ETOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
This Amended and Restated Right of First Refusal and Co-Sale Agreement (the
"AGREEMENT") is made and entered into as of the 4th day of June, 1998, by and
among idealab!, a Delaware corporation ("IDEALAB!"), Xxxxxx X. Xxxx ("XXXX") and
Xxxxx X. Xxx ("HAN") (idealab!, Xxxx and Han collectively the "FOUNDERS" and
individually , the "FOUNDER"), eToys Inc., a Delaware corporation (the
"COMPANY"), the prior investors listed on EXHIBIT A hereto (the "PRIOR
INVESTORS") and the new investors listed on EXHIBIT B hereto (the "NEW
INVESTORS"). The Prior Investors and the New Investors are referred to herein
collectively as the "INVESTORS" and each individually as an "INVESTOR".
RECITALS
The Company, the Founders and the Existing Investors entered into a Right
of First Refusal and Co-Sale Agreement on December 23, 1997 (the "EXISTING
AGREEMENT.")
The Company and the New Investors have entered into a Series B Preferred
Stock Purchase Agreement (the "PURCHASE AGREEMENT") of even date herewith,
pursuant to which the Company desires to sell to the New Investors and the New
Investors desire to purchase from the Company shares of the Company's Series B
Preferred Stock. A condition to the New Investors' obligations under the
Purchase Agreement is that the Company, the Founders and the Prior Investors
amend and restate the Existing Agreement in the manner set forth in this
Agreement in order to provide the New Investors with the opportunity to purchase
and/or participate, upon the terms and conditions set forth in this Agreement,
in subsequent sales by any Founder's of shares of the Company's capital stock.
The Company, the Prior Investors and the Founders each desire to induce the New
Investors to purchase shares of Series B Preferred Stock pursuant to the
Purchase Agreement by agreeing to the terms and conditions set forth herein.
AGREEMENT
The Company, the Prior Investors, the New Investors and the Founders hereby
agree as follows:
1. SALES BY FOUNDERS.
(a) NOTICE OF SALES; ASSIGNMENT OF COMPANY RIGHT OF FIRST REFUSAL.
(i) Should any Founder propose to accept one or more bona
fide offers (collectively, a "PURCHASE OFFER") from any persons to purchase
shares of the Company's capital stock (or securities exercisable into the
Company's capital stock) now or hereafter owned (the "SHARES") by such Founder
(other than as set forth in Section 1(e) below), such Founder shall promptly
deliver a notice (the "NOTICE") to the Company and each Investor stating the
terms and
conditions of such Purchase Offer including, without limitation, the number of
Shares, the nature of such sale or transfer, the consideration to be paid, and
the name and address of each prospective purchaser or transferee.
(ii) The Company agrees that in the event that the Company
declines to exercise in full the Right of First Refusal set forth in Section 3
of the Restricted Stock Purchase Agreement (or Section 5 of the Stock and Note
Purchase Agreement in the case of idealab!) between such Founder and the Company
(the "RIGHT OF FIRST REFUSAL"), the Company will provide each Investor with
notice of such determination at least thirty (30) days prior to the end of the
period in which the Right of First Refusal expires under such Restricted Stock
Purchase Agreement or Stock and Note Purchase Agreement. Each Investor shall
then have the right, exercisable by notice prior to the end of such period, to
exercise such Right of First Refusal as the Company's assignee on a pro rata
basis (based upon the number of Conversion Shares (as defined below) held by
such Investor relative to the aggregate number of Conversion Shares held by all
Investors); provided that if fewer than all Investors elect to participate, the
Shares that would otherwise be allocated to non-participating Investors shall be
allocated to each participating Investor so that each participating Investor is
entitled to purchase at least such Investor's pro rata portion of such
unallocated Shares (based upon the number of Conversion Shares held by all
participating Investors) or such different number of shares as the participating
Investors shall mutually agree. In the event the Purchase Offer provides for
consideration other than cash, in lieu of such consideration, the Company and
the Investors, may make payment in cash in an amount equal to the full market
value of such consideration. Upon expiration or exercise of the Right of First
Refusal, the Company will provide notice to all Investors as to whether or not
the Right of First Refusal has been exercised by the Company or the Investors.
(b) CO-SALE RIGHT. To the extent that the Right of First Refusal
is not exercised by the Company or the Investors, each Investor shall have the
right (the "CO-SALE RIGHT"), exercisable upon written notice to the Company
within fifteen (15) business days after the expiration of the Right of First
Refusal to participate in such Founder's sale of Shares pursuant to the
specified terms and conditions of such Purchase Offer. To the extent an
Investor exercises such Co-Sale Right in accordance with the terms and
conditions set forth below, the number of Shares which such Founder may sell
pursuant to such Purchase Offer shall be correspondingly reduced. The Co-Sale
Right of each Investor shall be subject to the following terms and conditions:
(i) CALCULATION OF SHARES. Each Investor may sell all or
any part of that number of shares of Common Stock of the Company issued or
issuable upon conversion of Series A and/or Series B Series A and/or Series B
Preferred Stock or Common Stock received in connection with any stock dividend,
stock split or other reclassification thereof (the "CONVERSION SHARES") equal to
the product obtained by multiplying (A) the aggregate number of shares of Common
Stock covered by the Purchase Offer by (B) a fraction, the numerator of which is
the number of Conversion Shares at the time owned by such Investor and the
denominator of which is the combined number of Conversion Shares at the time
owned by all Investors and all Founders participating in such sale. The
provisions of this Agreement do not confer any Co-Sale rights with respect to
any shares of Common Stock or other securities held by an Investor that are
-2-
not Conversion Shares. An Investor who chooses to exercise the Co-Sale Right
hereunder may designate as sellers under such right itself or its partners or
affiliates, in such proportions as it deems appropriate.
(ii) DELIVERY OF CERTIFICATES. Each Investor may effect its
participation in the sale by delivering to the selling Founder for transfer to
the purchase offeror one or more certificates, properly endorsed for transfer,
which represent the Conversion Shares, which such Investor elects to sell.
(c) TRANSFER. The stock certificate or certificates which the
Investor delivers to the selling Founder pursuant to Section 1(b) shall be
delivered by such Founder to the purchase offeror in consummation of the sale
pursuant to the terms and conditions specified in the Notice, and such Founder
shall promptly thereafter remit to such Investor that portion of the sale
proceeds to which such Investor is entitled by reason of its participation in
such sale. To the extent that any prospective purchaser or purchasers prohibits
such assignment or otherwise refuses to purchase Conversion Shares from an
Investor exercising its Co-Sale Right hereunder, the selling Founder or Founders
shall not sell to such prospective purchaser or purchasers any Shares unless and
until, simultaneously with such sale, the selling Founder or Founders shall
purchase such Conversion Shares from such Investor for the same consideration
and on the same terms and conditions as the proposed transfer described in the
Notice (which terms and conditions shall be no less favorable than those
governing the sale to the purchaser by the Founder or Founders).
(d) NO ADVERSE EFFECT. The exercise or non-exercise of the rights
of the Investors hereunder to participate in one or more sales of Shares made by
a Founder shall not adversely affect their rights to participate in subsequent
sales of Shares by a Founder.
(e) PERMITTED TRANSACTIONS. The provisions of Section 1 of this
Agreement shall not pertain or apply to:
(i) Any pledge of the Company's Common Stock made by a
Founder pursuant to a bona fide loan transaction which creates a mere security
interest;
(ii) Any repurchase of Common Stock by the Company;
(iii) Any transfer to a Founder's ancestors, descendants or
spouse or to a trust for their benefit by gift or inheritance;
(iv) any sale or transfer (including any bona fide gift) by a
Founder of up to 5% of the total number of shares of Common Stock held by such
Founder on the date of this Agreement.
PROVIDED, that (A) the Founder(s) shall inform the Company of such pledge,
transfer or gift prior to effecting it, and (B) the pledgee, transferee or donee
(collectively, the "PERMITTED TRANSFEREES") shall furnish the Company with a
written agreement to be bound by and comply with all provisions of this
Agreement applicable to the Founders.
-3-
2. PROHIBITED TRANSFERS. Any attempt by a Founder to transfer Shares in
violation of Section 1 of this Agreement shall be void and the Company agrees it
will not effect such a transfer nor will it treat any alleged transferee as the
holder of such shares without the written consent of the holders of 66-2/3% of
the Conversion Shares.
3. LEGENDED CERTIFICATES. Each certificate representing shares of the
Common Stock of the Company now or hereafter owned by the Founders or issued to
any Permitted Transferee pursuant to Section 1(e) shall be endorsed with the
following legend:
"THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND
BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF COMMON
AND PREFERRED STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY
BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION."
The foregoing legend shall be removed upon termination of this Agreement in
accordance with the provisions of Section 4(a).
4. MISCELLANEOUS PROVISIONS.
(a) TERMINATION. This Agreement shall terminate upon the earliest
to occur of any one of the following events (and shall not apply to any transfer
by a Founder in connection with any such event):
(i) The liquidation, dissolution or indefinite cessation of
the business operations of the Company;
(ii) The execution by the Company of a general assignment for
the benefit of creditors or the appointment of a receiver or trustee to take
possession of the property and assets of the Company;
(iii) The closing of the Company's initial public offering of
securities; PROVIDED that all shares of the Company's Series A and/or Series B
Preferred Stock are converted into shares of Common Stock prior to or in
connection with such offering; or
(iv) The closing of any acquisition, merger, reorganization
or other transaction which results in the stockholders of the Company
immediately prior to such transaction owning less than 50% of the Company's
voting stock immediately after such transaction.
(b) NOTICES. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient on the date of delivery, when
delivered personally or by overnight courier or sent by telegram or fax, or
forty-eight (48) hours after being deposited in the
-4-
U.S. mail, as certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party's address or fax number as set forth
below or on EXHIBIT A hereto, or as subsequently modified by written notice.
(c) SUCCESSORS AND ASSIGNS. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, their respective successors, assigns and legal representatives.
The rights of the Investors hereunder shall be assignable only (i) by each of
such Investors to any other Investor or (ii) an assignee or transferee who
acquires not less than 500,000 shares of the Company's Common Stock (as adjusted
for stock splits, stock dividends and the like, and assuming conversion of all
Series A and/or Series B Preferred Stock held by such Investor) or all of such
Investor's shares, if less; PROVIDED that such limitation shall not apply to
transfers by an Investor to constituent stockholders, constituent partners or
retired constituent partners or members (including any constituent of a
constituent) of the Investor (including spouses and ancestors, lineal
descendants and siblings of such partners or members or spouses who acquire the
Series A and/or Series B Preferred Stock or Common Stock issued upon conversion
thereof) if all such transferees or assignees irrevocably agree in writing to
appoint a single representative as their attorney in fact for the purpose of
receiving any notices and exercising their rights under this Agreement.
(d) SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and
(iii) the balance of the Agreement shall be enforceable in accordance with its
terms.
(e) MODIFICATIONS AND AMENDMENTS. Any term hereof may be amended
or waived with the written consent of the Company, Investors holding at least
66-2/3% the Series A and B Preferred Stock, and holders of 66-2/3% of the
Founders' shares (or their respective successors and assigns) voting together as
a class. Any amendment or waiver effected in accordance with this Section 4(e)
shall be binding upon the Company, the holders of Series A and Series B
Preferred Stock and any holder of Founders' Shares, and each of their respective
successors and assigns.
(f) ATTORNEY'S FEES. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of any of the
Agreements, the prevailing party shall be entitled to reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.
(g) GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.
-5-
(h) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(i) ENTIRE AGREEMENT. This Agreement, and the documents referred
to herein constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof, and any and all other written or oral agreements
existing between the parties hereto are expressly canceled.
[Signature Page Follows]
-6-
The parties have executed this Agreement as of the date first written
above.
COMPANY:
eTOYS INC.
By: /s/ Xxxxxx X. Xxxx
----------------------------------------
Xxxxxx X. Xxxx
President and Chief Executive officer
Address: 0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
DYNAFUND LP
By: /s/ Xxxxx X.X. Ko
--------------------------------------
Name: Xxxxx X.X. Ko
--------------------------------------
(print)
Title: General Partner
--------------------------------------
Address: illegible
------------------------------
------------------------------
Fax: illegible
------------------------------
DYNAFUND INTERNATIONAL LP
By: /s/ Xxxxx X.X. Ko
--------------------------------------
Name: Xxxxx X.X. Ko
--------------------------------------
(print)
Title: General Partner
--------------------------------------
Address: illegible
------------------------------
------------------------------
Fax: illegible
------------------------------
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTOR:
INTEL CORPORATION
By: /s/ illegible
--------------------------------------
Name: Illegible
--------------------------------------
(print)
Title:
--------------------------------------
Address: 0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, XX 00000
Attn: Treasurer
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
XXXXX GLOBAL INVESTMENTS, LTD.
By: Xxxxx Capital Management, Inc.
Its: Trading Advisor
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
--------------------------------------
(print)
Title: Director of Operations
--------------------------------------
Address: c/o Citco Fund Services (Bahamas),
Ltd.
Bahamas Financial Center
Charlotte & Xxxxxxx Xxxxxx
X.X. Xxx XX 00000
Xxxxxx, Bahamas
Fax:
-----------------------------------
REMINGTON INVESTMENTS STRATEGIES, L.P.
By: Xxxxx Capital Advisors, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
--------------------------------------
(print)
Title: Director of Operations
--------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
-----------------------------------
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
MULTI-STRATEGIES FUND, L.P.
By: Xxxxx Capital Advisors, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
--------------------------------------
(print)
Title: Director of Operations
--------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
-----------------------------------
MULTI-STRATEGIES FUND LTD.
By: Xxxxx Capital Management, Inc.
Its: Trading Advisor
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
--------------------------------------
(print)
Title: Director of Operations
--------------------------------------
Address: c/o Citco Fund Services (Bahamas),
Ltd.
Bahamas Financial Center
Charlotte & Xxxxxxx Xxxxxx
X.X. Xxx XX 00000
Xxxxxx, Bahamas
Fax:
-----------------------------------
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
/s/ Xxxx X. Xxx Xxxxxx
---------------------------------------------
Xxxx X. Xxx Xxxxxx
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
/s/ Xxxxx X. Xxxxx
---------------------------------------------
Xxxxx X. Xxxxx
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
HIGHLAND CAPITAL PARTNERS III LIMITED
PARTNERSHIP
By: Highland Management Partners III
Limited Partnership, its General
Partner
By: /s/ Xxxxxx X. Nova
--------------------------------------
Name: Xxxxxx X. Nova
--------------------------------------
(print)
Title: General Partner
--------------------------------------
Address: c/o Highland Capital Partners
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
HIGHLAND ENTREPRENEURS' FUND III LIMITED
PARTNERSHIP
By: HEF III, LLC, its General Partner
By: /s/ Xxxxxx J Nova
--------------------------------------
Name: Xxxxxx J Nova
--------------------------------------
(print)
Title: Member
--------------------------------------
Address: c/o Highland Capital Partners
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
idealab! CAPITAL PARTNERS I-A, LP
By its General Partner,
idealab! Capital Management I, LLC
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxx
Managing Member
Address: c/o idealab! Capital Partners
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
idealab! CAPITAL PARTNERS I-B, LP
By its General Partner,
idealab! Capital Management I, LLC
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxx
Managing Member
Address: c/o idealab! Capital Partners
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
BESSEMER VENTURE PARTNERS IV L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
Address: 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
BESSEMER VENTURE INVESTORS L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
Address: 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
BESSEC VENTURES IV L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
Address: 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
SEQUOIA CAPITAL VIII
SEQUOIA INTERNATIONAL
TECHNOLOGY PARTNERS
SEQUOIA INTERNATIONAL
TECHNOLOGY PARTNERS Q
CMS
SEQUOIA 1997
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
-------------------------------------
(print)
Title:
------------------------------------
Address: 0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
INVESTORS:
VLG INVESTMENTS 1998
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------------
(print)
Title: Partner
---------------------------------------
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
/s/ Xxxx X. Xxx Xxxxxx
---------------------------------------------
Xxxx X. Xxx Xxxxxx
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
FOUNDERS:
Xxxx Xxxxx'
idealab!, a Delaware corporation
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxx Xxxxx
-------------------------------------
(print)
Title:
------------------------------------
Address: 000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
/s/ Xxxxxx X. Xxxx
------------------------------------------
Xxxxxx X. Xxxx
Address: 0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000
/s/ Xxxxx X. Xxx
------------------------------------------
Xxxxx X. Xxx
Address: 0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO eTOYS INC.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
EXHIBIT A
PRIOR INVESTORS
DynaFund International LP
DynaFund LP
Intel Corporation
idealab! Capital Partners I-A, L.P.
Xxxx X. Xxx Xxxxxx
Xxxxx X. Xxxxx
EXHIBIT B
NEW INVESTORS
Highland Capital Partners III Limited Partnership
Highland Entrepreneurs' Fund III Limited Partnership
idealab! Capital Partners I-A, LP
idealab! Capital Partners I-B, LP
Bessemer Venture Partners IV L.P.
Bessemer Venture Investors X.X.
Xxxxxx Ventures IV L.P.
DynaFund International LP
DynaFund XX
Xxxxx Global Investments, Ltd.
Remington Investment Strategies, L.P.
Multi Strategies Fund, L.P.
Multi-Strategies Fund Ltd.
Xxxx X. Xxx Xxxxxx
Entities Associated with Sequoia Capital
