SOURCEFIRE, INC. FOURTH AMENDED AND RESTATED STOCKHOLDERS’ VOTING AGREEMENT
Exhibit 10.3
SOURCEFIRE, INC.
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ VOTING AGREEMENT
This Fourth Amended and Restated Stockholders’ Voting Agreement (this “Agreement”), dated as
of May 24, 2006, is entered into by and among Sourcefire, Inc. a Delaware corporation (the
“Company”), the individuals and entities listed on Exhibit A attached hereto (collectively,
the “Purchasers”), and the individuals and entities listed on Exhibit B (collectively, the
“Existing Stockholders”). The Purchasers and the Existing Stockholders are sometimes referred to
in this Agreement collectively as the “Stockholders.”
Recitals:
WHEREAS, certain of the Purchasers are purchasing shares of the Company’s Series D
Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), pursuant
to that certain Series D Convertible Preferred Stock Purchase Agreement, dated as of the date
hereof, by and among the Company and the parties identified therein (the “Purchase Agreement”);
WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution
and delivery of this Agreement;
WHEREAS, certain of the Purchasers (the “Initial Purchasers”) are holders of the
Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred
Stock”), Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred
Stock”), Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred
Stock”, and together with the Series A Preferred Stock, the Series B Preferred Stock and the Series
D Preferred Stock, the “Preferred Stock”);
WHEREAS, the Company, the Initial Purchasers and the Existing Stockholders are
parties to the Third Amended and Restated Stockholders’ Voting Agreement, dated as of January 15,
2004 (the “Prior Agreement”);
WHEREAS, the Existing Stockholders are the beneficial owners of shares of the Common
Stock of the Company, par value $0.001 per share (the “Common Stock”);
WHEREAS, the Prior Agreement can be amended with the written consent of (i) the
Company, (ii) those Initial Purchasers holding at least two-thirds of the outstanding shares of
Series A Preferred Stock, (iii) those Initial Purchasers holding at least sixty percent (60%) of
the outstanding shares of Series B Preferred Stock, (iv) those Initial Purchasers holding at least
a majority of the outstanding shares of Series C Preferred Stock, and (v) those Existing
Stockholders holding Shares (as defined in Section 2 below) representing at least a majority of the
outstanding Shares then held by those Existing Stockholders who are parties to the Prior Agreement;
and
WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior
Agreement in its entirety and, together with the other parties hereto, desire to enter into this
Agreement in order to effect such amendment and restatement of the Prior Agreement and to
provide for the composition of the Board of Directors of the Company in the manner set forth below.
NOW THERFORE, in consideration of the mutual covenants contained herein and the consummation
of the sale and purchase of the Series D Preferred Stock pursuant to the Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Voting of Shares. In any and all elections of directors of the Company (whether at
a meeting of the stockholders or by written consent in lieu of a meeting), each Stockholder shall
vote or cause to be voted all Shares (as defined in Section 2 below) owned by such Stockholder and
all Shares over which such Stockholder has voting control, and otherwise use best efforts so as to
fix the number of directors of the Company at seven (7) and to vote as follows:
(a) At each election of directors in which the holders of Series A Preferred Stock, voting as
a separate class, are entitled to elect directors of the Company, the Stockholders shall vote all
of their Shares so as to elect one (1) representative (the “Series A Director”) nominated by Sierra
Ventures so long as it holds any shares of Series A Preferred Stock, which individual shall
initially be Xxx Xxxxxx.
(b) At each election of directors in which the holders of Series B Preferred Stock, voting as
a separate class, are entitled to elect directors of the Company, the Stockholders shall vote all
of their Shares so as to elect one (1) representative (the “Series B Director”) nominated by New
Enterprise Associates 10, Limited Partnership so long as it holds any shares of Series B Preferred
Stock, which individual shall initially be Xxxxx Xxxxxx.
(c) At each election of directors in which the holders of Common Stock, voting as a separate
class, are entitled to elect directors of the Company, the Stockholders shall vote all of their
Shares so as to elect two (2) individuals (the “Common Directors”), one (1) of whom shall be the
Company’s Chief Executive Officer, who shall initially be E. Xxxxx Xxxxxxx, III, and one (1) of
whom is an individual nominated by the holders of a majority of the Common Stock, who shall
initially be the Company’s Chief Technology Officer of the Company, Xxxxxx Xxxxxx.
(d) At each election of directors in which holders of shares of Preferred Stock and Common
Stock, voting together as a single class on an as-if-converted to Common Stock basis, are entitled
to elect directors of the Company, the Stockholders shall vote all of their Shares so as to elect
one (1) individual nominated and mutually acceptable to (i) the holders of at least two-thirds of
the Series A Preferred Stock then-outstanding, (ii) the holders of at least a sixty percent (60%)
of the Series B Preferred Stock then-outstanding, (iii) the holders of at least a majority of the
Series C Preferred Stock then-outstanding, and (iv) the holders of at least a majority of the
Series D Preferred Stock then-outstanding who shall be an independent industry representative not
affiliated with the Company or employed by the Company or any holders of
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the Preferred Stock (the “First Independent Director”) and who shall initially be Xxxxxx
Xxxxxxx.
(e)
(i) During the period commencing on the Initial Closing Date (as defined in the Purchase
Agreement) and ending on the earlier of (y) the election of a director pursuant to Section 1(e)(ii)
or (z) six (6) months after the Initial Closing Date, unless extended by a majority of the Board of
Directors (the “Designation Period”), and so long as Meritech Capital Partners III, L.P. and its
affiliates (collectively, “Meritech”) hold at least 227,092 shares of Series D Preferred Stock,
Meritech shall have the right to appoint one (1) representative (the “Series D Director”) nominated
by Meritech, who shall initially be Xxxxxxx X. Xxxxxx, and such individual shall serve as director
of the Company on a temporary basis for no longer that the Designation Period.
(ii) After the Designation Period, at each election of directors in which holders of shares of
Preferred Stock and Common Stock, voting together as a single class, are entitled to elect
directors of the Company, and so long as Meritech holds at least 227,092 shares of Series D
Preferred Stock, the Stockholders shall vote all of their Shares so as to elect one (1) individual
designated by Meritech, who shall be an independent industry representative not affiliated with the
Company or employed by the Company or any holders of the Preferred Stock, and (ii) mutually
acceptable to (a) the holders of at least a majority of the Preferred Stock then-outstanding,
voting together as a separate class on an as-if-converted to Common Stock basis, and (b) the
holders of at least a majority of the Common Stock then-outstanding, voting as a separate class.
(f) At each election of directors in which holders of shares of Preferred Stock and Common
Stock, voting together as a single class, are entitled to elect directors of the Company, the
Stockholders shall vote all of their Shares so as to elect one (1) individual nominated by the
majority of the Board of Directors, who shall be (i) an independent industry representative with
significant experience in finance or accounting or other comparable experience or background,
including a current or past position as a principal financial officer or other senior officer with
financial oversight responsibilities and who is not affiliated with the Company or employed by the
Company or any holders of the Preferred Stock, and (ii) mutually acceptable to (a) the holders of
at least a majority of the Preferred Stock then-outstanding, voting together as a separate class on
an as-if-converted to Common Stock basis, and (b) the holders of at least a majority of the Common
Stock then-outstanding, voting as a separate class (the “Financial Expert Independent Director”).
(g) Action taken to remove the Series A Director elected pursuant to Section 1(a), or to fill
any vacancy created by the resignation or death of such director, shall be subject to the approval
of such nominating Purchaser in accordance with Section 1(a).
(h) Action taken to remove the Series B Director elected pursuant to Section 1(b), or to fill
any vacancy created by the resignation or death of such director, shall be subject to the approval
of such nominating Purchaser in accordance with Section 1(b).
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(i) Action taken to remove any of the Common Directors elected pursuant to Section 1(c) or to
fill any vacancy created by the resignation or death of any of such directors, shall be subject to
the provisions of Section 1(c).
(j) Action taken to remove the First Independent Director elected pursuant to Section 1(d) or
to fill any vacancy created by the resignation or death of such director, shall be subject to the
approval of such nominating Purchasers in accordance with Section 1(d).
(k) Action taken to remove the Series D Director elected pursuant to Section 1(e) or to fill
any vacancy created by the resignation or death of such director, shall be subject to the approval
of Meritech in accordance with Section 1(e).
(l) Action taken to remove the Financial Expert Independent Director elected pursuant to
Section 1(f) or to fill any vacancy created by the resignation or death of such director, shall be
subject to the provisions of Section 1(f).
(m) The Company agrees to nominate and recommend for election as directors only the
individuals designated, or to be designated, pursuant to this Section 1.
2. Shares. “Shares” shall mean and include any and all shares of capital stock of the
Company, by whatever name called, which carry voting rights (including voting rights which arise by
reason of default), and shall include any such shares of Common Stock or Preferred Stock now owned
or hereafter acquired by a Stockholder, however acquired, including without limitation stock splits
and stock dividends.
3. Termination. This Agreement shall continue in full force and effect from the date
hereof through the earliest of the following dates, on which date it shall terminate in its
entirety:
(a) the closing of a Company Sale (as defined in the Fourth Amended and Restated Investor
Rights Agreement of even date herewith among the Company and the Purchasers);
(b) the closing of a Qualifying Public Offering (as defined in the Company’s Certificate of
Incorporation); or
(c) the date on which (i) the Company, (ii) the holders of at least two-thirds of the Series A
Preferred Stock then-outstanding, (iii) the holders of at least sixty percent (60%) of the Series B
Preferred Stock then-outstanding, (iv) the holders of at least a majority of the Series C Preferred
Stock then-outstanding, and (v) the holders of at least a majority of the Series D Preferred Stock
then-outstanding agree in writing to terminate this Agreement.
4. No Revocation. The voting agreements contained herein are coupled with an interest
and may not be revoked, except by an amendment, modification or termination effected in accordance
with Section 3 or 7(f) hereof. Nothing in this Section 4 shall be construed as limiting the
provisions of Section 3 or 7(f) hereof.
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5. Restrictive Legend. All certificates representing Shares owned or hereafter
acquired by the Stockholders or any transferee of the Stockholders shall have affixed thereto a
legend substantially in the following form:
“The shares of stock represented by this certificate are subject to
a Stockholders’ Voting Agreement, as may be amended from time to
time, which places certain restrictions on the voting of the shares
represented hereby. Any person accepting any interest in such shares shall be subject to all provisions of such agreement. A copy
of such agreement is available for inspection during normal business
hours at the principal executive office of this corporation.”
6. Transfers of Rights. Any person or entity to which Shares are transferred by a
Stockholder, whether voluntarily or by operation of law, shall be bound by the voting obligations
imposed upon the transferor under this Agreement, to the same extent as if such transferee were a
Stockholder hereunder. No Stockholder shall transfer any Shares unless the transferee provides a
written instrument to the Company notifying the Company of such transfer and agreeing in writing to
be bound by the terms of this Agreement.
7. General.
(a) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(b) Specific Performance. In addition to any and all other remedies that may be
available at law in the event of any breach of this Agreement, each party hereto shall be entitled
to specific performance of the agreements and obligations of the Stockholders hereunder and to such
other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.
(c) Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware (without reference to the conflicts of law
provisions thereof). THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY
WITH RESPECT TO DISPUTES ARISING UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND CONSENT TO A
BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT.
(d) Notices. All notices, requests, consents, and other communications under this
Agreement shall be in writing and shall be deemed delivered (i) upon personal delivery to the party
to be notified, (ii) when sent by confirmed electronic mail, or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day, (iii) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or
(iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next
5
day delivery, with written verification of receipt, in each case to the intended recipient as
set forth below:
If to the Company, at Sourcefire, Inc., 0000 Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000,
Attention: General Counsel and Chief Financial Officer, or at such other address as may have been
furnished in writing by the Company to the other parties hereto, with a copy to Xxxxxxxx & Xxxxxxxx
LLP, 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000, Attention: Xxxxxx X. Xxxx, Esq.;
and
If to a Purchaser, at its address set forth on Exhibit A, or at such other address as
may have been furnished in writing by such Purchaser to the other parties hereto, with copies to
(i) Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, Attention: Xxxx X.
Xxxxxx, Esq., (ii) Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq., (iii) Xxxxxx Godward LLP, 00000 Xxxxxxx
Xxxxx, Xxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq.; and
If to an Existing Stockholder, at the address set forth on Exhibit B, or at such other
address as may have been furnished in writing by such Existing Stockholder to the other parties
hereto.
(e) Complete Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings relating to such subject matter.
(f) Amendments and Waivers. This Agreement may be amended and the observance of any
term of this Agreement may be waived with respect to all parties to this Agreement (either
generally or in a particular instance and either retroactively or prospectively), with the written
consent of (i) the Company, (ii) the holders of at least two-thirds of the Series A Preferred Stock
then-outstanding, (iii) the holders of at least sixty percent (60%) of the Series B Preferred Stock
then-outstanding, (iv) the holders of at least a majority of the Series C Preferred Stock
then-outstanding, (v) the holders of at least a majority of the Series D Preferred Stock
then-outstanding, and (vi) those Existing Stockholders holding Shares representing at least a
majority of the outstanding Shares then held by the Existing Stockholders; provided,
however, Sections 1(e) and 1(k) and this Section 7(f) may not be waived or amended without
the prior written consent of Meritech. The Company shall give prompt written notice of any
amendment or waiver hereunder to any party hereto that did not consent in writing to such amendment
or waiver. Any amendment, termination or waiver effected in accordance with this Section 7(f)
shall be binding on all parties hereto, even if they do not execute such consent. No waivers of or
exceptions to any term, condition or provision of this Agreement, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition
or provision.
(g) Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.
6
(h) Counterparts; Facsimile Signatures. This Agreement may be executed in any number
of counterparts each of which shall be deemed to be an original, and all of which together shall
constitute one and the same document. This Agreement may be executed by facsimile signatures.
(i) Section Headings and References. The section headings are for the convenience of
the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of
the parties. Any reference in this Agreement to a particular section or subsection shall refer to
a section or subsection of this Agreement, unless specified otherwise.
(j) Attorneys’ Fees. In the event that any suit or action is instituted under or in
relation to this Agreement, including without limitation to enforce any provision in this
Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party
all fees, costs and expenses of enforcing any right of such prevailing party under or with respect
to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and expenses of appeals.
(k) Amendment of Prior Agreement. The Prior Agreement is hereby amended and
superseded in its entirety and restated herein. All provisions of, rights granted and covenants
made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall
have no further force or effect.
{Signatures on Following Page}
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IN WITNESS WHEREOF, this Fourth Amended and Restated Stockholders’ Voting Agreement has been
executed by the parties hereto as of the day and year first above written.
| COMPANY: | ||||||||
| SOURCEFIRE, INC. | ||||||||
| By: | /s/ E. Xxxxx Xxxxxxx, III | |||||||
| Name: E. Xxxxx Xxxxxxx, III | ||||||||
| Title: Chief Executive Officer | ||||||||
| EXISTING STOCKHOLDERS: | ||||||||
| By: | /s/ E. Xxxxx Xxxxxxx, III | |||||||
| E. Xxxxx Xxxxxxx, III | ||||||||
| By: | /s/ Xxxxxx XxXxxxxxx | |||||||
| Xxxxxx XxXxxxxxx | ||||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||||
| Xxxxxx Xxxxxx | ||||||||
| Xxxx Xxxxxxx | ||||||||
| Xxxxxxx Xxxxxxxxx and Xx-Xxxxxxx Xxxxxxxxx, | ||||||||
| Co-Trustees, Xxxxxxxxx Family Revocable Living Trust of 2002 | ||||||||
| By: | ||||||||
| Xxxxxxx Xxxxxxxxx, Co-Trustee | ||||||||
| By: | ||||||||
| Xxxxxxx Xxxxxxxxx, Co-Trustee | ||||||||
Sourcefire — Series D Voting Agreement
| SERIES D PURCHASERS: | ||||||
| Meritech Capital Partners III L.P. | ||||||
| By: | Meritech Capital Associates III L.L.C. its General Partner |
|||||
| By: | Meritech Management Associates III L.L.C.
a managing member |
|||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||
| Xxxxxxx X. Xxxxxx, a managing member | ||||||
| Meritech Capital Affiliates III L.P. | ||||||
| By: | Meritech Capital Associates III L.L.C.
its General Partner |
|||||
| By: | Meritech Management Associates III L.L.C.
a managing member |
|||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||
| Xxxxxxx X. Xxxxxx, a managing member | ||||||
Sourcefire — Series D Voting Agreement
| SEQUOIA CAPITAL FRANCHISE FUND SEQUOIA CAPITAL FRANCHISE PARTNERS |
||||||
| By: SCFF Management, LLC a Delaware Limited Liability Company General Partner of Each |
||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Managing Member | ||||||
Sourcefire — Series D Voting Agreement
| NEW ENTERPRISE ASSOCIATES 10, LIMITED | ||||||
| PARTNERSHIP | ||||||
| By: NEA Partners 10, Limited Partnership | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx III | |||||
| Name: Xxxxxxx X. Xxxxxxx III | ||||||
| Title: General Partner | ||||||
| XXXX X. XXXXXX | ||||||
Sourcefire — Series D Voting Agreement
| SIERRA VENTURES VIII-A, L.P. | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: Xxx Xxxxxx | ||||||
| Title: Manager | ||||||
| on behalf of Sierra Ventures Associates VIII, LLC
the General Partner of Sierra Ventures VIII-A, L.P. |
||||||
| SIERRA VENTURES VIII-B, L.P. | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: Xxx Xxxxxx | ||||||
| Title: Manager | ||||||
| on behalf of Sierra Ventures Associates VIII, LLC the General Partner of Sierra Ventures VIII-B, L.P. |
||||||
| SIERRA VENTURES ASSOCIATES VIII, L.L.C., as nominee for its members: |
||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: Xxx Xxxxxx | ||||||
| Title: Manager | ||||||
| SIERRA VENTURES VII, L.P. | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Manager | ||||||
| on behalf of Sierra Ventures Associates VII, LLC the General Partner of Sierra Ventures VII, L.P. |
||||||
| SIERRA VENTURES ASSOCIATES VII, L.L.C., as nominee for its members |
||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Manager | ||||||
Sourcefire — Series D Voting Agreement
| CORE CAPITAL PARTNERS, L.P. | ||||||
| By: | /s/ Pascal Luck | |||||
| Name: | Pascal Luck | |||||
| Title: | Managing Director | |||||
| MINOTAUR LLC | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Managing Member | |||||
| MINOTAUR ANNEX LLC | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Managing Member | |||||
| INFLECTION POINT VENTURES, L.P. | ||||||
| By: Inflection Point Associates, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Inflection Point Management, LLC | ||||||
| Its: General Partner | ||||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Manager | |||||
| INFLECTION POINT VENTURES II, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Inflection Point SBIC Associates LLC | ||||||
| Its: General Partner | ||||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Manager | |||||
Sourcefire — Series D Voting Agreement
| SERIES C PURCHASERS | ||||||
| SEQUOIA CAPITAL FRANCHISE FUND | ||||||
| SEQUOIA CAPITAL FRANCHISE PARTNERS | ||||||
| By: SCFF Management, LLC | ||||||
| a Delaware Limited Liability Company | ||||||
| General Partner of Each | ||||||
| By: | /s/ Xxxxxxx Xxxxx | |||||
| Managing Member | ||||||
| NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP | ||||||
| By: NEA Partners 10, Limited Partnership | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx III | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | General Partner | |||||
| BIG BASIN PARTNERS, L.P. | ||||||
| By: | ||||||
| Xxxxx Xxxxxxxx | ||||||
| Its: | General Partner | |||||
Sourcefire — Series D Voting Agreement
| SIERRA VENTURES VII, L.P. | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VII, L.P. | ||||||
| SIERRA VENTURES VIII-A, L.P. | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VIII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VIII-A, L.P. | ||||||
| SIERRA VENTURES VIII-B, L.P. | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VIII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VIII-B, L.P. | ||||||
| SIERRA VENTURES ASSOCIATES VII, L.L.C., | ||||||
| as nominee for its members | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Manager | |||||
| SIERRA VENTURES ASSOCIATES VIII, L.L.C., | ||||||
| as nominee for its members | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
Sourcefire — Series D Voting Agreement
| CORE CAPITAL PARTNERS, L.P. | ||||||
| By: | /s/ Pascal Luck | |||||
| Name: | Pascal Luck | |||||
| Title: | Managing Director | |||||
| MINOTAUR FUNDS, LLC | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Managing Member | |||||
| INFLECTION POINT VENTURES, L.P. | ||||||
| By: Inflection Point Associates, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Inflection Point Management LLC | ||||||
| Its: General Partner | ||||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Manager | |||||
| INFLECTION POINT VENTURES II, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Inflection Point SBIC Associates LLC | ||||||
| Its: General Partner | ||||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Manager | |||||
| /s/ XXXX X. XXXXXX | ||||||
| XXXX X. XXXXXX | ||||||
| XXXXX X. XXXXXX, XX. | ||||||
| Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, as | ||||||
| Trustees of the Xxxxxxx Family Revocable | ||||||
| Trust as of April 13, 1998 | ||||||
| By: | /s/ XXXXXX XXXXXXX | |||||
| XXXXXX XXXXXXX | ||||||
| By: | /s/ XXXXX XXXXXXX | |||||
| XXXXX XXXXXXX | ||||||
Sourcefire — Series D Voting Agreement
| SERIES B PURCHASERS: | ||||||
| NEW ENTERPRISE ASSOCIATES 10, LIMITED | ||||||
| PARTNERSHIP | ||||||
| By: NEA Partners 10, Limited Partnership | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx III | |||||
| Name: | Xxxxxxx X. Xxxxxxx III | |||||
| Title: | General Partner | |||||
| NEA VENTURES 2003, LIMITED PARTNERSHIP | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Vice President | |||||
| BIG BASIN PARTNERS, L.P. | ||||||
| By: | ||||||
| Xxxxx Xxxxxxxx | ||||||
| Its: | General Partner | |||||
Sourcefire — Series D Voting Agreement
| SIERRA VENTURES VII, L.P. | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VII, L.P. | ||||||
| SIERRA VENTURES VIII-A, L.P. | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VIII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VIII-A, L.P. | ||||||
| SIERRA VENTURES VIII-B, L.P. | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VIII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VIII-B, L.P. | ||||||
| SIERRA VENTURES ASSOCIATES VII, L.L.C., | ||||||
| as nominee for its members | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Manager | |||||
| SIERRA VENTURES ASSOCIATES VIII, L.L.C., | ||||||
| as nominee for its members | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
Sourcefire — Series D Voting Agreement
| CORE CAPITAL PARTNERS, L.P. | ||||||
| By: | /s/ Pascal Luck | |||||
| Name: | Pascal Luck | |||||
| Title: | Managing Director | |||||
| MINOTAUR FUNDS, LLC | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Managing Member | |||||
| INFLECTION POINT VENTURES, L.P. | ||||||
| By: Inflection Point Associates, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Inflection Point Management LLC | ||||||
| Its: General Partner | ||||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Manager | |||||
| INFLECTION POINT VENTURES II, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Inflection Point SBIC Associates LLC | ||||||
| Its: General Partner | ||||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Manager | |||||
| /s/ XXXX X. XXXXXX | ||||||
| XXXX X. XXXXXX | ||||||
| XXXXX X. XXXXXX, XX. | ||||||
Sourcefire — Series D Voting Agreement
| SERIES A PURCHASERS: | ||||||
| SIERRA VENTURES VII, L.P. | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VII, L.P. | ||||||
| SIERRA VENTURES VIII-A, L.P. | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VIII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VIII-A, L.P. | ||||||
| SIERRA VENTURES VIII-B, L.P. | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
| on behalf of Sierra Ventures Associates VIII, L.L.C., | ||||||
| the General Partner of Sierra Ventures VIII-B, L.P. | ||||||
| SIERRA VENTURES ASSOCIATES VII, L.L.C., | ||||||
| as nominee for its members | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Manager | |||||
| SIERRA VENTURES ASSOCIATES VIII, L.L.C., | ||||||
| as nominee for its members | ||||||
| By: | /s/ Xxx Xxxxxx | |||||
| Name: | Xxx Xxxxxx | |||||
| Title: | Manager | |||||
| CORE CAPITAL PARTNERS, L.P. | ||||||
Sourcefire — Series D Voting Agreement
| By: | /s/ Pascal Luck | |||||
| Name: | Pascal Luck | |||||
| Title: | Managing Director | |||||
| MINOTAUR FUNDS, LLC | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Managing Member | |||||
| INFLECTION POINT VENTURES, L.P. | ||||||
| By: Inflection Point Associates, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Inflection Point Management LLC | ||||||
| Its: General Partner | ||||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Manager | |||||
| INFLECTION POINT VENTURES II, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Inflection Point SBIC Associates LLC | ||||||
| Its: General Partner | ||||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Manager | |||||
| /s/ E. XXXXX XXXXXXX, III | ||||||
| E. XXXXX XXXXXXX, III | ||||||
| MARYLAND DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT | ||||||
| By: | /s/ Xxxx Xxxxxxxxxxxx | |||||
| Name: | Xxxx Xxxxxxxxxxxx | |||||
| Its: | Secretary | |||||
Sourcefire — Series D Voting Agreement
| BIG BASIN PARTNERS, L.P. | ||||||
| By: | ||||||
| Xxxxx Xxxxxxxx | ||||||
| Its: | General Partner | |||||
| Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, as | ||||||
| Trustees of the Xxxxxxx Family Revocable | ||||||
| Trust as of April 13, 1998 | ||||||
| By: | /s/ XXXXXX XXXXXXX | |||||
| XXXXXX XXXXXXX | ||||||
| By: | /s/ XXXXX XXXXXXX | |||||
| XXXXX XXXXXXX | ||||||
Sourcefire — Series D Voting Agreement
EXHIBIT A
List of Purchasers
Name and Address
Meritech Capital Partners III, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
Meritech Capital Affiliates III L.P.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
Sequoia Capital Franchise Fund &
Sequoia Capital Franchise Partners
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Sequoia Capital Franchise Partners
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
New Enterprise Associates 10, Limited Partnership
New Ventures 2003, Limited Partnership
Attn: Xxxxx Xxxxxx
00000 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
New Ventures 2003, Limited Partnership
Attn: Xxxxx Xxxxxx
00000 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
with a copy to:
NEA Ventures 2003, Limited Partnership
Attn: Xxxxx Xxxxxx
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
NEA Ventures 2003, Limited Partnership
Attn: Xxxxx Xxxxxx
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Sourcefire — Series D Voting Agreement
Sierra Ventures VII, L.P.
Sierra Ventures VIII-A, L.P.
Sierra Ventures VIII-B, L.P.
Sierra Ventures Associates VII, LLC, as nominee for its members
Sierra Ventures Associates VIII, LLC, as nominee for its members
Attn: Xxx Xxxxxx
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Sierra Ventures VIII-A, L.P.
Sierra Ventures VIII-B, L.P.
Sierra Ventures Associates VII, LLC, as nominee for its members
Sierra Ventures Associates VIII, LLC, as nominee for its members
Attn: Xxx Xxxxxx
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Core Capital Partners, L.P.
Minotaur Funds, LLC
Minotaur Annex Fund, LLC
Attn: Pascal Luck
000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 20005
Minotaur Funds, LLC
Minotaur Annex Fund, LLC
Attn: Pascal Luck
000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 20005
E. Xxxxx Xxxxxxx, III
0000 Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
0000 Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Inflection Point Ventures II, L.P.
Inflection Point Ventures, L.P.
c/o Xxxxx Xxxxxxx
Delaware Technology Park
00 Xxxxxxxxxx Xxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Inflection Point Ventures, L.P.
c/o Xxxxx Xxxxxxx
Delaware Technology Park
00 Xxxxxxxxxx Xxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Maryland Department of Business and Economic Development
000 X. Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxxx Xxxx
000 X. Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxxx Xxxx
Big Basin Partners, L.P.
00000 Xxx Xxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxxxxx
00000 Xxx Xxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxxxxx
Xxxx X. Xxxxxx
The Xxxxxxx Group
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
The Xxxxxxx Group
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
Xxxxx X. Xxxxxx, Xx.
0000 Xx. Xxxx Xxxxxx
0000 Xx. Xxxx Xxxxxx
Sourcefire — Series D Voting Agreement
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, Trustees
of the Xxxxxxx Family Revocable Trust
of April 13, 1998
Attn: Xxxxxx Xxxxxxx
0000 Xxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
of the Xxxxxxx Family Revocable Trust
of April 13, 1998
Attn: Xxxxxx Xxxxxxx
0000 Xxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Sourcefire — Series D Voting Agreement
EXHIBIT B
List of Existing Stockholders
| 1. | E. Xxxxx Xxxxxxx, III | |
| 2. | Xxxxxx XxXxxxxxx | |
| 3. | Xxxxxx Xxxxxx | |
| 4. | Xxxx Xxxxxxx | |
| 5. | Xxxxxxx Xxxxxxxxx and Xx-Xxxxxxx Xxxxxxxxx, Co-Trustees, Xxxxxxxxx Family Revocable Living Trust of 2002 |
Sourcefire — Series D Voting Agreement
