Exhibit 4.1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement") made as of this 5th day of
November, 1998 by and among MEDIA METRIX, INC., a Delaware corporation (the
"Company"), and the securityholders of the Company set forth on Schedule I
hereto (the "Stockholders").
W I T N E S S E T H:
WHEREAS, the Company and RelevantKnowledge, Inc., a Delaware corporation
("RK"), have entered into an Agreement and Plan of Reorganization, dated as of
September 30, 1998 (the "Merger Agreement") pursuant to which RK will be merged
with and into the Company;
WHEREAS, the Stockholders who immediately prior to the Merger (as defined
in the Merger Agreement) were stockholders of RK were parties to the Third
Amended and Restated Investors' Rights Agreement of RK, dated as of July 9, 1998
(the "RK Investors' Rights Agreement") pursuant to which they had certain
registration rights with respect to their shares of common stock of RK;
WHEREAS, the Stockholders who immediately prior to the Merger were
stockholders of the Company were parties to the Series A Preferred Stock and
Warrant Purchase Agreement of the Company, dated as of April 14, 1997 (the "MMX
Purchase Agreement"), pursuant to which they had certain registration rights
with respect to their shares of Company's Common Stock (as defined below);
WHEREAS, the parties hereto desire to promote the interests of the Company
and the interests of the Stockholders by terminating the RK Investors' Rights
Agreement and the registration rights provisions of the MMX Purchase Agreement
and establishing herein certain terms and conditions upon which the Company will
register the shares of Common Stock owned by the Stockholders.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Certain Definitions. As used herein, the following terms shall have the
following respective meanings:
"Common Stock" means the common stock, par value $.01 per share, of
the Company.
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"Commission" shall mean the Securities and Exchange Commission or
any other Federal agency at the time administering the Securities Act of 1933,
as amended (the "Securities Act").
"Holder" shall mean any holder of the Registrable Securities.
"Initiating Holders" shall mean the Holders who in the aggregate
hold (i) in the event of a registration pursuant to Section 4.1 hereof, more
than twenty-five percent (25%) of the Registrable Securities and (ii) in the
event of a registration pursuant to Section 4.3 hereof, more than ten percent
(10%) of the Registrable Securities.
"Restricted Securities" shall mean the securities of the Company
required to bear or bearing the legend set forth in Section 2 hereof.
"Registrable Securities" shall mean shares of (i) the Common Stock
held by the Stockholders, (ii) the Common Stock issuable upon exercise of the
MMX Common Stock Warrants (as defined in the Merger Agreement) and the RKI
Common Stock Warrants (as defined in the Merger Agreement) and (iii) Common
Stock issued upon any stock split, stock dividend, merger, consolidation,
recapitalization or similar event, excluding all such shares which (x) have been
registered under the Securities Act and disposed of in accordance with the
registration statement covering them, (y) have been publicly sold pursuant to
Rule 144 (or any successor rule) under the Securities Act or (z) are eligible
for sale without restriction under Rule 144(k) (or any successor rule) under the
Securities Act.
The terms "register", "registered" and "registration" shall refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
"Registration Expenses" shall mean all expenses incurred by the
Company in compliance with Sections 4, 5 and 6 hereof, including, without
limitation, all registration, qualification and filing fees, exchange listing
fees, printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, the fees and expenses of one counsel for
all the selling Holders and other security holders and the expense of any
special audits incident to or required by any such registration (but excluding
the compensation of regular employees of the Company, which shall be paid in any
event by the Company).
"Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and all fees and
disbursements of counsel for any Holder (other than the fees and disbursements
of counsel included under Registration Expenses).
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"Stockholders' Agreement" means the Stockholders Agreement of even
date herewith among the Company and certain of its securityholders as such
agreement may be amended or modified from time to time.
2. Restrictive Legend. Each certificate representing the Common Stock or
any other securities issued upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event shall (unless otherwise
permitted or unless the securities evidenced by such certificate shall have been
registered under the Securities Act) be stamped or otherwise imprinted with a
legend in substantially the following form (in addition to any legend required
under applicable state securities laws):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. NO TRANSFER OF
SAID SECURITIES SHALL BE PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS
COVERING THE SHARES PROPOSED TO BE TRANSFERRED OR (II) AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE
COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT AND OF ANY
APPLICABLE STATE LAWS.
Upon request of a holder of such a certificate, the Company shall
remove the foregoing legend from the certificate or issue to such holder a new
certificate therefor free of any transfer legend, if (x) with such request, the
Company shall have received either an opinion referred to in Section 3 to the
effect that any transfer by such holder of the securities evidenced by such
certificate will not violate the Securities Act and applicable state securities
laws, (y) in accordance with paragraph (k) of Rule 144, such holder is not and
has not during the last three months been an affiliate of the Company and such
holder has held the securities represented by such certificate for a period of
at least two years. The Company will use its best efforts to assist any holder
in complying with the provisions of this Section 2 for removal of the legend set
forth above.
3. Notice of Proposed Transfers. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Agreement. Prior to any proposed transfer
of any Restricted Securities (other than under circumstances described in
Sections 4, 5 and 6 hereof), the holder thereof shall give written notice to the
Company of such holder's intention to effect such transfer. Each such notice
shall describe the manner and circumstances of the proposed transfer in
sufficient detail, and shall be accompanied (except in transactions in
compliance with Rule 144) by a written opinion of legal counsel who shall be
satisfactory to the Company, addressed to the Company and reasonably
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed
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transfer of the Restricted Securities may be effected without registration under
the Securities Act and applicable state securities laws whereupon the holder of
such Restricted Securities, subject to compliance with the Stockholders'
Agreement, shall be entitled to transfer such Restricted Securities in
accordance with the terms of the notice delivered by the holder to the Company.
Each certificate evidencing the Restricted Securities transferred as above
provided shall bear the appropriate restrictive legend set forth above unless
the opinion of counsel referred to above is to the further effect that no such
legend is required in order to establish compliance with any provisions of the
Securities Act or applicable state securities laws.
4. Registration Rights.
4.1 (a) Request for Registration. If at any time after 180 days after the
effective date of the Company's initial firm commitment underwritten public
offering of any of its Common Stock (an "Initial Public Offering"), the Company
shall receive from Initiating Holders a written request that the Company effect
any registration with respect to all or a part of the Registrable Securities,
the Company will:
(i) promptly within ten (10) days of receipt of such request give
written notice of the proposed registration to all other Holders; and
(ii) as soon as practicable, but in any event no later than ninety
(90) days after receipt of such request, use its best efforts to effect such
registration (including, without limitation, the execution of an undertaking to
file post-effective amendments, appropriate qualification under applicable blue
sky or other state securities laws (except that the Company shall not be
required to qualify the offering under the blue sky laws of any jurisdiction in
which the Company would be required to execute a general consent to service of
process unless the Company is already subject to service in such jurisdiction)
and appropriate compliance with applicable regulations issued under the
Securities Act) as may be so requested and as would permit or facilitate the
sale and distribution of all or such portion of such Registrable Securities as
are specified in such request, together with all or such portion of the
Registrable Securities of any Holder or Holders joining in such request as are
specified in a written request given within thirty (30) days after receipt of
such written notice from the Company; provided that the Company shall not be
obligated to effect, or to take any action to effect, any such registration
pursuant to this Section 4.1 after the Company has effected two such
registrations pursuant to this Section 4.1 and each such registration has been
declared or ordered effective by the Commission. Subject to the foregoing
limitation, the Company shall file a registration statement covering the
Registrable Securities so requested to be registered as soon as practicable
after receipt of the request of the Initiating Holders.
The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 4.1(b) below,
include other securities of the Company which are held by officers or directors
of the Company or which are held by persons who, by virtue of agreements with
the Company are entitled to include their securities in any such registration
(collectively, "Other Stockholders") and may include securities of the Company
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being sold for the account of the Company. The Company shall promptly give
notice of any registration proposed under this Section 4.1 to such Other
Stockholders.
(b) Underwriting. If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
Section 4.1(a) above and the Company shall include any information that it shall
have received as to the nature of the underwriting in the written notice of the
Company referred to in Section 4.1(a) above including the name of the
underwriter or representative thereof selected for such underwriting. The right
of any Holder to registration pursuant to Section 4 shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder with
respect to such participation and inclusion) to the extent provided herein. A
Holder may elect to include in such underwriting all or a part of the
Registrable Securities held by him. Any underwriter selected by the Initiating
Holders shall be subject to the Company's approval, which approval shall not be
unreasonably withheld.
If the Company shall request inclusion in any registration pursuant
to Section 4.1 of securities being sold for its own account, or if the Other
Stockholders shall request inclusion in any registration pursuant to Section
4.1, the Initiating Holders may, on behalf of all Holders, offer to include the
securities of the Company and such Other Stockholders in the underwriting and
may condition such offer on their acceptance of the further applicable
provisions of this Agreement. The Company shall (together with all Holders and
Other Stockholders proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or representative of the underwriters selected for such underwriting
by the Company, which underwriter(s) shall be reasonably acceptable to a
majority in interest of the Initiating Holders. Notwithstanding any other
provision of this Section 4.1, if the representative of the underwriters advises
the Initiating Holders in writing that, in its opinion, marketing factors
require a limitation on the number of shares to be underwritten, the Company
shall so advise all Holders of Registrable Securities whose securities would
otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities and other securities that may be included in the
registration and underwriting shall be allocated in the following manner: (i)
the securities being sold for the account of the Company shall be excluded from
such registration and underwriting to the extent required by such limitation,
and (ii) if a limitation on the number of shares is still required, the
securities held by Other Stockholders of the Company shall be excluded from such
registration and underwriting to the extent required by such limitation in
proportion, as nearly as practicable, to the respective amounts of securities
requested to be registered by such Other Stockholders, and (iii) if a limitation
on the number of shares is still required, the securities being sold for the
account of the Holders shall be excluded from such registration and underwriting
to the extent required by such limitation, in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities and other
securities which they had requested to be included in such registration. If the
Company or any Holder of Registrable Securities or Other Stockholder who has
requested inclusion in such registration as provided above disapproves of the
terms of the underwriting, such person may elect to withdraw
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therefrom by written notice to the Company, the underwriter and the Initiating
Holders. The securities so withdrawn shall also be withdrawn from registration.
(c) The Company shall have the right to defer the request of the
Initiating Holders to effect a registration for up to one hundred and twenty
(120) calendar days if, in the Company's judgment, effecting a registration
would not be in the Company's best interest.
4.2 Company Registration.
(a) If, at any time following an Initial Public Offering, the
Company shall determine to register any of its securities either for its own
account or the account of a security holder or holders exercising their
respective demand registration rights, other than a registration relating solely
to employee benefit plans, a registration relating solely to a Commission Rule
145 transaction or a registration on any registration form which does not permit
secondary sales, the Company will:
(i) promptly within ten (10) days of such determination give
to each Holder written notice thereof; and
(ii) include in such registration and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made by any Holder within twenty (20) days after receipt of the
written notice from the Company described in clause (i) above, except as set
forth in Section 4.2(b) below. Such written request may specify all or a part of
a Holder's Registrable Securities.
(b) Underwriting. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders by written notice. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company distributing its securities for its own account through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected by the Company. Notwithstanding any other
provision of this Section 4.2, if the representative of the underwriters advises
the Company in writing that, in its opinion, marketing factors require a
limitation on the number of shares to be underwritten, the Company shall so
advise all Holders of securities requesting registration, and the number of
shares that may be included in the registration and underwriting shall be
allocated first to the Company for securities being sold for its account and
then in the following manner: (i) the securities requested to be registered by
officers or directors of the Company shall be excluded from such registration
and underwriting to the extent required by such limitation in proportion, as
nearly as practicable, to the respective amounts of securities requested to be
registered by such officers and directors, and (ii) if a limitation on the
number of shares is still required, the securities being sold for the account of
the Holders and Other Stockholders shall be excluded from such registration and
underwriting to the extent required by such limitation in proportion, as nearly
as practicable, to the respective amounts of Registrable Securities and other
securities which they had requested to be included in such registration. If any
Holder of Registrable Securities or Other Stockholder
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who has requested inclusion in such registration as provided above disapproves
of the terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company and the underwriter.
4.3 Subsequent Demand Registrations and Registration on Form S-3.
(a) In addition to the rights contained in the foregoing provisions
of this Section 4, the Initiating Holders shall have unlimited rights to request
from time to time registrations on Form S-3 which are anticipated at the time of
such demand to result in aggregate gross proceeds to the Holders of at least
$2,000,000. Such requests shall be in writing, shall state the number of shares
of Registrable Securities to be disposed of and the intended methods of
disposition of such shares by the Holders.
(b) The Company shall use its best efforts to qualify for
registration on Form S-3 or any comparable or successor form; and to that end
the Company shall register (whether or not required by law to do so) the Common
Stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
in accordance with the provisions of the Exchange Act following the effective
date of the Initial Public Offering.
The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the allocation priority set forth in Section
4.1(b) above, include other securities of the Company which are held by Other
Stockholders and may include securities of the Company being sold for the
account of the Company. The Company shall promptly give notice of any
registration proposed under this Section 4.3 to such Other Stockholders.
4.4 Expenses of Registration.
(a) The Company shall bear all Registration Expenses and the selling
securityholders shall bear all Selling Expenses (in proportion, as nearly as
practicable, to the securities of each securityholder being registered) incurred
in connection with any registration, qualification or compliance pursuant to the
provisions of Section 4.1 or 4.2.
(b) The Company shall bear all Registration Expenses for two (2)
registrations pursuant to Section 4.3 and the selling securityholders shall bear
all Selling Expenses in connection therewith (in proportion, as nearly as
practicable, to the securities of each securityholder then being registered).
Thereafter, selling securityholders shall bear all Selling and Registration
Expenses (in proportion, as nearly as practicable, to the securities of each
securityholder then being registered).
4.5 Registration Procedures. In the case of each registration effected by
the Company pursuant to this Agreement, the Company will keep each Holder
advised in writing as to the initiation of each registration and as to the
completion thereof. At its expense, the Company will:
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(a) Keep such registration effective for a period of one hundred
twenty (120) days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that in the case of any registration of Registrable
Securities on Form S-3 which are intended to be offered on a continuous or
delayed basis, such 120-day period shall be extended, if necessary, to keep the
registration statement effective until all such Registrable Securities are sold,
provided that if Rule 415, or any successor rule under the Securities Act,
permits an offering on a continuous or delayed basis, and provided further that
if applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
which (y) includes any prospectus required by Section 10(a)(3) of the Securities
Act or (z) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (y) and (z)
above to be contained in periodic reports filed pursuant to Section 13 or 15(d)
of the Exchange Act in the registration statement;
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of securities
covered by such registration statement;
(c) Furnish such number of prospectuses and other documents incident
thereto, including any term sheet or any amendment of or supplement to the
prospectus, as a selling Holder from time to time may reasonably request;
(d) Notify each seller, at its last known addresses as set forth in
the Company's books and records, of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto 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 a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing, and at the request of any such seller, prepare and
furnish to such seller 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 purchaser of such shares, 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 not misleading or
incomplete in the light of the circumstances then existing;
(e) Cause all such Registrable Securities to be listed on each, if
any, securities exchange on which similar securities issued by the Company are
then listed;
(f) Provide a transfer agent and registrar for all Registrable
Securities and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration;
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(g) Make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney or accountant retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers and
directors to supply all information reasonably requested by any such seller,
underwriter, attorney or accountant in connection with such registration
statement; provided, however, that such seller, underwriter, attorney or
accountant shall agree to hold in confidence and trust all information so
provided;
(h) Furnish to each selling Holder a signed counterpart, addressed
to the selling Holder, of an opinion of counsel for the Company, dated the
effective date of the registration statement, and "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 AICPA or other relevant
authorities, 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; and
(i) Otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months, but not more than eighteen months, beginning
with the first month after the effective date of the Registration Statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.
5. Indemnification.
(a) The Company will indemnify each Holder, each of its officers,
directors and partners, and each person controlling such Holder, with respect to
which registration, qualification or compliance has been effected pursuant to
Section 4 hereof, and each underwriter, if any, and each person who controls any
underwriter, against all claims, losses, damages and liabilities (or actions,
proceedings or settlements in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus or other document (including any related registration statement)
incident to any such registration, qualification or compliance, or based on 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, and
will reimburse each such Holder, each of its officers, directors and partners,
and each person controlling such Holder, each such underwriter and each person
who controls any such underwriter, for any legal and any other expenses as they
are reasonably incurred in connection with investigating and defending any such
claim, loss, damage, liability or action, provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission
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based upon written information furnished to the Company by such Holder or
underwriter and stated to be specifically for use therein or to the extent due
to the failure of such Holder or underwriter to provide an updated prospectus or
other document to a purchaser at a time when the Company has informed such
Holder or underwriter of a material misstatement or omission in a prospectus or
other document and has provided updated prospectuses or other documents
correcting such misstatement or omission.
(b) Each Holder will, if Registrable Securities held by it are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers and each underwriter, if any, of the Company's securities covered by
such a registration statement, each person who controls the Company or such
underwriter within the meaning of the Securities Act and the rules and
regulations thereunder, each other Holder and each of their officers, directors
and partners, and each person controlling such Holder, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus or other document,
or 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,
and will reimburse the Company and such Holders, directors, officers, partners,
persons, underwriters or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder and stated to be
specifically for use therein; provided, however, that the obligations of such
Holders hereunder shall be limited to an amount equal to the proceeds to each
such Holder of securities sold as contemplated herein.
(c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice in writing to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such Indemnified Party's expense; provided,
however, that the Indemnifying Parties shall pay the expense of one counsel for
all similarly situated Indemnified Parties if representation of such Indemnified
Parties by the counsel retained by the Indemnifying Party would be inappropriate
due to actual or potential differing interests between the Indemnified Parties
and any other party represented by such counsel in such proceeding, and provided
further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Section 5, unless such failure prejudices the ability of the Indemnifying Party
to defend against the claims asserted against the Indemnified Party. No
Indemnifying Party, in the defense of any
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such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation and no Indemnified Party shall consent to entry of
any judgment or settle such claim or litigation without the prior written
consent of the Indemnifying Party. Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom.
(d) If the indemnification provided for in this Section 5 is
unavailable to an Indemnified Party in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Company on the one hand and the stockholders offering securities in the
offering (the "Selling Stockholders") on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and the Selling Stockholders on
the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Selling Stockholders and the parties' relevant intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Selling Stockholders agree that it would not be
just and equitable if contribution pursuant to this Section 5(d) were based
solely upon the number of entities from whom contribution was requested or by
any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 5(d). The amount paid or
payable by an Indemnified Party as a result of the losses, claims, damages and
liabilities referred to above in this Section 5(d) shall be deemed to include
any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim, subject to
the provisions of Section 5(d) hereof. Notwithstanding the provisions of this
Section 5(d), no Selling Stockholder shall be required to contribute any amount
or make any other payments under this Agreement which in the aggregate exceed
the net proceeds received by such Selling Stockholder. No person guilty of
fraudulent misrepresentation (within the meaning of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
6. Information by Holder. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.
7. "Lock-Up" Agreement. Each Stockholder, if requested by the Company and
the managing underwriter of an offering by the Company of Common Stock or other
securities of the Company pursuant to a Registration Statement, shall agree not
to sell publicly or otherwise
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transfer or dispose of any Registrable Shares or other securities of the Company
held by such Stockholder for a specified period of time (not to exceed one
hundred eighty (180) days) following the effective date of such Registration
Statement; provided, that all executive officers and directors of the Company
enter into similar agreements.
8. Limitations on Registration of Issues of Securities. From and after the
date of this Agreement, the Company shall not enter into any agreement with any
holder or prospective holder of any securities of the Company giving such holder
or prospective holder a right to require the Company to initiate any
registration of any securities of the Company or to require the Company, upon
any registration of any of its securities, to include, among the securities
which the Company is then registering, securities owned by such holder which is
superior to the rights granted hereunder, except with the prior written consent
of the holders of a majority of the Registrable Securities.
9. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to:
(a) use its best efforts to make and keep public information
available as those terms are understood and defined in Rule 144 under the
Securities Act at all times from and after ninety (90) days following the
effective date of the first registration under the Securities Act filed by the
Company for an offering of its securities to the general public;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act at any time after it has become subject to
such reporting requirements; and
(c) so long as the Holders own any Restricted Securities, furnish to
the Holders forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from and
after ninety (90) days following the effective date of the first registration
statement filed by the Company for an offering of its securities to the general
public), and of the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
so filed as the Holders may reasonably request in availing themselves of any
rule or regulation of the Commission allowing the Holders to sell any such
securities without registration.
10. Transfer or Assignment of Registration Rights. The rights to cause the
Company to register securities granted to the Holders by the Company under
Section 4 may be transferred or assigned, provided that the Company is given
written notice at the time of or within a reasonable time after said transfer or
assignment, stating the name and address of said transferee or assignee and
identifying the Registrable Securities with respect to which such registration
rights are being transferred or assigned, and provided further that the
transferee or assignee of such rights assumes the obligations of the Holders
under this Agreement, and
-12-
provided further that said transferee or assignee is not a Competitor or an
affiliate of a Competitor of the Company. A "Competitor" shall mean any of the
following: XX Xxxxxxx, Ceridian, Xxxxxxx Media Research, Inc., Xxxxxxxxx
Research, IntelliQuest, Odessey, Reuters, Site-Centric measurement systems
(e.g. Internet Profiles Corporation), Consumer-Centric measurement systems (e.g.
NetRatings and PC Data), International Data Corporation, Gartner Group, @Plan,
United News and Media, VNU, WPP and any others which, now or in the future,
compete directly with the Company.
11. Termination. The provisions of Sections 4.1, 4.2 and 4.3 of this
Agreement shall terminate on the third anniversary of the Company's Initial
Public Offering.
12. Amendment; Waiver. No amendment, alteration or modification of this
Agreement shall be valid unless in each instance such amendment, alteration or
modification is expressed in a written instrument executed by the Holders of at
least sixty-six and two-thirds percent (66-2/3%) of the shares of the
Registrable Securities. No waiver of any provision of this Agreement shall be
valid unless it is expressed in a written instrument duly executed by the party
or parties making such waiver. The failure of any party to insist, in any one or
more instances, on performance of any of the terms and conditions of this
Agreement shall not be construed as a waiver or relinquishment of any rights
granted hereunder or of the future performance of any such term, covenant or
condition but the obligation of any party with respect thereto shall continue in
full force and effect.
13. Specific Performance. The parties hereby declare that it is impossible
to measure in money the damages which will accrue to a party hereto by reason of
a failure to perform any of the obligations under this Agreement. Therefore, all
parties hereto shall have the right to specific performance of the obligations
of the other parties under this Agreement, and if any party hereto shall
institute an action or proceeding to enforce the provisions hereof, any person
(including the Company) against whom such action or proceeding is brought hereby
waives the claim or defense therein that such party has an adequate remedy at
law, and such person shall not urge in any such action or proceeding the claim
or defense that such remedy at law exists.
14. Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by first-class mail, postage
prepaid, return receipt requested, or transmitted by facsimile or delivered
either by hand, by messenger or by nationally recognized overnight courier,
addressed:
(a) if to the holders of the Registrable Securities, at the
addresses set forth on the Schedule I attached hereto or at such other
address as they shall have furnished to the Company in writing.
(b) if to any other holder of securities of the Company at such
address as such holder shall have furnished the Company in writing, or,
until any such holder so furnishes
-13-
an address to the Company, then to and at the address of the last holder
thereof who has so furnished an address to the Company, and
(c) if to the Company, to the following address, or at such other
address as the Company shall have furnished to the Holders,
Media Metrix, Inc.
000 Xxxx Xxxxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxx
Fax: (000) 000-0000
with a copy to:
Fulbright & Xxxxxxxx L.L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
Alternatively, to such other address as a party hereto supplies to each
other party in writing.
15. Successors and Assigns. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective permitted transferees, successors and assigns of the parties hereto,
whether so expressed or not.
16. Governing Law. This Agreement is to be governed by and interpreted
under the laws of the State of New York without giving effect to the principles
of conflicts of laws thereof.
17. Titles and Subtitles. The titles of the sections of this Agreement are
for the convenience of reference only and are not to be considered in construing
this Agreement.
18. Severability. The invalidity or unenforceability of any provisions of
this Agreement shall not be deemed to affect the validity or enforceability of
any other provision of this Agreement.
19. 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.
20. Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with respect to the subject
matter hereof and supersedes all previous agreements, arrangements and
understandings, whether written or oral, with respect to the subject matter
hereof.
-14-
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
MEDIA METRIX, INC.
By: /s/ Xxx Xxxxxxx
----------------------------------------------
Name: Xxx Xxxxxxx
Title: CEO
HOLDERS:
THE NPD GROUP, INC.
By: /s/ Xxx Xxxxxxx
----------------------------------------------
Name: Xxx Xxxxxxx
Title: Chairman and Chief Executive Officer
THE 1995 XXXXXX XXXXXXX TRUST
By:
----------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Trustee
THE 1995 XXXXX XXXXXXX TRUST
By:
----------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Trustee
GREYLOCK IX LIMITED PARTNERSHIP
By: Greylock IX GP Limited Partnership
By:
----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
MEDIA METRIX, INC.
By:
----------------------------------------------
Name: Xxx Xxxxxxx
Title: CEO
HOLDERS:
THE NPD GROUP, INC.
By:
----------------------------------------------
Name: Xxx Xxxxxxx
Title: Chairman and Chief Executive Officer
THE 1995 XXXXXX XXXXXXX TRUST
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Trustee
THE 0000 XXXXX XXXXXXX TRUST
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Trustee
GREYLOCK IX LIMITED PARTNERSHIP
By: Greylock IX GP Limited Partnership
By:
----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
MEDIA METRIX, INC.
By:
----------------------------------------------
Name: Xxx Xxxxxxx
Title: CEO
HOLDERS:
THE NPD GROUP, INC.
By:
----------------------------------------------
Name: Xxx Xxxxxxx
Title: Chairman and Chief Executive Officer
THE 1995 XXXXXX XXXXXXX TRUST
By:
----------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Trustee
THE 1995 XXXXX XXXXXXX TRUST
By:
----------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Trustee
GREYLOCK IX LIMITED PARTNERSHIP
By: Greylock IX GP Limited Partnership
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
OAK INVESTMENT PARTNERS VI, LIMITED PARTNERSHIP
By: Oak Associates VI, LLC, its General Partner
MANAGING MEMBER OF OAK
ASSOCIATES VI, LLC, By: /s/ Xx Xxxxxxxxxx
THE GENERAL PARTNER OF ----------------------------------------------
OAK INVESTMENT PARTNERS VI, Name: Xx Xxxxxxxxxx
LIMITED PARTNERSHIP Title: Managing Member of Oak Associates VI, LLC
OAK VI AFFILIATES FUND, LIMITED PARTNERSHIP
By: Oak VI Affiliates, LLC, its General Partner
MANAGING MEMBER OF OAK
OAK VI AFFILIATES LLC, By: /s/ Xx Xxxxxxxxxx
THE GENERAL PARTNER OF ----------------------------------------------
OAK VI AFFILIATES FUND, Name: Xx Xxxxxxxxxx
LIMITED PARTNERSHIP Title: Managing Member of Oak Associates VI, LLC
VENROCK ASSOCIATES II, L.P.
By:
----------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: General Partner
VENROCK ASSOCIATES
By:
----------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: General Partner
OAK INVESTMENT PARTNERS VI, LIMITED PARTNERSHIP
By: Oak Associates VI, LLC, its General Partner
By:
----------------------------------------------
Name: Xx Xxxxxxxxxx
Title: Managing Member of Oak Associates VI, LLC
OAK VI AFFILIATES FUND, LIMITED PARTNERSHIP
By: Oak VI Affiliates, LLC, its General Partner
By:
----------------------------------------------
Name: Xx Xxxxxxxxxx
Title: Managing Member of Oak Associates VI, LLC
VENROCK ASSOCIATES II, L.P.
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: General Partner
VENROCK ASSOCIATES
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: General Partner
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx X.X. Xxxx
--------------------------------------------------
Xxxxxxx X.X. Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
THE XXXXXXX XXXXXXXXXX XXXXXXX XXXX
1996 CHILDREN'S TRUST
Signature: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
By:
----------------------------------------------
Trustee
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
WHITNEY EQUITY PARTNERS, L.P.
J.H. Whitney Equity Partners LLC,
Its General Partner
By: /s/ Xxxxxx X. X'Xxxxx
----------------------------------------------
Xxxxxx X. X'Xxxxx, Managing Member
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx Xxxxxx
--------------------------------------------------
Xxxxxx Xxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. Xxxx
--------------------------------------------------
Xxxxxx X. Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. Xxxx
--------------------------------------------------
Xxxxxx X. Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx Xxxxxxx
--------------------------------------------------
Xxxxxxx Xxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
UNTERBERG HARRIS PRIVATE
EQUITY PARTNERS, C.V.
Signature: /s/ Xxxx Xxxxxxxxx
---------------------------------------
By: Xxxx Xxxxxxxxx
----------------------------------------------
Member of its Investment General Partner,
Unterberg Harris LLC
UNTERBERG HARRIS PRIVATE
EQUITY PARTNERS, L.P.
Signature: /s/ Xxxx Xxxxxxxxx
---------------------------------------
By: Xxxx Xxxxxxxxx
----------------------------------------------
Member of its Investment General Partner,
Unterberg Harris LLC
X.X. XXXXXXXXX, TOWBIN
Signature: /s/ Xxxx Xxxxxxxxx
---------------------------------------
By: Xxxx Xxxxxxxxx
----------------------------------------------
Title: Managing Director
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
INVESTMENT A.B. BURE
Signature: /s/ Xxxx Xxxxx
---------------------------------------
By: Xxxx Xxxxx
----------------------------------------------
Title:
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
INTIMIDATOR INVESTMENT GROUP, LLC
Signature: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
By: Xxxxxxx X. Xxxxxxxx
----------------------------------------------
Title: Chief Manager
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
INTIMIDATOR INVESTMENT GROUP, LLC
Signature: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
By: Xxxxxxx X. Xxxxxxxx
----------------------------------------------
Title: Chief Manager
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------------
Xxxxx X. Xxxxxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
TRUSTEE, WSGR RETIREMENT PLAN
FBO XXXXX X. XXXXX
Signature: /s/ [ILLEGIBLE]
---------------------------------------
By:
----------------------------------------------
Title:
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
BAYVIEW INVESTORS, LTD.
Signature: /s/ [ILLEGIBLE]
---------------------------------------
By:
----------------------------------------------
Title: Authorized Signatory
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
BEAN REALTY PARTNERS, L.P.
Signature: /s/ Xxxx XxXxxxxx
---------------------------------------
By: Xxxx XxXxxxxx
----------------------------------------------
Title: G.P.
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxx X. Xxxxxx
--------------------------------------------------
Xxxx X. Xxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx Xxxxxxxxxxx
--------------------------------------------------
Xxxxx Xxxxxxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
XXXXX XXXXXX JR. TRUST DTD 11/12/90
Signature: /s/ XXXXX XXXXXX, JR.
---------------------------------------
By: Xxxxx Xxxxxx, Jr.
----------------------------------------------
Trustee
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
XXXXXX-XXXXX INVESTMENTS, L.L.C
Signature: /s/ Xxxxx X. Xxxxx, III
---------------------------------------
By: XXXXX X. XXXXX, III
----------------------------------------------
Title: MANAGER
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
CF&G PARTNERS I
Signature: /s/ Xxxxx Xxxx Xxxxxxxx
---------------------------------------
By: Xxxxx Xxxx Xxxxxxxx
----------------------------------------------
Title: Managing Partner
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxx X. Xxxxxx
--------------------------------------------------
Xxx X. Xxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxxx Xxxxxxxx, III
--------------------------------------------------
Xxxxxxxx Xxxxxxxx, III
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
XXXXXXX X. XXXXXXX AND
XXXXXXX XXXXXXX XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxxx Xxxxxxx
--------------------------------------------------
Xxxxxxx Xxxxxxx Xxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
W. XXXXXX AND XXXXXX X. XXXX
/s/ W. Xxxxxx Xxxx
--------------------------------------------------
W. Xxxxxx Xxxx
/s/ Xxxxxx X. Xxxx
--------------------------------------------------
Xxxxxx X. Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
XXXXXXX XXXXX XXXXX, TRUSTEE UA DATED
7/14/80, THE DDS REVOCABLE TRUST
Signature: /s/ Xxxxxxx Xxxxx Xxxxx
---------------------------------------
By:
----------------------------------------------
Xxxxxxx Xxxxx Xxxxx, Trustee
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
EQUITABLE SECURITIES CORP.
FBO XXXXXXX X. XXXXXX, XX.
401(k) PLAN DTD 12/14/89
Signature: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------------------
By:
----------------------------------------------
Title:
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------------
Xxxxxx X. Xxxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
FXI DEALERS LIMITED
Signature: /s/ [ILLEGIBLE]
---------------------------------------
By: [ILLEGIBLE]
----------------------------------------------
Title: Director
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
GFKK LLC
Signature: /s/ Xxxxx [ILLEGIBLE]
---------------------------------------
By: Xxxxx [ILLEGIBLE]
----------------------------------------------
Title: Member
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx Xxxxxx
--------------------------------------------------
Xxxxx Xxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx X. Xxxx
--------------------------------------------------
Xxxxxxx X. Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxxxx X. Xxxxxxx
--------------------------------------------------
Xxxxxxxxx X. Xxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. Xxxxxx XX
--------------------------------------------------
Xxxxxx X. Xxxxxx XX
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
INTELLIGENT SYSTEMS CORPORATION
Signature: /s/ [ILLEGIBLE]
---------------------------------------
By: [ILLEGIBLE]
----------------------------------------------
Title: [ILLEGIBLE]
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
INVESTOR INTERNATIONAL (CAYMAN) LIMITED
Signature: /s/ Xxxxxxx Xxxxx
---------------------------------------
By: Xxxxxxx Xxxxx
----------------------------------------------
Title: Director
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
JEDFAM INVESTMENTS, L.L.C.
Signature: /s/ Xxxxx X. Xxxxx, III
---------------------------------------
By: Xxxxx X. Xxxxx, III
----------------------------------------------
Title: Manager
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx Xxxxx
--------------------------------------------------
Xxxxxx Xxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx X. Xxxx
--------------------------------------------------
Xxxxxxx X. Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx X. Xxxx
--------------------------------------------------
Xxxxx X. Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxx Xxxx
--------------------------------------------------
Xxxx Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx Xxxx
--------------------------------------------------
Xxxxxxx Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx Xxxxxx
--------------------------------------------------
Xxxxx Xxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. May
--------------------------------------------------
Xxxxxx X. May
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxx XxXxxxxx
--------------------------------------------------
Xxxx XxXxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. Xxxxxx, XX
--------------------------------------------------
Xxxxxx X. Xxxxxx, XX
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------------
Xxxxxx X. Xxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx Xxxxxxx Xxxxxxxxx
--------------------------------------------------
Xxxxxxx Xxxxxxx Xxxxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx X. Xxx
--------------------------------------------------
Xxxxx X. Xxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Jan B. Riven
--------------------------------------------------
Jan B. Riven
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxxxxx X. Xxxxxxx
--------------------------------------------------
Xxxxxxxxxx X. Xxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx Xxxxxxxxx III
--------------------------------------------------
Xxxxxx Xxxxxxxxx III
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
XXXXXXXX X. AND XXXXX X. XXXXXXXXX
/s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------------------------------
Xxxxxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxxxxx
--------------------------------------------------
Xxxxx X. Xxxxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
SIRROM CAPITAL CORPORATION 401(k) PLAN
FBO XXXX XXXXXX
Signature: /s/ Mana Xxxx Xxxxxxxx
---------------------------------------
By: Mana Xxxx Xxxxxxxx
----------------------------------------------
Title: Trustee
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx Xxxxx Xxxxx
--------------------------------------------------
Xxxxx Xxxxx Xxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx Xxxxx Xxxxx
--------------------------------------------------
Xxxxx Xxxxx Xxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
XXXXXXX AND XXXXX XXXXXXX
/s/ Xxxxxxx Xxxxxxx
--------------------------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
--------------------------------------------------
Xxxxx Xxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------------
Xxxxxx X. Xxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx X. Xxxxxxxxxx, III
--------------------------------------------------
Xxxxxxx X. Xxxxxxxxxx, III
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxx Xxxxxxx
--------------------------------------------------
Xxxxx Xxxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
WS INVESTMENT COMPANY 97A
Signature: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------
By: Xxxxx X. Xxxxxxxxx
----------------------------------------------
Title:
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
XXXXX AND XXXXX X. XXXXX
/s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
/s/ Xxxxxxx X. Xxxx
--------------------------------------------------
Xxxxxxx X. Xxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
THE XXXXXXX X. XXXX 1996 CHILDREN'S TRUST
Signature: /s/ Xxxx X. Xxxx
---------------------------------------
By: Xxxx X. Xxxx
----------------------------------------------
Trustee
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
HOLDERS:
SIRROM CAPITAL CORPORATION
Signature: /s/ Xxxxx Xxxxxx
---------------------------------------
By: Xxxxx Xxxxxx
----------------------------------------------
Title: Vice President
-------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
Schedule I
STOCKHOLDERS
Xxxx X. Xxxxx
0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Trustee, WSGR Retirement Plan
FBO Xxxxx X. Xxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Bayview Investors, Ltd.
Attn: Xxxxxx X. Xxxxx
Xxxxxxxxx Xxxxxxxx & Co.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Bean Realty Partners, L.P.
000 00xx Xxxxxx, X., Xxxxx 000
Xxxxxxxxx, XX 00000
Xxxx X. Xxxxxx
0000 Xxxxxx Xxxxx, XX
Xxxxxxx, XX 00000
Xxxxx Xxxxxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxxx Jr. Trust dtd 11/12/90
c/o Equitable Trust Company, Agent
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000-0000
Xxxxxx-Xxxxx/Investments LLC
00000 Xxxxxxxxx Xxxxx #000
Xxxxxxxx Xxxxxxx, XX 00000
Investment A.B. Bure
Xxx 0000
000 00 Xxxxxxxx,
XXXXXX
Xxx X. Xxxxxx
0000 Xxxxxxxxxx Xxxxx XX
Xxxxxxx, XX 00000
Xxxxxxxx Xxxxxxxx III
000 Xxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
CF&G Partners I
Attn: Xxxxx Xxxx Xxxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx X.X. Xxxx
000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
The Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxx
1996 Children's Trust
000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx and
Xxxxxxx Xxxxxxx Xxxxxxx
0000 X. Xxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxx and Xxxxxx Xxxx
00 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxx Xxxxx, Trustee UA 7/14/80,
The DDS Revocable Trust
0000 Xxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
Sirrom Capital Corporation 401(k) Plan
FBO Xxxx Xxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx
00 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
FXI Dealers Limited
X.X. Xxx 000, Xxxx Xxxxxxxx
00 Xxxxxxxx Xxxxxx
Xx. Xxxxxx, Xxxxxx, XX0 0XX
Channel Islands (UK)
Xxxxxx X. Xxxxx
0 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
GFKK LLC
0000 Xxxxxxxxx Xxxx, XX
Xxxxx 000
Xxxxxxx, XX 00000
Xxxxx Xxxxxx
c/o Sirrom Capital Corporation
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxx
000 Xxxx Xxxxxx, Xxx. 00-X
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxx
Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Xxxxxxxxx X. Xxxxxxx
c/o Xxxx X. Xxxxxx 0000
Xxxxxx Xxxxx, XX
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxx XX
00 Xxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Intelligent Systems Corporation
Attn: Xxxxxx Xxxxxxx or Xxxxxx Xxxxxx
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Intimidator Investment Group, LLC
Attn: Xxxx Xxxxxxxx
0000 Xxxxxxxxx Xxxxxx, XX, #000
Xxxxxxx, XX 00000
International Real Returns LLC
Attn: Xxxxx Xxxxxxx
00 Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
JedFam Investments, LLC
Attn: Xxxxx X. Xxxxx III
00000 Xxxxxxxxx Xxxxx #000
Xxxxxxxx Xxxxxxx, XX 00000
Xxxxxx Xxxxx
000 Xxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxx
0 Xxxxxxxxxx Xxxx
Xxxxxxxxxx
Xx. Xxxxxx
Xxxxxxx
Xxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxx, Xxx. 00X
Xxxxxxx, XX 00000
Xxxxx X. Xxxxxxxxxx
000 X. Xxxxxxxxx Xxxx.
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxx
000 Xxxxxxx Xxxx Xxxx, Xxx. 0-X
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxx
000 Xxx Xxxxx
Xxxxxxx, XX 00000
Xxxxx X. Xxxx
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000
Xxxx Xxxx
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000
Xxxxxxx Xxxx
0000 X. Xxxxx Xxxxxx, Xxx. 000
Xxxxxxxxx, XX 00000
The Xxxxxxx X. Xxxx 1996 Children's Trust
000 Xxx Xxxxx
Xxxxxxx, XX 00000
Xxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. May
000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxx XxXxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxx XX
000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxx, XX
Xxxxxxx, XX 00000
Xxxxxxx Xxxxxxx Xxxxxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxx X. Xxxx
00 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx, Xx.
000 Xxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Equitable Securities Corp.
FBO Xxxxxxx X. Xxxxxx, Xx.
401(k) Plan dtd 12/14/89
Equitable Securities Corp.
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx X. Xxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Jan B. Riven
000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxxxxx III
RD 0
Xxxxxxxxx Xxxx Xxxx, XXX
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Sirrom Capital Corporation
Attn: Xxxxx Xxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Xxxxx Xxxxx Xxxxx
000 Xxx Xxxxxx
Xx. Xxxxx, XX 00000
Xxxxxxx and Xxxxx Xxxxxxx
00000 Xxxxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Unterberg Harris Equity Partners, L.P.
C.E. Unterberg, Towbin
Attn: Xxxx Xxxxxxxxx
Xxxxx Xxxxxx
Swiss Bank Tower
00 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Unterberg Harris Equity Partners, C.V.
C.E. Unterberg, Towbin
Attn: Xxxx Xxxxxxxxx
Xxxxx Xxxxxx
Swiss Bank Tower
00 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
X.X. Xxxxxxxxx, Towbin
Attn: Xxxx Xxxxxxxxx
Xxxxx Xxxxxx
Swiss Bank Tower
00 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxx, XX
Xxxxxxx, XX 00000
Whitney Equity Partners, L.P.
J.H. Whitney & Company
Attn: Xxxxxxx Xxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxxx, III
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
WS Investment Company 97A
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxxx
Greylock IX Limited Partnership
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Oak Investment Partners VI, Limited
Partnership
One Xxxxxx Island
Westport, CT 06880
Oak VI Affiliates Fund,
Limited Partnership
Xxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Venrock Associates II, L.P.
00 Xxxxxxxxxxx Xxxxx
Xxxx 0000
Xxx Xxxx, XX 00000
Venrock Associates
00 Xxxxxxxxxxx Xxxxx
Xxxx 0000
Xxx Xxxx, XX 00000
The NPD Group, Inc.
000 Xxxx Xxxxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000
The 0000 Xxxxx Xxxxxxx Trust
c/o Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
0 Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
The 1995 Xxxxxx Xxxxxxx Trust
c/o Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
0 Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
