNOLOGY ADVISORS
FUND, L.P.
By:
/s/Xxxxxxx X. Xxx
--------------------------------
Name: Xxxxxxx X. Xxx
Title: Partner
HIGHLAND CAPITAL PARTNERS IV
LIMITED PARTNERSHIP
By: HIGHLAND MANAGEMENT
PARTNERS IV LLC
Its General Partner
By:
/s/Xxxxxx Nova
------------------------------
Name: Xxxxxx Nova
Title: Managing General
Partner
HIGHLAND ENTREPRENEUR'S FUND IV
LIMITED PARTNERSHIP
By: HIGHLAND ENTREPRENEUR'S
FUND IV LLC
Its General Partner
By: /s/Xxxxxx Nova
------------------------------
Name: Xxxxxx Nova
Title: Managing General
Partner
GENERAL CATALYST, LLC
By: FC CAPITAL PARTNERS, LLC
Its General Partner
By:
/s/Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: CEO
GAMESVILLE INVESTORS, LLC
By: FC CAPITAL PARTNERS, LLC
Its General Partner
By:
/s/Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: CEO
THE CIT GROUP/EQUITY INVESTMENTS
INC.
By:
/s/Xxxx Xxxxxx Xxxx
------------------------------
Name: Xxxx Xxxxxx Veen
Title: Vice President
XXXXX X. XXXXXXX AS TRUSTEE OF THE
XXXXX X. XXXXXXX LIVING TRUST UNDER
DECLARATION OF TRUST DATED NOVEMBER
22, 1996
By:
/s/Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Trutee
SCHEDULE I
Sellers
