EXHIBIT 99.5
PURCHASERS
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered
into as of July 15, 2000 by and among Xxxxxxx Xxxxxx & Co., Inc., a corporation
organized under the laws of the State of California ("Schwab"), the Purchasers
(as defined below) and E-Loan, Inc., a corporation organized under the laws of
the State of Delaware (the "Company").
R E C I T A L S
WHEREAS, the Purchasers are acquiring shares of the Company's common stock,
$0.001 par value (the "Common Stock"), pursuant to the Securities Purchase
Agreement (as defined below); and
WHEREAS, the Purchasers, except as set forth in the Securities Purchase
Agreement, cannot transfer any Acquisition Shares (as defined below) until six
months after the Closing (as defined below); and
WHEREAS, the Company is granting a warrant (the "Warrant"), dated April 25,
2000, to Schwab to acquire six million six hundred thousand (6,600,000) shares
of the Common Stock (the "Warrant Shares") with an exercise price of $15.00 per
share and a term of 39 months;
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties and conditions set forth in this Agreement, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. DEFINITIONS.
For purposes of this Agreement, in addition to the definitions set forth
above and elsewhere herein, the following terms shall have the following
respective meanings:
"ACQUISITION SHARES" shall mean the shares of Common Stock acquired by the
Purchasers pursuant to the Securities Purchase Agreement.
"CLOSING" shall mean the closing of the purchase of the Acquisition Shares
by the Purchasers pursuant to the Securities Purchase Agreement.
"COMMISSION" shall mean the United States Securities and Exchange
Commission and any successor agency.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"HOLDER" shall mean the Purchasers and Schwab and all transferees or
assignees thereof to whom the rights under this Agreement are assigned in
accordance with the provisions of Section 8 hereof.
"PERSON" shall mean an individual, corporation, partnership, limited
partnership, syndicate, person (including, without limitation, a "person" as
defined in Section 13(d)(3) of the Exchange Act), trust, association or entity
or government, political subdivision, agency or instrumentality of a government.
"PURCHASERS" shall mean the Purchasers of the Company's Common Stock
pursuant to the Securities Purchase Agreement and listed on the signature page
thereto.
"REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act and the declaration or ordering of
effectiveness of such registration statement or document.
"REGISTRABLE STOCK" shall mean (a) the Acquisition Shares, (b) the Warrant
Shares, (c) any shares of Common Stock issued as a dividend or other
distribution with respect to, or in exchange for, or in replacement of, any of
the Acquisition Shares and/or the Warrant Shares, and (d) any shares of Common
Stock issued by way of a stock split of the Acquisition Shares and/or the
Warrant Shares referred to in clauses (a) or (b) above. For purposes of this
Agreement, any Registrable Stock shall cease to be Registrable Stock when (i) a
registration statement covering such Registrable Stock has been declared
effective and such Registrable Stock has been disposed of pursuant to such
effective registration statement, (ii) such Registrable Stock is sold by a
person in a transaction in which the rights under the provisions of this
Agreement are not assigned, or (iii) all such Registrable Stock may be sold by
any and all Holders pursuant to Rule 144(k) (or any similar provision then in
force, but not Rule 144A) under the Securities Act without registration under
the Securities Act.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"SECURITIES PURCHASE AGREEMENT" shall mean the Securities Purchase
Agreement between the Company and the Purchasers, dated April 25, 2000.
2. RESTRICTIVE LEGEND.
Each certificate representing Acquisition Shares and Warrant Shares shall,
except as otherwise provided in this Section 2, be stamped or otherwise
imprinted with a legend substantially in the form set forth in the Securities
Purchase Agreement or the
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Warrant, as applicable. A certificate shall not bear such legend if in the
opinion of counsel satisfactory to the Company (it being agreed that Howard,
Rice, Nemerovski, Canady, Xxxx and Xxxxxx, A Professional Corporation, shall be
satisfactory) or the Company shall determine that the securities being sold
thereby may be publicly sold without registration under the Securities Act or
the transfer of such securities is permitted under the provisions of Rule 144(k)
or Rule 144A (or any rule permitting public sale without registration under the
Securities Act).
3. REGISTRATION. On or before the four-month anniversary of the Closing,
the Company shall prepare and file with the Commission a registration statement
on Form S-3 or any successor thereto, signed, pursuant to Section 6(a) of the
Securities Act, by the officers and directors of the Company, with respect to
all of the Registrable Stock. The Company shall use its reasonable best efforts
to register under the Securities Act, for public sale, the shares of Registrable
Stock. In connection with this Section 3, the Company shall:
(a) cause such registration statement to become effective on or before the
six-month anniversary of the Closing and to remain effective through and
including the earlier of (i) the time when all of the Registrable Stock has been
sold pursuant to such registration statement or (ii) the time when all of the
Holders of the Registrable Stock can sell all of the Registrable Stock pursuant
to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under
the Securities Act without registration under the Securities Act.
(b) prepare and file with the Commission such amendments and supplements to
such registration statement, signed, pursuant to Section 6 (a) of the Securities
Act, by the officers and directors of the Company, and the prospectus used in
connection therewith as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Stock covered
by such registration statement;
(c) furnish to the Holders such numbers of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus and any amendments or supplements thereto) in conformity with the
requirements of the Securities Act and such other documents and information as
they may reasonably request;
(d) use its reasonable best efforts to register or qualify the Registrable
Stock covered by such registration statement under such other securities or blue
sky laws of such jurisdictions within the United States and Puerto Rico as
required by law for the distribution of the Registrable Stock covered by the
registration statement; PROVIDED, HOWEVER, that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business in or to file a general consent to service of process in any
jurisdiction wherein it would not but for the requirements of this paragraph (d)
be obligated to do so; and PROVIDED, FURTHER, that the Company shall not be
required to qualify such
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Registrable Stock in any jurisdiction in which the securities regulatory
authority requires that any Holder submit any shares of its Registrable Stock to
the terms, provisions and restrictions of any escrow, lockup or similar
agreement(s) for consent to sell Registrable Stock in such jurisdiction unless
such Holder agrees to do so;
(e) promptly notify each Holder for whom such Registrable Stock is 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 any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, and at the request of any such Holder promptly prepare and
furnish to such Holder 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 Holders of such securities, 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 in
light of the circumstances under which they were made;
(f) enter into customary agreements and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of the
Registrable Stock to be so included in the registration statement;
(g) otherwise use its reasonable best efforts to comply with all applicable
rules and regulations of the Commission;
(h) use its reasonable best efforts to list the Registrable Stock covered
by such registration statement with any securities exchange on which Holder
Common Stock is then listed; and
(i) after the effectiveness of the registration statement, cooperate with
the Holders to facilitate the timely preparation and delivery of certificates
representing the Registrable Stock to be sold, which certificates shall not bear
any restrictive legends other than restrictive legends still required to be
imposed by the Warrant or the Securities Purchase Agreement.
4. SUSPENSION OF TRADING. Notwithstanding any other provision of this
Agreement, the Company shall have the right at any time to require that all
Holders suspend further open market offers and sales of Registrable Stock
whenever, and for so long as, in the reasonable judgment of the Company in good
faith based upon the advice of counsel satisfactory to the Holders of a majority
of the Registrable Stock, there is in existence material undisclosed information
or events with respect to the Company (the "SUSPENSION RIGHT") such that the
registration statement would contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made. In the event the Company exercises the Suspension Right,
such suspension will continue for such period of time reasonably necessary for
disclosure to occur at a time that is not materially detrimental to the Company
or until such time as the registration statement does not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein
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or necessary to make the statements therein not misleading in light of the
circumstances under which they were made, each as determined in good faith by
the Company. The Company will promptly give the Holders notice, in a writing
signed by an executive officer of the Company, of any exercise of the Suspension
Right. The Company agrees to notify the Holders promptly upon termination of the
Suspension Right. Notwithstanding the foregoing, under no circumstances shall
Holder be entitled to exercise the Suspension Right for more than sixty calendar
days in any twelve-month period.
5. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the Holders shall furnish to the Company such information regarding themselves,
the Registrable Stock held by them, and the intended method of disposition of
such securities as the Company shall reasonably request and as shall be required
in connection with the action to be taken by the Company.
6. EXPENSES OF REGISTRATION. All expenses incurred in connection with the
registration pursuant to this Agreement, including without limitation all
registration, filing and qualification fees, word processing, duplicating,
printers' and accounting fees (including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance), fees of the National Association of Securities Dealers, Inc. or
listing fees, messenger and delivery expenses, all fees and expenses of
complying with state securities or blue sky laws, reasonable fees and
disbursements of counsel for the Company, and the fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Holders holding
a majority of the Acquisition Shares and shall be satisfactory to the Company
(it being agreed that Howard, Rice, Nemerovski, Canady, Xxxx & Rabkin shall be
satisfactory)), shall be paid by the Company. The parties agree that all
underwriting discounts and commissions shall be the responsibility of the
Holders.
7. INDEMNIFICATION. (a) To the extent permitted by applicable law, the
Company shall indemnify and hold harmless each Holder, such Holder's directors
and officers, any underwriter (as defined in the Securities Act), and each
person, if any, who controls such Holder or underwriter within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Securities Act or any other
applicable state or federal law, insofar as such losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based on any
untrue or alleged untrue statement of any material fact contained in such
registration statement on the effective date thereof (including any prospectus
filed under Rule 424 under the Securities Act or any amendments or supplements
thereto) or arise out of or are based upon the omission or alleged omission to
state therein a material fact
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required to be stated therein or necessary to make the statements therein not
misleading, and shall reimburse each such Holder, such Holder's directors and
officers, such underwriter or controlling person for any legal or other expenses
reasonably incurred by them (but not in excess of expenses incurred in respect
of one counsel and one local counsel for all of them unless, in the reasonable
judgment of an indemnified party there is potential conflict of interest between
any indemnified parties, which indemnified parties may be represented by
separate counsel and local counsel) in connection with investigating or
defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER,
that the indemnity agreement contained in this Section 7(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld); PROVIDED, FURTHER, that the Company shall
not be liable to any Holder, such Holder's directors and officers, underwriter
or controlling person in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in connection with such registration statement, preliminary prospectus,
final prospectus or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, such Holder's directors and officers,
underwriter or controlling person. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of any such Holder,
such Holder's directors and officers, underwriter or controlling person, and
shall survive the transfer of such securities by such Holder.
(b) To the extent permitted by applicable law, each Holder shall indemnify
and hold harmless the Company, each of its directors and officers, each person,
if any, who controls the Company within the meaning of the Securities Act, and
any underwriter (within the meaning of the Securities Act) for the Company
against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such director, officer, controlling person or underwriter may
become subject, under the Securities Act or any other applicable state or
federal law, insofar as such losses, claims, damages or liabilities (or
proceedings in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement on the effective date thereof (including any prospectus
filed under Rule 424 under the Securities Act or any amendments or supplements
thereto) or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in such registration statement in reliance upon and
in conformity with written information furnished expressly by or on behalf of
such Holder for use in connection with such registration; and each such Holder
shall reimburse any legal or other expenses reasonably incurred by the Company
or any such director, officer, controlling person, agent or underwriter (but not
in excess of expenses incurred in respect of one counsel and one local counsel
for all of them unless, in the reasonable judgment to of an indemnified party,
there is a conflict of interest between any indemnified parties, which
indemnified parties may be represented by
6
separate counsel and local counsel) in connection with investigating or
defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER,
that the indemnity agreement contained in this Section 7(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of such Holder (which consent
shall not be unreasonably withheld), and PROVIDED, FURTHER, that the liability
of each Holder hereunder shall be limited to the proportion of any such loss,
claim, damage, liability or expense which is equal to the proportion that the
net proceeds from the sale of the shares sold by such Holder under any such
registration statement bears to the total net proceeds from the sale of all
securities sold thereunder, but not in any event to exceed the net proceeds
received by such Holder from the sale of Registrable Stock covered by such
registration statement.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in and assume the
defense thereof with counsel selected by the indemnifying party and reasonably
satisfactory to the indemnified party; PROVIDED, HOWEVER, that the exercise of
the foregoing right shall be conditioned upon the written acknowledgment of the
indemnifying party to the indemnified party of the indemnifying party's
obligation hereunder to indemnify the indemnified party for any losses arising
from such action; and PROVIDED FURTHER, that in such event, the indemnified
party shall have the right to retain its own counsel and local counsel, with all
fees and expenses thereof to be paid by such indemnified party, and to be
apprised of all progress in any proceeding the defense of which has been assumed
by the indemnifying party. The failure to notify an indemnifying party promptly
of the commencement of any such action, shall only release the indemnifying
party from any of its obligations under this Section 7(c) if, and only to the
extent that, such indemnifying party is materially prejudiced by such failure,
but the omission to so notify the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section.
(d) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the 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
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages or liabilities
referred to above shall be deemed to
7
include any legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
8. TRANSFER OF REGISTRATION RIGHTS. The rights of any Holder under this
Agreement with respect to any Registrable Stock may be transferred to any
transferee of such Registrable Stock; PROVIDED, however, that (i) the
transferring Holder shall give the Company written notice at or prior to the
time of such transfer stating the name and address of the transferee and
identifying the securities with respect to which the rights under this Agreement
are being transferred; (ii) such transferee shall agree in writing, in form and
substance reasonably satisfactory to the Company, to be bound as a Holder by the
provisions of this Agreement; and (iii) immediately following such transfer the
further disposition of such securities by such transferee is restricted under
the Securities Act. Except as set forth in this Section 8, no transfer of
Registrable Stock shall cause such Registrable Stock to lose such status.
Notwithstanding any other provision of this Agreement, the Company is aware that
each of FT Ventures, TPF or Benchmark (as such terms are defined in the
Securities Purchase Agreement) may distribute all or part of the Registrable
Stock which it holds to its general and limited partners (the "Partners") and
the Partners shall have a right to become Holders pursuant to this Agreement;
provided that, the Partners comply with the provisions of this Section 8.
9. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties hereto. Except
as expressly provided in this Agreement, nothing in this Agreement, express or
implied, is intended to confer upon any person other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement.
10. COUNTERPARTS; TITLES. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute one and the
same agreement. The titles of the Sections of this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.
11. NOTICES. Any notice required or permitted under this Agreement shall be
in writing and shall be delivered in person or mailed by certified or registered
mail, return receipt requested, overnight courier or facsimile, directed to (a)
the Holders
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at The Xxxxxxx Xxxxxx Corporation, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX
00000, attention: Xxxxxxxxxxx X. Xxxxx, facsimile (000) 000-0000, with a copy to
Howard, Rice, Nemerovski, Canady, Xxxx & Rabkin, A Professional Corporation, at
Three Xxxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000, attention:
Xxxxxxxx X. Xxxxxx, facsimile (000) 000-0000; or (b) to the Company at E-Loan,
Inc., 0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000, attention: Xxxxxxx Xxxxx,
facsimile (000) 000-0000, with a copy to, E-Loan, Inc., 0000 Xxxxxx Xxxx, Xxxxx
000, Xxxxxx, XX, attention: Xxxxxx X. Xxxxxxxx, facsimile: (000) 000-0000, or,
in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others. Copies of the notices provided
to The Xxxxxxx Xxxxxx Corporation shall also be provided to each of the other
Purchasers at the addresses set forth on Exhibit A hereto, or, in any such case,
at such other address or addresses as shall have been furnished in writing by
the Purchasers to the Company. The giving of any notice required hereunder may
be waived in writing by the parties hereto. Every notice or other communication
hereunder shall be deemed to have been duly given or served on the date on which
personally delivered, or on the date actually received.
12. AMENDMENTS AND WAIVERS. Any provision of this Agreement may be amended
and the observance of any provision of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders of
at least 50% of the Acquisition Shares; provided that, for purposes of this
Section 12, each of FT Ventures, TPF and Benchmark shall be deemed to own all of
the shares of Registrable Stock owned by any of its Partners and shall represent
their interests. Any amendment or waiver effected in accordance with this
Section 12 shall be binding upon each Holder of any securities subject to this
Agreement at the time outstanding (including securities into which such
securities are convertible), each future Holder and all such securities, and the
Company. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.
13. SEVERABILITY; ENTIRE AGREEMENT. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provisions
shall be excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provisions were so excluded and shall be enforceable in
accordance with its terms. All prior agreements of the parties concerning the
subject matter of this Agreement are expressly superseded by this Agreement.
This Agreement contains the entire Agreement of the parties concerning the
subject matter hereof. Any oral representations or modifications of this
Agreement shall be of no effect.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to conflicts
of law principles.
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15. FORUM; WAIVER OF JURY TRIAL. (a) All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any
California state or federal court sitting in the City and County of San
Francisco. The parties hereto hereby (i) submit to the exclusive jurisdiction of
any California state or federal court sitting in the City and County of San
Francisco for the purpose of any action or proceeding arising out of or relating
to this Agreement brought by any party hereto, and (ii) waive, and agree not to
assert by way of motion, defense, or otherwise, in any such Action, any claim
that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the
action or proceeding is brought in an inconvenient forum, that the venue of the
action or proceeding is improper, or that this Agreement may not be enforced in
or by any of the above-named courts.
(b) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
"COMPANY":
E-LOAN, Inc.
/s/ XXXXXXXXX XXXXXX
______________________________________________
Name: Xxxxxxxxx Xxxxxx
Title: Chief Executive Officer
"PURCHASERS":
The Xxxxxxx Xxxxxx Corporation Technology Partners Fund VI,
L.P.
By: TP Management VI, L.L.C.
By: /s/ XXXXXX X. XXXXX By:/s/ XXX XXXXXXXXXX
_______________________________________ ____________________________
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
Title: Vice Chairman and Title: Managing Member
President, Schwab Retail Group
Abbey National Treasury Services Financial Technology Ventures,
Overseas Holdings L.P.
Financial Technology Ventures
(Q), . L.P.
By: Financial Technology
Management, L.L.C., their
General Partner
By: /s/ XXXX XXXXXXX By:/s/ XXXXX XX
_______________________________________ ____________________________
Name: Xxxx Xxxxxxx Name: Xxxxx Xx
Title: Title: Managing Member
Benchmark Capital Partners IV, X.X. Xxxxxxx Xxxxxx & Co., Inc.
as nominee for
Benchmark Capital Partners IV, L.P.
Benchmark Founders' Fund IV, L.P. By:/s/ XXXXXX X. XXXXX
____________________________
Benchmark Founders' Fund IV-A, L.P. Name: Xxxxxx X. Xxxxx
and related individuals Title: Vice Chairman and
President, Schwab
By: Benchmark Capital Management Retail Group
Co. IV, L.L.C., their general partner
By: /s/ XXXXX XXXXXXXX
_______________________________________
Name: Xxxxx Xxxxxxxx, Managing Member
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EXHIBIT A
LIST OF PURCHASERS
PURCHASERS
The Xxxxxxx Xxxxxx Corporation
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Abbey National Treasury Services
Overseas Holdings
00-00 Xxxxxx Xxxxxx
Xxxxxx XX0 0XX
Xxxxxx Xxxxxxx
Attention: Xxxxxxxxx Xxxxxxx
Fax No.: 000-00-000000-0000
Financial Technology Ventures L.P.
Financial Technology Ventures (Q) L.P.
000 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxx
Fax No.: (000) 000-0000
Benchmark Capital Partners IV, L.P.
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Fax No.: (000) 000-0000
Technology Partners Fund VI, L.P.
000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxx Xxxxxxxxxx
Fax No.: (000) 000-0000
12
