JOINDER AGREEMENT
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The undersigned is executing and delivering this Joinder Agreement pursuant
to an agreement between the undersigned and XxxXxxxxxx.xxx, Inc., a Delaware
corporation (the "Company") to purchase from the Company _______ Series A
Preferred Stock at a price per share of $71.84, for an aggregate consideration
of $____.
1. By executing this Joinder Agreement, the undersigned hereby agrees to
become a party to, to be bound by, and to comply with the provisions of the
Series A Preferred Stock Purchase Agreement, dated March 17, 2000, executed by
and among the Company and the Investors named therein (the "Stock Purchase
Aareement"), as if the undersigned was an original Investor party to the Stock
Purchase Agreement. The undersigned hereby ratifies, as of the date hereof, all
representations and warranties and agrees to be bound by, all provisions
applicable to Investors contained in the Stock Purchase Agreement.
2. By executing this Joinder Agreement, the undersigned hereby agrees to
become a party to, to be bound by, and to comply with the provisions of the
Stockholders' Agreement, dated March 17, 2000, executed by and among the Company
and the stockholders named therein (the "Stockholders' Agreement") as if the
undersigned was an original Stockholder party to the Stockholders' Agreement.
The undersigned hereby agrees to be bound by all provisions of the Stockholders'
Agreement.
3. By executing this Joinder Agreement, the undersigned hereby agrees to
become a party to, to be bound by, and to comply with the provisions of the
Investors' Rights Agreement, dated March 17, 2000, executed by and among the
Company and the Investors named therein (the "Investors' Rights Agreement"), as
if the undersigned was an original Investor party to the Investors' Rights
Agreement. The undersigned hereby agrees to be bound by all provisions of the
Investors' Rights Agreement.
4. The undersigned acknowledges and confirms that it has received a copy of
the Stock Purchase Agreement, the Stockholders' Agreement and the Investors'
Rights Agreement and all exhibits and schedules thereto. This Agreement will
become effective upon its execution by both parties.
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of
the ______ day of March, 2000.
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ACCEPTED AND AGREED TO:
SKY XXXXXXX.XXX, INC.
By:
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Name:
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Title:
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