EXHIBIT 10.12
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT entered into this 10th day of October, 1995 by and among
MILCOM INTERNATIONAL, INC., a Delaware corporation, (the "Company"), the persons
named as Investors on Exhibit A hereto (the "Investors") and the persons named
as Stockholders on Exhibit B hereto (the "Stockholders").
R E C I T A L S
- - - - - - - -
A. The Investors hold shares of the Company's Series A Preferred Stock
and may hold shares of Common Stock of the Company upon conversion of such
Preferred Stock, or any other shares of Common Stock acquired by the Investors
(such Common Stock, the "Investor Shares"), $.0001 par value per share.
B. The Stockholders hold an aggregate of 5,924,100 shares of the
Company's Common Stock (the "Stockholder Shares"), $.0001 par value per share,
and pursuant to the terms of a Stock Purchase Agreement, dated the date hereof
("Purchase Agreement") have agreed to enter this Agreement.
C. The execution and delivery of this Agreement is a condition to the
obligation of the Investors to complete the Purchase Agreement and the Company
desires to grant registration rights to the Investors and the Stockholders.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the Investors, the Stockholders and the Company agree as
follows:
REGISTRATION
1. DEFINITIONS
As used herein:
1.1 The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act of 1933, and the declaration or ordering of
the effectiveness of such registration statement.
1.2 The term "Registrable Shares" means and includes the Investor Shares
and for purposes of Section 2.1 but not 2.2 or 2.3, the Stockholder Shares.
1.3 The term "Ownership Percentage" means and includes, with respect to
each holder of Registrable Shares requesting inclusion of Registrable Shares in
an offering pursuant to this Agreement, the number of Registrable Shares held by
such holder divided by the aggregate of (i) all Registrable Shares held by all
holders requesting registration in such offering and (ii) the total number of
all other securities entitled to registration pursuant to agreement with the
Company approved by the Board of Directors and held by others participating in
the underwriting.
1.4 The term "Securities Act" means the Securities Act of 1933, as
amended.
2. REGISTRATION RIGHTS
2.1 "PIGGY BACK" REGISTRATION. If at any time the Company shall determine
to register under the Securities Act (including pursuant to a demand of any
stockholder of the Company exercising registration rights) any of its Common
Stock (except shares to be issued solely in connection with any acquisition of
any entity or business, shares issuable solely upon exercise of stock options,
or shares issuable solely pursuant to employee benefit plans), it shall send to
each holder of Registrable Shares written notice of such determination and, if
within ten (10) days after receipt of such notice, such holder shall so request
in writing, the Company shall use its best efforts to include in such
registration statement all or any part of the Registrable Shares that such
holder requests to be registered, except that if, in connection with any
offering involving an underwriting of Common Stock to be issued by the Company,
the managing underwriter shall impose a limitation on the number of shares of
Common Stock included in any such registration statement because, in its
judgment, such limitation is necessary to effect an orderly public distribution,
and such limitation is imposed as provided herein among, first, the Company in
an offering pursuant to a demand of any stockholder of the Company exercising
registration rights and, then, the holders of such Common Stock having an
incidental ("piggy back") right to include such Common Stock in the registration
statement as provided below, then, to the extent any Registrable Shares remain
available for registration after the underwriter's cut-back (the "Available
Shares"), the Company shall be obligated to include in such registration
statement, with respect to the requesting holder, only the product of (i) the
number of Available Shares and (ii) such holder's Ownership Percentage, as that
term is defined in Section 1.3. Notwithstanding the foregoing, such a reduction
or cut-back shall be made by the underwriter with respect to the holders of
Common Stock having "piggy back" rights to include such Common Stock in the
registration statement, as follows: the underwriter shall first reduce or cut-
back a pro rata number of the Stockholder Shares based on Stockholders'
respective Ownership Percentages which the Stockholders have requested for
inclusion hereunder until such time as the Investors have registered and sold a
number of shares of Common Stock the gross proceeds from which is $5,000,000,
thereafter the Investors and the Stockholders shall be cut-back a pro rata
number of shares in which the numerator is the number of shares of Common Stock
held by such holder of Registerable Shares and the denominator of which is all
the Registrable Shares hereunder. If Investors have not sold $5,000,000 of
gross proceeds of shares in a registered offering and to the extent that after
the reduction of shares offered by the Stockholders in the preceding sentence,
the underwriter determines that further reductions are necessary to effect an
orderly public distribution, the underwriter shall reduce the number of Investor
Shares available for registration hereunder, to the extent necessary on a pro
rata basis. Notwithstanding the foregoing, no such reduction shall be made with
respect to securities being offered by the Company for its own account if the
offering is not pursuant to a demand of any stockholder of the Company
exercising registration rights or by holders of securities who have requested
the Company to register such securities pursuant to a mandatory registration
obligation of the Company under Section 2.2 hereof. If any holder of
Registrable Shares disapproves of the terms of such underwriting, he may elect
to withdraw therefrom by written notice to the Company and the underwriter. No
incidental right under this Section 2.1 shall be construed to limit any
registration required under Section 2.2.
2.2 REQUIRED REGISTRATION. On any two occasions following the earlier of
two years from the date hereof or after the Company has completed Any Public
Offering as defined in the Purchase Agreement, one or more holders of at least
fifty percent (50%) of the Registrable Shares
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shall notify the Company in writing that it or they intend to offer or cause to
be offered for public sale at least twenty-five percent (25%) of the Registrable
Shares, the Company will so notify all holders of Registrable Shares (including
the Stockholders). Upon written request of any holder given within thirty (30)
days after the receipt by such holder from the Company of such notification, the
Company will use its best efforts to cause all or any part of the Registrable
Shares that may be requested by any holder thereof (including the holder or
holders giving the initial notice of intent to offer) to be registered under the
Securities Act as expeditiously as possible. Notwithstanding anything contained
in this Section 2.2 or Section 2.3 to the contrary, if the Company furnishes to
the holders of Registrable Shares requesting any registration pursuant to such
sections a certificate signed by the President of the Company stating that, in
the good faith judgment of the Board of Directors of the Company, such
registration would be detrimental to the Company and that it is in the best
interests of the Company to defer the filing of a registration statement, then
the Company shall have the right to defer the filing of a registration statement
with respect to such offering for a period of not more than 120 days from
receipt by the Company of the request by the initiating holder; PROVIDED,
HOWEVER, that the Company may not exercise such right more than two times, nor
may the Company exercise such right consecutively.
2.3 REGISTRATION ON FORM S-3. In addition to the rights provided to the
holders of Registrable Shares in Section 2.1 and Section 2.2 above, if the
registration of Registrable Shares under the Securities Act can be effected on
Form S-3 (or any similar form promulgated by the Securities and Exchange
Commission), the Company will promptly so notify each holder of Registrable
Shares and then will at any time thereafter, until the fifth anniversary of the
Company's first Qualified Public Offering as expeditiously as possible, use its
best efforts to effect qualification and registration under the Securities Act
on said Form S-3 of all or such portion of the Registrable Shares as the holder
or holders shall specify. Notwithstanding the foregoing, the Company shall not
be required to register a number of Stockholder Shares or Investor Shares on
Form S-3, pursuant to this Section 2.3, which would be less than one percent
(1%) of the then outstanding shares of the Company's Common Stock.
2.4 EFFECTIVENESS. The Company will use its best efforts to maintain the
effectiveness for up to ninety (90) days of any registration statement pursuant
to Section 2.2 or Section 2.3 hereof and from time to time will amend or
supplement such registration statement and the prospectus contained therein as
and to the extent necessary to comply with the Securities Act and any applicable
state securities statute or regulation.
2.5 INDEMNIFICATION OF HOLDERS OF REGISTRABLE SHARES. In the event that
the Company registers any of the Registrable Shares under the Securities Act,
the Company will indemnify and hold harmless each holder and each underwriter of
the Registrable Shares so registered (including any broker or dealer through
whom such shares may be sold) and each person, if any, who controls such holder
or any such underwriter within the meaning of Section 15 of the Securities Act
from and against any and all losses, claims, damages, expenses or liabilities,
joint or several, to which they or any of them become subject under the
Securities Act or under any other statute or at common law or otherwise, and,
except as hereinafter provided, will reimburse each such holder, each such
underwriter and each such controlling person, if any, for any legal or other
expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions whether or not resulting in any
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement, in any
preliminary or amended preliminary prospectus
3
or in the prospectus (or the registration statement or prospectus as from time
to time amended or supplemented by the Company) or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein not
misleading or any violation by the Company of any rule or regulation promulgated
under the Securities Act applicable to the Company and relating to action or
inaction required of the Company in connection with such registration, unless
such untrue statement or omission was made in such registration statement,
preliminary or amended, preliminary prospectus or prospectus in reliance upon
and in conformity with information furnished in writing to the Company in
connection therewith by such holder of Registrable Shares, any such underwriter
or any such controlling person expressly for use therein; PROVIDED, HOWEVER,
that the Company's obligations hereunder shall be limited to an amount equal to
the proceeds received by the Company pursuant to such registration. Promptly
after receipt by any holder of Registrable Shares, any underwriter or any
controlling person of notice of the commencement of any action in respect of
which indemnity may be sought against the Company, such holder of Registrable
Shares, or such underwriter or such controlling person, as the case may be, will
notify the Company in writing of the commencement thereof, and, subject to the
provisions hereinafter stated, the Company shall assume the defense of such
action (including the employment of counsel, who shall be counsel reasonably
satisfactory to such holder of Registrable Shares, such underwriter or such
controlling person, as the case may be), and the payment of expenses insofar as
such action shall relate to any alleged liability in respect of which indemnity
may be sought against the Company. Such holder of Registrable Shares, any such
underwriter or any such controlling person shall have the right to employ
separate counsel in any such action and to participate in the defense thereof
but the fees and expenses of such counsel shall not be at the expense of the
Company unless the employment of such counsel has been specifically authorized
by the Company. The Company shall not be liable to indemnify any person for any
settlement of any such action effected without the Company's consent. The
Company shall not, except with the approval of each party being indemnified
under this Section 2.5, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to the parties being so indemnified of a release from
all liability in respect to such claim or litigation.
2.6 INDEMNIFICATION OF COMPANY. In the event that the Company registers
any of the Registrable Shares under the Securities Act, each holder of the
Registrable Shares so registered will indemnify and hold harmless the Company,
each of its directors, each of its officers who have signed the registration
statement, each underwriter of the Registrable Shares so registered (including
any broker or dealer through whom any of such shares may be sold) and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act from and against any and all losses, claims, damages, expenses or
liabilities, joint or several, to which they or any of them may become subject
under the Securities Act or under any other statute or at common law or
otherwise, and, except as hereinafter provided, will reimburse the Company and
each such director, officer, underwriter or controlling person for any legal or
other expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions whether or not resulting in any
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement, in any
preliminary or amended preliminary prospectus or in the prospectus (or the
registration statement or prospectus as from time to time amended or
supplemented) or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, but only insofar as any
such statement or omission was made in reliance upon and in
4
conformity with information furnished in writing to the Company in connection
therewith by such holder of Registrable Shares, expressly for use therein;
PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to
an amount equal to the proceeds to such holder of the Registrable Shares sold in
such registration. Promptly after receipt of notice of the commencement of any
action in respect of which indemnity may be sought against such holder of
Registrable Shares, the Company will notify such holder of Registrable Shares in
writing of the commencement thereof, and such holder of Registrable Shares
shall, subject to the provisions hereinafter stated, assume the defense of such
action (including the employment of counsel, who shall be counsel satisfactory
to the Company) and the payment of expenses insofar as such action shall relate
to the alleged liability in respect of which indemnity may be sought against
such holder of Registrable Shares. The Company and each such director, officer,
underwriter or controlling person shall have the right to employ separate
counsel in any such action and to participate in the defense thereof but the
fees and expenses of such counsel shall not be at the expense of such holder of
Registrable Shares unless employment of such counsel has been specifically
authorized by such holder of Registrable Shares. Notwithstanding the two
preceding sentences, if the action is one in which the Company may be obligated
to indemnify any holder of Registrable Shares pursuant to Section 2.5, the
Company shall have the right to assume the defense of such action, subject to
the right of such holders to participate therein as permitted by Section 2.5.
Such holder of Registrable Shares shall not be liable to indemnify any person
for any settlement of any such action effected without such holder's consent.
Such holder shall not, except with the approval of the Company, consent to entry
of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to the party
being so indemnified of a release from all liability in respect to such claim or
litigation.
2.7 EXCHANGE ACT REGISTRATION. The Company will use its best efforts to
file on a timely basis with the Securities and Exchange Commission all
information that the Commission may require under either of Section 13 or
Section 15(d) of the Exchange Act and, so long as it is required to file such
information, shall use its best efforts to take all action that may be required
as a condition to the availability of Rule 144 under the Securities Act (or any
successor exemptive rule hereinafter in effect) with respect to the Company's
Common Stock. The Company shall furnish to any holder of Registrable Shares
forthwith upon request (i) a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, (ii) a copy of the most
recent annual or quarterly report of the Company as filed with the Securities
and Exchange Commission, and (iii) any other reports and documents that a holder
may reasonably request in availing itself of any rule or regulation of the
Securities and Exchange Commission allowing a holder to sell any such
Registrable Shares without registration.
2.8 FURTHER OBLIGATIONS OF THE COMPANY. Whenever the Company is required
hereunder to register Registrable Shares, it agrees that it shall also do the
following:
(a) Furnish to each selling holder such copies of each preliminary and
final prospectus and any other documents that such holder may reasonably request
to facilitate the public offering of its Registrable Shares;
(b) Use its best efforts to register or qualify the Registrable Shares
to be registered pursuant to this Agreement under the applicable securities or
"blue sky" laws of such jurisdictions as any selling holder may reasonably
request; PROVIDED, HOWEVER, that the Company shall not be obligated to qualify
to do business in any jurisdiction where it is not then so qualified
5
or to take any action that would subject it to the service of process in suits
other than those arising out of the offer or sale of the securities covered by
the registration statement in any jurisdiction where it is not then so subject;
(c) Furnish to each selling holder a copy of the signed:
(i) opinion of counsel for the Company, dated the effective date of
the registration statement;
(ii) "comfort" letters signed by the Company's independent public
accountants who have examined and reported on the Company's financial statements
included in the registration statement, to the extent permitted by the standards
of the American Institute of Certified Public Accountants, covering
substantially the same matters with respect to the registration statement (and
the prospectus included therein) and (in the case of the accountants "comfort"
letters) with respect to events subsequent to the date of the financial
statements, as are customarily covered in opinions of issuer's counsel and in
accountants' "comfort" letters delivered to the underwriters in underwritten
public offerings of securities, but only if and to the extent that the Company
is required to deliver or cause the delivery of such opinion or "comfort"
letters to the underwriters in an underwritten public offering of securities;
(d) Permit each selling holder or his counsel or other representatives
to inspect and copy such corporate documents and records as may reasonably be
requested by them; and
(e) Furnish to each selling holder, upon request, a copy of all
documents filed and all correspondence from or to the Securities and Exchange
Commission in connection with any such offering unless confidential treatment of
such information has been requested of the Securities and Exchange Commission.
2.9 EXPENSES. In the case of a registration under Sections 2.1, 2.2 or
2.3 the Company shall bear all costs and expenses of each such registration,
including, but not limited to, printing, legal and accounting expenses,
Securities and Exchange Commission filing fees and "blue sky" fees and expenses;
PROVIDED, HOWEVER, that the Company shall have no obligation to pay or otherwise
bear (i) any portion of the fees or disbursements of more than one counsel for
the selling holders of Registrable Shares in connection with the registration of
their Registrable Shares which counsel shall be the counsel chosen by Investors,
if Investors are selling in such offering, (ii) any portion of the underwriter's
commissions or discounts attributable to the Registrable Shares being offered
and sold by the holders of Registrable Shares, or (iii) any of such expenses if
the payment of such expenses by the Company is prohibited by the laws of a state
in which such offering is qualified and only to the extent so prohibited; and
PROVIDED FURTHER, that, in the event any registration under the Securities Act
is initiated by any holders of Registrable Shares pursuant to Sections 2.2 or
2.3 of this Agreement and such registration is thereafter withdrawn or
terminated by such holders for reasons other than the occurrence of one or more
events regarding the Company, which event or events may have a material adverse
affect upon the business or prospects of the Company, and such holders learn of
such event or events after the date of the demand for registration and prior to
the date of withdrawal or termination by them and such withdrawal or termination
occurs with reasonable promptness thereafter, then the Company shall have no
obligation to pay or otherwise bear any fees, expenses or other costs arising
out of or relating to such registration, unless, in the case of a
6
registration under Section 2.2 hereof, such holders relinquish one of their
rights to demand registration under such section.
2.10 TRANSFER OF REGISTRATION RIGHTS. The registration rights of the
holders of Registrable Shares under this Agreement may be transferred by any
holder of Registrable Securities (i) by gift or sale, or upon death or permanent
incapacity to his guardian, conservator, executor, administrator, trustees or
beneficiaries of his will, spouse, children, stepchildren, grandchildren,
parents, siblings or legal dependents, to a trust of which the beneficiary or
beneficiaries of the corpus and the income shall be such a person or persons or
the holders of Registrable Shares, to a partnership of which the partners shall
be such a person or persons or the holder of Registrable Shares or to another
holder of Registrable Shares, and (ii) to any transferee of Registrable Shares
who after such transfer will hold 400,000 shares, or more.
2.11 NO SUPERIOR RIGHTS. The Company will not, without the consent of the
holders of 50% or more of the Registrable Shares, (including 50% of Registrable
Shares held by the Investors) grant registration rights to any Person that are
superior to the rights granted hereunder.
2.12 MARKET STAND-OFF AGREEMENT. Provided that all holders of Registrable
Shares are treated equally and all officers and directors of the Company are
also so bound, no holder of Registrable Shares shall, to the extent requested by
the Company or any managing underwriter of the Company, sell or otherwise
transfer or dispose of (other than to donees who agree to be similarly bound)
any Registrable Shares during a period (the "Stand-Off Period") equal to 180
days following the effective date of a registration statement of the Company
filed under the Securities Act (or such shorter period as the Company or
managing underwriter may authorize) except for securities sold as part of the
offering covered by such registration statement in accordance with the
provisions of this Agreement. In order to enforce the foregoing covenant, the
Company may impose stock transfer restrictions with respect to the Registrable
Shares of each holder until the end of the Stand-Off Period.
3. ASSIGNABILITY
This Agreement shall be binding upon and inure to the benefit of the
respective heirs, successors and assigns of the parties hereto.
4. LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
5. AMENDMENT
Any modification, amendment, or waiver of this Agreement or any provision
hereof shall be in writing and executed by holders of not less than 66 2/3
percent of the Registrable Shares (including the holders of no less than a
majority of the Management Shares); provided however, that no such modification,
amendment or waiver shall reduce the aforesaid percentage of Registrable Shares
without the consent of the record of beneficial holders of no less than 90
percent of the Registrable Shares.
7
6. CONFLICT
In the event of any conflict between the terms of this Agreement and the
Purchase Agreement, the terms of this Agreement shall control.
7. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
8. NOTICE
Any notices and other communications required or permitted under this
Agreement shall be effective if in writing and delivered personally or sent by
telecopier, Federal Express or registered or certified mail, postage prepaid,
addressed as follows:
If to the Investors, to: Summit Ventures IV, L.P.
Summit Ventures III, L.P., and
Summit Investors II, L.P.,
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Telecopier: (000) 000-0000
Crosspoint Venture Partners 1993
Crosspoint Venture Partners Entrepreneurs 0000
Xxx Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
with a copy to: Xxxxx Xxxxxxxx, Esq.
Stradling, Yocca, Xxxxxxx & Xxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Telecopier: (000) 000-0000
If to the Company, to: Milcom International, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000-0000
Telecopier: (000) 000-0000
with a copy to: Xxxxxxx X. Xxxxxxx, Esq.
Paul, Hastings, Xxxxxxxx & Xxxxxx
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Telecopier: (000) 000-0000
8
If to the Stockholders, to: The names and addresses set forth on Exhibit B
---------
hereto.
with a copy to:
Unless otherwise specified herein, such notices or other communications
shall be deemed effective (a) on the date delivered, if delivered personally,
(b) two business days after being sent, if sent by Federal Express, (c) one
business day after being sent, if sent by telecopier with confirmation of good
transmission and receipt, and (d) three business days after being sent, if sent
by registered or certified mail. Each of the parties herewith shall be entitled
to specify another address by giving notice as aforesaid to each of the other
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
COMPANY
MILCOM INTERNATIONAL, INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------------
Xxxxxxx X. Xxxxxxx, President
INVESTORS
SUMMIT VENTURES III, L.P.
By: Summit Partners III, L.P., its General Partner
By: Stamps, Xxxxxxx & Co. III, its General Partner
By: /s/ Xxxx X. Xxxx
----------------------------------------------
General Partner
SUMMIT VENTURES IV, L.P.
By: Summit Partners IV, L.P., its General Partner
By: Stamps, Xxxxxxx & Co. IV, its General Partner
By: /s/ Xxxx X. Xxxx
----------------------------------------------
General Partner
9
SUMMIT INVESTORS II, L.P.
By: /s/ Xxxx X. Xxxx
----------------------------------------------
General Partner
CROSSPOINT VENTURE PARTNERS 1993
By: /s/ Xxxx Xxxxxxx
----------------------------------------------
CROSSPOINT VENTURE PARTNERS
ENTREPRENEURS 1993
By: /s/ Xxxx Xxxxxxx
----------------------------------------------
STOCKHOLDERS
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Ki Nam
--------------------------------------------------
Ki Nam
/s/ Xxxxxxxx Xxxxxxxx
--------------------------------------------------
Xxxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxx
--------------------------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxx X. Doi
--------------------------------------------------
Xxxx X. Doi
/s/ Xxxxxx Xxxx
--------------------------------------------------
Xxxxxx Xxxx
10
/s/ Xxxxxx Xx
--------------------------------------------------
Xxxxxx Xx
/s/ Xxxxxx Xxxxxxx
--------------------------------------------------
Xxxxxx Xxxxxxx
11
EXHIBIT A
LIST OF INVESTORS
Summit Ventures IV, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx
Summit Ventures III, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx
Summit Investors II, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx
Crosspoint Venture Partners 0000
Xxx Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Crosspoint Venture Partners Entrepreneurs 0000
Xxx Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
A-1
EXHIBIT B
LIST OF STOCKHOLDERS
Xxxxxxx X. Xxxxxxx
00000 Xxxxxxx Xxxxx
Xxx Xxxx Xxxxxxxxxx, XX 00000
Ki Nam
00000 Xxxxxxxx
Xxxxxxx, XX 00000
Xxxxxxxx Xxxxxxxx
00000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx, XX 00000
Xxxxxxx Xxxxxxx
000X Xxxx Xxxxxx
Xxxx Xxxxxxxxx, XX 00000
Xxxx X. Doi
00000 Xxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxx
00 Xxxxxxxxxx
Xxxxxx, XX 00000
Xxxxxx Xx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxx Xxxxxxx
X.X. Xxx 0000
Xxxxxxx Xxxxx, XX 00000
B-1
