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EXHIBIT E
STANDSTILL AGREEMENT
This Standstill Agreement (the "Agreement"), dated as of June 1, 1999,
is between Advanced Radio Telecom Corp., a Delaware corporation (the "Company")
and each of the parties listed on Schedule I hereto (the "Purchasers").
WHEREAS, simultaneously with the execution of this Agreement, the
Purchasers are entering into an agreement to purchase shares of the Company's
Series A and Series B Convertible Preferred Stock (the "Preferred Stock")
pursuant to the Stock Purchase Agreement (the "Purchase Agreement") among the
Company and the Purchasers dated as of the date hereof; and
WHEREAS, the Company and each of the Purchasers desire to establish in
this Agreement certain conditions of such Purchaser's and such Purchaser's
Affiliates' relationship with Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Agreement, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
(a) "ACQUISITION PROPOSAL" shall mean a bona fide, written
proposal, which proposal includes all material terms of a proposed
transaction, received by the Board of Directors of the Company from any
Person or Group proposing to enter into a transaction which, if
effected, would constitute a Change of Control of the Company.
(b) "AFFILIATE" shall have the meaning given it in Rule 12b-2
under the Exchange Act.
(c) "ASSOCIATE" shall have the meaning given it in Rule 12b-2
under the Exchange Act.
(d) "BENEFICIAL OWNER" shall have the meaning given it in Rule
13(d)(3) under the Exchange Act; and "Beneficially Own" and "Beneficial
Ownership" shall apply to securities held by a Beneficial Owner.
(e) "CHANGE OF CONTROL" shall mean (1) the acquisition by a
Third Party of more than 50% of the Company's then outstanding Voting
Stock, excluding however, a purchase agreement with an underwriter or
group of underwriters in a registered public offering to the public;
(2) the consummation of a merger, acquisition, consolidation or
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reorganization or series of such related transactions involving the
Company, unless both (x) immediately after such transaction or
transactions, the stockholders of the Company immediately prior to such
transaction shall Beneficially Own at least 50% of the outstanding
Voting Stock of the Company (or, if the Company shall not be the
surviving company in such merger, consolidation or reorganization, the
Voting Stock of the surviving corporation issued in such transaction in
respect of Voting Stock of the Company shall represent at least 50% of
the Voting Stock of such surviving company), and (y) the Company is not
subject to an agreement that provides that individuals who are
directors of the Company immediately prior to such transaction (or
individuals designated by the Company at or before the closing of such
transaction) shall constitute less than a majority of the directors of
the Company (or such surviving company, as the case may be) after the
closing of such transaction; (3) a change or changes in the membership
of the Company's Board of Directors which represents a change of a
majority or more of such membership during any twelve month period
(unless such change or changes in membership are caused by the actions
of the then-existing Board of Directors); (4) an Insolvency Proceeding
(as defined below); or (5) the consummation of a sale of all or
substantially all of the Company's assets unless immediately after such
transaction, the stockholders of the Company immediately prior to such
transaction shall beneficially own at least 50% of the Voting Stock of
the acquiring company.
(f) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.
(g) "GROUP" shall have the meaning provided in Section
13(d)(3) of the Exchange Act.
(h) "INSOLVENCY PROCEEDING" shall mean (1) an assignment for
the benefit of creditors, (2) the filing by the Company of a petition
to have the Company adjudged insolvent, bankrupt or seeking a
reorganization or liquidation under any law relating to bankruptcy,
insolvency or receivership, (3) an appointment of a receiver or trustee
for all or substantially all of the assets of the Company unless
appointed without the Company's consent, in which case if after 60 days
such appointment has not been vacated or stayed, (4) a public admission
in writing of the Company's inability to pay its debts as they come
due, or (5) the adoption of a plan of liquidation or dissolution by the
Board of Directors of the Company.
(i) "PERSON" means an individual, corporation, partnership,
association, trust, unincorporated organization or other entity.
(j) "STOCKHOLDERS AGREEMENT" shall mean the Stockholders
Agreement in the form attached as Exhibit A, and as amended with the
agreement of the Company.
(k) "THIRD PARTY" shall mean any Person (other than any
Purchaser and its Affiliates and Associates) or Group (other than any
Group that includes any Purchaser or its Affiliates or Associates).
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(l) "TOTAL VOTING POWER" at any date, with respect to any
Person, shall mean the total combined Voting Power of all the Voting
Stock of such Person then outstanding and entitled to vote.
(m) "TWO-THIRDS IN INTEREST" means, prior to the closing of
the transactions contemplated by the Purchase Agreement, Purchasers
(and permitted assignees) who have agreed to purchase more than 66 2/3%
of the shares of Preferred Stock pursuant to the Purchase Agreement
and, on and after the closing of the transactions contemplated by the
Purchase Agreement, Purchasers (and transferees, pursuant to Section
4.01(a) hereof) holding more than 66 2/3% of the shares of Preferred
Stock purchased pursuant to the Purchase Agreement then owned by the
Purchasers.
(n) "VOTING POWER" with respect to any Voting Securities of
any Person on any date shall mean the voting power in the general
election of directors of the relevant Person to which such Voting
Securities would be entitled on such date.
(o) "VOTING STOCK" of any Person shall mean any securities
entitled to vote generally in the election of directors of such Person,
or any direct or indirect rights or options or warrants to acquire any
such securities or any securities (including, without limitation, the
Preferred Stock) convertible or exercisable into or exchangeable for
such securities, whether or not such securities are so convertible,
exercisable or exchangeable at the time of determination.
ARTICLE II
TERM
SECTION 2.01 TERM. The term (the "Term") of this Agreement shall
commence on the date hereof and shall continue until the earliest to occur of
the following:
(a) the fourth anniversary of the Closing under the Purchase
Agreement;
(b) the termination of the Purchase Agreement prior to the
Closing in accordance with its terms; and
(c) the date, following the Closing, on which the Company has
no further obligations under Section 4.9 of the Purchase Agreement with
respect to the election to the Company's Board of Directors of any
nominee of UST or Oak Investment Partners and no nominee of UST or Oak
Investment Partners designated and elected to the Company's Board of
Directors pursuant to the provisions of Section 4.9 of the Purchase
Agreement is a director of the Company.
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ARTICLE III
STANDSTILL PROVISIONS
SECTION 3.01 RESTRICTIONS OF CERTAIN ACTIONS. Each of the Purchasers
hereby severally agrees that during the Term, neither it nor any Affiliate or
Associate of such Purchaser will, singly or as part of a Group, directly or
indirectly:
(a) acquire or offer, make a proposal or agree to acquire
(whether publicly or otherwise), in any manner, any material assets of
the Company or its subsidiaries or any equity securities of the Company
or its subsidiaries (or Beneficial Ownership thereof), except (1)
pursuant to a stock split, stock dividend, recapitalization,
reclassification or similar transaction not effected pursuant to a
violation of this Section 3.01, (2) upon the conversion of the
Preferred Stock into Common Stock in accordance with the Company's
Certificate of Incorporation, (3) pursuant to the Rights Agreement
dated as of June 20, 1997 between the Company and BankBoston, N.A. or
(4) pursuant to the exercise of rights pursuant to Section 4.16 of the
Purchase Agreement.
(b) make or in any way propose or participate in any
"solicitation" of "proxies" to vote (as such terms are defined in Rule
14a-1 under the Exchange Act), solicit any consent or communicate with
or seek to advise or influence any Person, other than the Company, with
respect to the solicitation or voting of any Voting Securities of the
Company in opposition to any matter that has been recommended by the
Board or in favor of any matter that has not been approved by the
Board, or become a "participant" in any "election contest" (as such
terms are defined or used in Rule 14a-11 under the Exchange Act) with
respect to Company except pursuant to the Stockholders Agreement.
(c) form, be a member of, join or encourage the formation of,
any Group with respect to any Voting Securities of the Company or the
acquisition of any assets of the Company other than any such Group
resulting from, and solely to the extent set forth in, the Stockholders
Agreement;
(d) deposit any Voting Stock of the Company into a voting
trust or subject any such Voting Stock to any arrangement or agreement
with respect to the voting thereof other than the Stockholders
Agreement;
(e) seek election to or seek to place a representative on the
Board of Directors of the Company (except pursuant to Section 4.10 of
the Purchase Agreement or Section 4.4 of the Certificate of Designation
(the "Certificate") relating to the Preferred Stock and except for any
chief executive officer of the Company) or seek the removal of any
member of the Board of Directors the Company other than pursuant to the
Stockholders Agreement or the Certificate;
(f) call or seek to have called any meeting of the
stockholders of Company other than participation as a director of the
Company in calling, or seeking to have called, meetings of stockholders
generally;
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(g) solicit, seek to effect, negotiate with or provide any
information to any other party with respect to, or make any statement
or proposal, whether written or oral, to the Board of Directors of
Company or otherwise make any public announcement or proposal
whatsoever with respect to a merger or acquisition of the Company the
sale of all or a substantial portion of the assets of the Company and
its subsidiaries, liquidation of the Company, recapitalization of the
Company or similar business transactions with respect to the Company or
take any action which might require either party to make a public
announcement with respect to any such matters (the foregoing shall not
limit the Purchaser from discussing any Third Party Acquisition
Proposal with, or providing any information with respect thereto to,
the Company or other Purchasers); or
(h) instigate, encourage or assist, or enter into any
discussions or arrangements with, any Third Party to do any of the
actions described in Sections 3.01(a) through (h) (the foregoing shall
not limit the Purchaser from discussing any Third Party Acquisition
Proposal with the Company or other Purchasers);
(i) If any Purchaser or any of its Affiliates or Associates
owns or acquires any Voting Securities in violation of this Agreement,
such Voting Securities shall immediately be disposed of to persons who
are not Affiliates or Associates thereof but only in compliance with
the provisions of this Section 3.01 and Section 4.01; PROVIDED,
HOWEVER, that Company may also pursue any other available remedy to
which it may be entitled as a result of such violation.
Notwithstanding the restrictions contained in this Section 3.01, the Purchasers
shall not be prevented from complying with the requirements of Sections 13(d)
and 16(a) of the Exchange Act and the rules and regulations thereunder, in each
case, as from time to time in effect, or any successor provisions or rules with
respect thereto, or any other applicable law or rule or regulation of any
governmental body. Notwithstanding the restrictions contained in this Section
3.01, if, prior to the Closing (as defined in the Purchase Agreement), the
Company receives an Acquisition Proposal from a Third Party and the Company (i)
publicly announces that it is considering the Acquisition Proposal or that it is
engaged in discussions with respect to a sale or other transaction involving a
Change of Control, (ii) withdraws or modifies its approval of the Stock Purchase
(as defined in the Purchase Agreement) or (iii) notifies the Purchasers of its
intent to terminate the Purchase Agreement pursuant to Section 6.1 (f) of the
Purchase Agreement (each of the foregoing is a "Limited Trigger") then the
Purchasers shall be free to take any action otherwise prohibited by Sections
3.01(a) (but limited to any acquisition from, offer to, proposal to or agreement
with the Company or its subsidiaries), 3.01(b), 3.01(c), 3.01(g) or 3.01(h) in
contemplation of, and to make, an Acquisition Proposal to be made during the
period from the occurrence of the Limited Trigger until the Company notifies the
Purchasers that the Company has rejected such Acquisition Proposal.
SECTION 3.02 SUSPENSION OF RESTRICTIONS. The limitations provided in
Section 3.01 and Section 4.01 shall immediately be suspended upon the occurrence
of any of the following events.
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(a) any Third Party commences a tender or exchange offer
seeking to acquire Beneficial Ownership of 50% or more of the
outstanding shares of Voting Stock, but only if (i) the Company has not
within 10 days after commencement of such offer (or such longer period
as may then be permitted under applicable law for the Company's initial
recommendation with respect to such offer), publicly recommended that
such offer not be accepted, or (ii) all of the material conditions to
such offer relating to the elimination or satisfaction of the material
defensive provisions established by the Company, including any rights
plan or similar defensive provision of the Company have been satisfied
or waived;
(b) the Company's receipt of an Acquisition Proposal from any
Third Party but only if the Company has not, within 15 days after such
receipt, rejected such Acquisition Proposal;
(c) the occurrence of a Change of Control of the Company;
(d) the public announcement by the Company that it is "for
sale";
(e) the execution of a definitive agreement which, if
consummated, would result in a Change of Control of the Company;
(f) the public announcement by or on behalf of any Person or
Group (other than the Purchaser and its Affiliates) of the commencement
of a bona fide proxy or consent solicitation subject to Section 14 of
the Exchange Act (or any successor provision) to elect or remove a
majority of the directors of the Company which is not, within 10 days
after the announcement of such proxy or consent solicitation (or such
longer period as may then be permitted under applicable law for the
Company's initial recommendation with respect to such contest if such a
period is specified) publicly opposed by the Company's Board of
Directors and which would, if successful, result in a change in the
composition of a majority of the Board of Directors of the Company; or
(g) the adoption by the Board of Directors of a plan of
liquidation or dissolution.
The Company shall provide the Purchaser with prompt written notice of
the occurrence of any of the events set forth in this Section 3.01 or of the
receipt by the Company of an Acquisition Proposal from any Third Party (such
notice to be provided within ten days after receipt thereof, but without
disclosing the terms thereof or the identity of such Third Party). Upon any (i)
withdrawal or lapsing of any such tender or exchange offer referred to in
Section 3.02(a) in which such Third Party does not acquire more than 15% of the
outstanding Voting Stock of the Company, (ii) withdrawal, rejection or
termination of an Acquisition Proposal referred to in Section 3.02(b), (iii) the
public withdrawal of any "for sale" notice referred to in Section 3.02(d), (iv)
the termination of the agreement referred in Section 3.02(e) without
consummation thereof, (v) the withdrawal or termination or failure of the
solicitation referred to in Section 3.02(f) or (vi) the termination of the plan
of liquidation referenced in Section 3.02(g), as the case may be, the
limitations provided in Sections 3.01 and 4.01 (except to the extent then
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suspended as a result of any other event specified in Section 3.02) shall again
be applicable for so long as and only to the extent provided therein without any
extension of the term thereof.
ARTICLE IV
TRANSFER RESTRICTIONS
SECTION 4.01 PERMITTED TRANSFERS. During the Term, but only until the
second anniversary of the Closing under the Purchase Agreement, the Purchaser
shall not sell, pledge, hypothecate, assign or otherwise transfer (each a
"Transfer") any Voting Securities of the Company other than the following
Transfers:
(a) A Transfer to an Affiliate of such Purchaser, provided
that such Affiliate becomes a party to, and agrees to be bound by, this
Agreement;
(b) A Transfer by partnerships by way of distribution to a
limited partner or former limited partner of such Purchaser that is not
an Affiliate of such Purchaser;
(c) A private Transfer (i) to any "person" (within the meaning
of Section 13(d)(3) of the Exchange Act), that is not an Affiliate or
Associate of such Purchaser, which to the knowledge of the Purchaser
after inquiry beneficially owns or, as a result of such sale or
transfer, will beneficially own less than ten percent (10%) of the
Total Voting Power of the Company (a "Permitted Transferee"), PROVIDED,
THAT such person will not be Permitted Transferee and no such transfer
shall be permitted if such person, has proposed a business combination
or similar transaction with, or a Change of Control of the Company or
(ii) to an account managed by an institutional manager described in
Rule 13f-1 of the Exchange Act with respect to which the transferred
Voting Securities would constitute "Section 13(f) securities" within
the meaning of Rule 13f-1(c) of the Exchange Act; and
(d) a sale to the public (i) pursuant to Rule 144 of the
Securities Act or (ii) pursuant to the exercise by the Purchasers of
their rights under the Registration Rights Agreement.
ARTICLE V
MISCELLANEOUS
SECTION 5.01 ENFORCEMENT. Each of the Purchasers, on the one hand, and
Company, on the other, acknowledge and agree that irreparable damage would occur
if any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. Accordingly, the parties will
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically its provisions in any court having
jurisdiction, this being in addition to any other remedy to which they may be
entitled at law or in equity.
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SECTION 5.02 ENTIRE AGREEMENT; WAIVERS. This Agreement, the Purchase
Agreement, the Stockholder Agreement and the Registration Rights Agreement
constitute the entire agreement among the parties hereto pertaining to the
subject matter hereof and thereof and supersede all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties with respect to such subject matter. No waiver of any
provision of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar), shall constitute a continuing
waiver unless otherwise expressly provided nor shall be effective unless in
writing and executed (i) in the case of a waiver by Company, by the Company and
(ii) in the case of a waiver by the Purchasers, by "Two-Thirds in Interest" of
the Purchasers.
SECTION 5.03 AMENDMENT OR MODIFICATION. The parties hereto may not
amend or modify this Agreement except in such manner as may be agreed upon by a
written instrument executed by the Company and Two-Thirds in Interest of the
Purchasers.
SECTION 5.04 SUCCESSORS AND ASSIGNS. All the terms and provisions of
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective transferees, successors and assigns (each of
which such transferees, successors and assigns shall be deemed to be a party
hereto for all purposes hereof); PROVIDED, HOWEVER, that (i) neither Company nor
any Purchaser may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Two-Thirds in Interest of the
Purchasers or the Company, respectively and (ii) no transfer or assignment by
any party shall relieve such party of any of its obligations hereunder.
SECTION 5.05 SEVERABILITY. If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable, the remaining
provisions shall remain in full force and effect. It is declared to be the
intention of the parties that they would have executed the remaining provisions
without including any that may be declared unenforceable.
SECTION 5.06 HEADINGS. Descriptive headings are for convenience only
and will not control or affect the meaning or construction of any provision of
this Agreement.
SECTION 5.07 COUNTERPARTS. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the parties, and
each such executed counterpart will be an original instrument.
SECTION 5.08 NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if in writing (including
telecopy or similar teletransmission), addressed as follows:
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If to the Company, to:
Advanced Radio Telecom Corp.
000 000xx Xxxxxx XX, Xxxxx 0000
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq., General Counsel
Telecopier No: (000) 000-0000 or (000) 000-0000
Telephone No: (000) 000-0000
with a copy to:
Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxx, Esq.
Telecopier No: (000) 000-0000
Telephone No: (000) 000-0000
(a) if to the Purchasers, to such address listed on Schedule I
to the Purchase Agreement, with a copy to:
Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx
& Xxxxxxxxx, LLP
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx, Esq.
Telecopier No: (000) 000-0000
Telephone No: (000) 000-0000
O'Melveny & Xxxxx, LLP
1999 Avenue of the Stars
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxxx Xxxxxxxx, Esq.
Telecopier No: (000) 000-0000
Telephone No: (000) 000-0000
Unless otherwise specified herein, such notices or other communications shall be
deemed received (a) in the case of any notice or communication sent other than
by mail, on the date actually delivered to such address (evidenced, in the case
of delivery by overnight courier, by confirmation of delivery from the overnight
courier service making such delivery, and in the case of a telecopy, by receipt
of a transmission confirmation form or the addressee's confirmation of receipt),
or (b) in the case of any notice or communication sent by mail, three business
days after being sent, if sent by registered or certified mail, with first-class
postage prepaid. Each of the parties hereto shall be entitled to specify a
different address by giving notice as aforesaid to each of the other parties
hereto.
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SECTION 5.09 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the domestic substantive law of the State of New
York, without giving effect to any choice or conflict of law provision or rule
that would cause the application of the law of any other jurisdiction.
SECTION 5.10 TERMINATION. This Agreement will terminate at the end of
the Term or earlier upon the written approval of the Company and Two-Thirds in
Interest of the Purchasers.
SECTION 5.11 FIDUCIARY DUTIES. Notwithstanding the restrictions set
forth herein, any director of the Company may exercise his fiduciary duties in
his capacity as a director with respect to the Company, as opposed to taking
action with respect to the direct or indirect ownership of any Voting Stock, and
no such exercise of fiduciary duties shall be deemed to be a breach of or a
violation of the restrictions set forth herein, and none of the Purchasers shall
have any liability hereunder for any such exercise of fiduciary duties by such
director in his capacity as a director of the Company.
[Remainder of Page Intentionally Blank]
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[Standstill Agreement]
IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Agreement to be executed as of the date first above written by their respective
officers thereunto duly authorized.
The Company: ADVANCED RADIO TELECOM CORP.
By: /s/ XXXXX X. XXXXXX
----------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman and CEO
The Purchasers: U.S. TELESOURCE, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP
By: Oak Associates VIII, LLC, General Partner
/s/ XXXXXX X. XXXXXX
----------------------------------------------------
By: Xxxxxx X. Xxxxxx, Managing Member
OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP
By: Oak VIII Affiliates, LLC, General Partner
/s/ XXXXXXX X. XXXXXX
----------------------------------------------------
By: Xxxxxx X. Xxxxxx, Managing Member
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[Standstill Agreement]
MERITECH CAPITAL AFFILIATES L.P.
By: MeriTech Capital Associates, L.L.C.
its General Partner
By: MeriTech Management L.L.C.
a managing member
By: /s/ XXXX XXXXXX
-----------------------------------------
Xxxx Xxxxxx, a managing member
MERITECH CAPITAL PARTNERS L.P.
By: MeriTech Capital Associates L.L.C.
its General Partner
By: MeriTech Management L.L.C.
a managing member
By: /s/ XXXX XXXXXX
-----------------------------------------
Xxxx Xxxxxx, a managing member
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[Standstill Agreement]
ACCEL VI L.P.
BY: ACCEL VI ASSOCIATES L.L.C.
ITS GENERAL PARTNER
By: /s/ X. XXXXXX SEDNAOUI
---------------------------------------------
Managing Member
ACCEL INTERNET FUND II L.P.
BY: ACCEL INTERNET FUND II ASSOCIATES L.L.C.
ITS GENERAL PARTNER
By: /s/ X. XXXXXX SEDNAOUI
---------------------------------------------
Managing Member
ACCEL KEIRETSU VI L.P.
By: ACCEL KEIRETSU VI ASSOCIATES L.L.C.
ITS GENERAL PARTNER
By: /s/ X. XXXXXX SEDNAOUI
---------------------------------------------
Managing Member
ACCEL INVESTORS '98 L.P.
By: /s/ X. XXXXXX SEDNAOUI
---------------------------------------------
General Partner
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[Standstill Agreement]
BRENTWOOD ASSOCIATES IV, L.P.
By: Brentwood IX Ventures, L.L.C.
Its General Partners
By: /s/ XXXX X. XXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Member
BRENTWOOD AFFILIATES FUND IX, L.P.
By: Brentwood IX Ventures, L.L.C.
Its General Partner
By: /s/ XXXX X. XXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Member
Page 229 of 229
[Standstill Agreement]
WORLDVIEW TECHNOLOGY PARTNERS II, L.P.
By: Worldview Capital II, L.P., General Partner
By: Worldview Equity I, L.L.C., General Partner
By: /s/ XXXXX XXX
-------------------------------------------
Name: Xxxxx Xxx
Title: Member
WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P.
By: Worldview Capital II, L.P., General Partner
By: Worldview Equity I, L.L.C., General Partner
By: /s/ XXXXX XXX
--------------------------------------------------
Name: Xxxxx Xxx
Title: Member
WORLDVIEW STRATEGIC PARTNERS II, L.P.
By: Worldview Capital II, L.P., General Partner
By: Worldview Equity I, L.L.C., General Partner
By: /s/ XXXXX XXX
--------------------------------------------------
Name: Xxxxx Xxx
Title: Member
Page 228 of 229
[Standstill Agreement]
BESSEMER VENTURE PARTNERS IV L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
BESSEC VENTURES IV L.P.
By: Deer IV & Co. LLC, General Partner
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
COVE VENTURES, LLC
By: Cove Road Associates, LLC, Managing Member
By: /s/ XXXXXX XXXXXXX
---------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Member
Page 229 of 229
[Standstill Agreement]
XXXXX CAPITAL MANAGEMENT, L.P.
By: ACM Capital Partners II, L.P., General Partner
By: Xxxx X. Xxxxx, General Partner
By: /s/ XXXX X. XXXXX
-----------------------------------------------
Name: Xxxx X. Xxxxx
Title: General Partner
