JATO COMMUNICATIONS CORP.
SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
JATO COMMUNICATIONS CORP.
SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (the
"AGREEMENT") is made as of this 20th day of January, 2000, by and among JATO
COMMUNICATIONS CORP., a Delaware corporation (the "COMPANY"), the holders of
the Company's Common Stock listed on EXHIBIT A hereto (the "COMMON HOLDERS"),
the holders of the Company's Series B Preferred Stock listed on EXHIBIT B
hereto (the "SERIES B HOLDERS"), the holders of the Company's Series C
Preferred Stock listed on EXHIBIT C hereto (the "SERIES C HOLDERS") and the
holders of the Company's Series D Preferred Stock listed on EXHIBIT D hereto
(the "SERIES D HOLDERS").
RECITALS
WHEREAS, in connection with the sale of the Company's Series C Preferred
Stock to the Series C Holders, the Company, the Common Holders, the Series B
Holders and the Series C Holders entered into an Amended and Restated
Stockholders' Agreement, dated as of September 16, 1999, as amended by the
First Amendment to Amended and Restated Stockholders' Agreement, dated as of
December 22, 1999 (the "PRIOR AGREEMENT") to provide for the future voting of
their shares of the Company's capital stock;
WHEREAS, the Series D Holders are purchasing shares of the Company's
Series D Preferred Stock (the "SERIES D STOCK") pursuant to those certain
Series D Preferred Stock Purchase Agreements (the "PURCHASE AGREEMENTS");
WHEREAS, such Series D Holders were induced by the Company to purchase
the Series D Stock in part by the agreement of the Company, the Stockholders,
the Series B Holders and the Series C Holders to enter into this Agreement;
and
WHEREAS, it is a condition precedent to the obligations of the Series D
Holders to purchase the Series D Stock pursuant to the Purchase Agreements
that the parties hereto enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties agree hereto as follows:
1. GENERAL
(a) AMENDMENT AND RESTATEMENT OF THE PRIOR AGREEMENT. The undersigned
parties who constitute the parties necessary to amend the Prior Agreement
hereby agree that, effective upon the date hereof, the Prior Agreement is
null and void and superseded by the rights and obligations set forth in this
Agreement.
1
2. DEFINITIONS.
(a) "COMMON SHARES" shall mean all shares of capital stock of the
Company registered in the names of the Common Holders or beneficially owned
by them as of the date hereof and any and all other securities of the Company
legally acquired by the Common Holders after the date hereof.
(b) "INITIAL OFFERING" shall mean the Company's first firm commitment
underwritten public offering of its Common Stock registered under the
Securities Act of 1933.
(c) "INVESTORS" shall include the Common Holders, the Series B Holders,
the Series C Holders and the Series D Holders.
(d) "QUALIFIED PUBLIC OFFERING" shall mean a firm commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933 covering the offer and sale of Common Stock
for the account of the Company in which (i) the per share price is at least
equal to the "Target Percentage" (as hereinafter defined) multiplied by the
then-effective Series B Conversion Price (the "SERIES B CONVERSION PRICE"),
determined in accordance with the Company's Restated Certificate of
Incorporation, as filed with the Secretary of State of the State of Delaware
(the "THRESHOLD PRICE"), (ii) the gross cash proceeds to the Company (before
underwriting discounts, commissions and fees) are at least $30,000,000 and
(iii) the shares of Common Stock are listed on any national securities
exchange or have been registered under Section 12(g) of the Securities
Exchange Act of 1934. As used herein, "TARGET PERCENTAGE" shall mean (A) an
amount equal to the product of 2.5 and $1.50 (as adjusted for stock
dividends, combinations, splits, recapitalizations and the like) prior to the
third anniversary of the date hereof and (B) an amount equal to the product
of 3.5 and $1.50 (as adjusted for stock dividends, combinations, splits,
recapitalizations and the like) on or after the third anniversary of the date
hereof.
(e) "SERIES B SHARES" shall mean all shares of capital stock of the
Company registered in the names of the Series B Holders or beneficially owned
by them as of the date hereof and any and all other securities of the Company
legally acquired by the Series B Holders after the date hereof (including but
not limited to all shares of Common Stock issued upon conversion of, or as
dividends or other rights with respect to, the Series B Stock).
(f) "SERIES C SHARES" shall mean all shares of capital stock of the
Company registered in the names of the Series C Holders or beneficially owned
by them as of the date hereof and any and all other securities of the Company
legally acquired by the Series C Holders after the date hereof (including but
not limited to all shares of Common Stock issued upon conversion of, or as
dividends or other rights with respect to, the Series C Stock).
(g) "SERIES D SHARES" shall mean all shares of capital stock of the
Company registered in the names of the Series D Holders or beneficially owned
by them as of the date hereof and any and all other securities of the Company
legally acquired by the Series D Holders after the date hereof (including but
not limited to all shares of Common Stock issued upon conversion of, or as
dividends or other rights with respect to, the Series C Stock).
2
(g) "SHARES" shall mean the Company's (i) Common Shares, (ii) the
Series B Shares, (iii) the Series C Shares, and (iv) the Series D Shares.
3. APPROVED SALE.
(a) VOTING OF SHARES. The Common Holders, the Series B Holders, the
Series C Holders and the Series D Holders each agree to vote their respective
Common Shares, Series B Shares, Series C Shares and Series D Shares in
accordance with the provisions of this Section 3.
(b) DRAG-ALONG PROVISION. At any time following the first anniversary
of the date of this Agreement, (i) the holders of more than seventy-five
percent (75%) of the Series B Shares then outstanding and (ii) the holders of
a majority of the outstanding capital stock of the Company then outstanding
(the "REQUISITE HOLDERS") shall have the option to compel a sale of the
Company or of all or substantially all of the Company's assets at any time (a
"DRAG-ALONG SALE"); PROVIDED, THAT, in the event that the holders of Series B
Shares constitute at least a majority of the outstanding capital stock of the
Company (on an as-converted basis) the provisions of Section 3(b)(ii) shall
not apply. The Drag-Along Right established by this Section 3(b) shall not
apply to, and shall terminate upon, the Company's consummation of an Initial
Offering.
(c) FORCED SALE. The Company hereby covenants and agrees that, if the
Company has not effected a Qualified Public Offering or obtained the Minimum
Trading Requirement (as defined below) prior to the fourth anniversary of the
date of this Agreement, the Company shall use commercially reasonable
efforts, including retaining an appropriate investment bank reasonably
satisfactory to a majority in interest of the Series B Holders, to identify a
suitable purchaser of the Company to be effected by means of a merger,
consolidation or sale of stock or assets, auction or otherwise at such time
(a "FORCED SALE," and, together with a Drag-Along Sale, an "APPROVED SALE").
As used herein, the "MINIMUM TRADING REQUIREMENT" shall be obtained following
an Initial Offering on the business day following the end of a one hundred
eighty (180) consecutive day period during which the average closing price of
the Company's Common Stock on each such day exceeded the Threshold Price.
(d) NO OBJECTIONS. Each Investor agrees that in the event of an
Approved Sale, it shall consent to and raise no objections against the
Approved Sale, and if the Approved Sale is structured as (i) a merger or
consolidation of the Company, or a sale of all or substantially all of the
Company's assets, each such Investor shall waive any dissenters' rights,
appraisal rights or similar rights in connection with such merger,
consolidation or asset sale or (ii) a sale of the stock of the Company, then
each such Investor shall agree to sell its respective Shares on the terms and
conditions approved by the Requisite Holders, PROVIDED, THAT, such terms do
not provide that the Series B Holders, Series C Holders or Series D Holders
would receive less than the amount that would be distributed to such Series B
Holders, Series C Holders or Series D Holders in the event of a liquidation
of the Company in accordance with the Company's Restated Certification of
Incorporation. The Investors shall each take all necessary and desirable
actions approved by the Requisite Holders, in connection with the
consummation of the Approved Sale, including the execution of such agreements
and such instruments and other actions reasonably necessary to (i) provide
the representations, warranties, indemnities, covenants, conditions,
non-compete agreements, escrow agreements and other provisions and agreements
relating to
3
such Approved Sale and (ii) effectuate the allocation and distribution of the
aggregate consideration upon the Approved Sale.
4. RESTRICTIONS ON TRANSFER; LEGEND.
(a) RESTRICTIONS ON TRANSFER.
(i) Each Investor agrees not to make any disposition of all or any
portion of the Shares unless and until the transferee has agreed in writing
for the benefit of the Company to be bound by this Section 4(a) unless and
until:
(A) There is then in effect a registration statement under
the Securities Act of 1933 covering such proposed disposition and such
disposition is made in accordance with such registration statement; or
(B) (1) Such Investor shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition and (2)
if reasonably requested by the Company, such Investor shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to the
Company, that such disposition will not require registration of such shares
under the Securities Act of 1933 or any applicable state securities or Blue
Sky laws. It is agreed that the Company will not require opinions of counsel
for transactions made pursuant to Rule 144 except in unusual circumstances.
(C) Notwithstanding the provisions of paragraphs (A) and (B)
above, no such registration statement or opinion of counsel shall be
necessary for a transfer by an Investor which is (1) a partnership to any or
all of its partners or former partners, (2) a corporation to its stockholders
in accordance with their interest in the corporation, (3) a limited liability
company to its members or former members in accordance with their membership
interest, (4) by a trust to its beneficiaries in accordance with their
interests in the trust, (5) to the Investor's family member or trust for the
benefit of an individual Investor or (6) to an affiliate of the Investor;
PROVIDED, THAT, the transferee will be subject to the terms of this Agreement
to the same extent as if he were an original Investor hereunder; and
PROVIDED, FURTHER, HOWEVER, that such transfer is pursuant to an exemption
under the Securities Act of 1933.
PROVIDED, HOWEVER, that in connection with any such transfer or disposition
other than as described in paragraph (A) above, the transferee shall have
agreed in writing to be bound by the provisions of the Agreement.
(b) Each certificate representing Shares now or hereafter owned by an
Investor or issued to any person shall be endorsed with the following legend:
FIRST LEGEND:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS AND
4
UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.
SECOND LEGEND:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A CERTAIN SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE SHARES REPRESENTED
HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE
DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF
SUCH AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED WITHOUT
CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS."
(c) The Investors agree that the Company may instruct its transfer
agent to impose transfer restrictions on the shares represented by
certificates bearing the legend referred to in Section 4(b) above to enforce
the provisions of this Agreement and the Company agrees to promptly do so.
The Company agrees that, during the term of this Agreement, it will not
remove, and it will not permit to be removed, the legend from any certificate
and will place or cause to be placed the legend on any new certificate issued
to represent Common Shares. The legend shall be removed upon termination of
this Agreement.
5. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be and construed and enforced
in accordance with the laws of the State of Colorado without regard to its
conflict-of-laws rules.
(b) ASSIGNS. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties
hereto and shall inure to the benefit of and be enforceable by each person
who shall be a holder of Shares from time to time.
(c) SEVERABILITY. In case any provision of the Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
(d) SUBSEQUENT COMMON HOLDERS. No person or persons ("SUBSEQUENT
COMMON HOLDER") shall acquire, either by purchase or otherwise any shares of
common stock of the Company subsequent to the date hereof, unless such
Subsequent Common Holder shall become a party to this Agreement and agree to
be bound by the provisions hereof. Such Subsequent Common Holders shall be
considered "Common Holders" for all purposes hereof and all shares of common
stock of the Company held by such Subsequent Investors shall be deemed to be
"Common Shares" for all purposes hereof. Notwithstanding anything contrary
contained herein, if the Company shall issue any Common Shares as set forth
in the previous sentence, such
5
Subsequent Common Holder may become a party to this Agreement by executing
and delivering an "Additional Party Signature Page" in the form set forth as
EXHIBIT E.
(e) ADDITION OF OTHER PARTIES. After the date of this Agreement, the
Company may, without the prior consent of the Investors, make additional
persons a party to this Agreement by executing an "Additional Party Signature
Page" in the form set forth as EXHIBIT E; provided that the inclusion of such
additional party is approved by the Company's board of directors.
Thereafter, the shares of capital stock held by such person or shares
issuable upon conversion of such securities shall be deemed Shares and such
investor shall be an "Investor" for purposes hereof and both of such
definitions shall be deemed duly and properly amended.
(f) AMENDMENT.
(i) Except as otherwise expressly provided, this Agreement may be
amended or modified only upon the written consent of the Company and (A) the
holders of a majority of the Series B Shares, Series C Shares and Series D
Shares or share equivalents then outstanding and (B) the holders of a
majority of the Common Shares then outstanding; PROVIDED, HOWEVER, that the
provisions of Sections 3(b) and (c) shall not be amended without the consent
of the holders of a majority of the Series B Shares.
(ii) Except as otherwise expressly provided, the obligations of the
Company and the rights of the Holders under this Agreement may be waived only
with the written consent of (A) the holders of a majority of the Series B
Shares, Series C Shares and Series D Shares or share equivalents then
outstanding and (B) the holders of a majority of the Common Shares then
outstanding.
(g) NOTICES. All notices required or permitted hereunder shall be
deemed effectively given: (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient; if not, then on the next business
day, (iii) upon receipt 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 day
delivery, with written verification of receipt. All communications shall be
sent to the party to be notified at the address set forth on the signature
pages hereto or the exhibits hereto or at such other address as such party
may designate by ten (10) days' advance written notice to the other parties
hereto.
(h) ATTORNEYS' FEES. If legal action is brought to enforce or
interpret this Agreement, the prevailing party shall be entitled to recover
from the losing party all fees, costs and expenses of enforcing any rights 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.
(i) COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
and supersedes all other prior and contemporaneous agreements and
undertakings, both written and oral, between the parties hereto with regard
to the subject matter hereof.
6
(j) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(k) TITLES AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
(l) INJUNCTIVE RELIEF. It is acknowledged that it will be impossible to
measure in money the damages that would be suffered if the parties fail to
comply with certain of the obligations imposed on them by this Agreement and
that, in the event of any such failure, an aggrieved person will be
irreparably damaged and will not have an adequate remedy at law. Any such
person shall, therefore, be entitled to injunctive relief and/or specific
performance to enforce such obligations, and if any action should be brought
in equity to enforce any of such provisions of this Agreement, none of the
parties hereto shall raise the defense that there is an adequate remedy at
law.
7
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP. MICROSOFT CORPORATION
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title: SVP-CFO
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP. XXXXXXXX ASSOCIATES FUND IV
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 By: /s/ Xxxx X. Xxxxxx
------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title: General Partner
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP. XXXXXXXX PRINCIPALS FUND LLC
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 By: /s/ Xxxx X. Xxxxxx
-----------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title: General Partner
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP. XXXXXXXX X
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title: General Partner
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP. ABN AMRO, INC.
0000 00xx Xxxxxx I EAGLE TRUST
Denver, Colorado 80202 ABN AMRO CAPITAL (USA), INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxxxx Title: Managing Director
----------------------------- --------------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP. CREST COMMUNICATIONS PARTNERS LP
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 By: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title: Managing Director
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP. CEA CAPITAL PARTNERS USA LP
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title: Executive Vice President
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP. CEA CAPITAL PARTNERS USA CI, L.P.
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title: Executive Vice President
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP.
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 /s/ Xxxxx X. Xxxxx, Xx.
--------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title:
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP.
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 /s/ Xxxxxxx Xxxxxx
--------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title:
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
IN WITNESS WHEREOF, the foregoing SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT is hereby executed as of the date first above written.
COMPANY: HOLDERS:
JATO COMMUNICATIONS CORP.
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 /s/ Xxxxx X. Xxxx
--------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx Title:
------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: President
----------------------------
EXHIBIT A
COMMON HOLDERS
NAME AND ADDRESS:
Xxxxx Xxxxx
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxxxxxx X. Xxxxx
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxx X. Xxxxxxx
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
A-1
EXHIBIT B
SERIES B HOLDERS
NAME AND ADDRESS:
Crest Communications Partners
L.P.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxxx
CEA Capital Partners USA, L.P.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx XxXxxx
CEA Capital Partners USA
CI, L.P.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx XxXxxx
ABN AMRO Capital (USA), Inc.
000 X. XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
I Eagle Trust
000 X. XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
ABN AMRO Incorporated
000 X. XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
B-2
Access Technology Partners, X.X.
Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
Access Technology Partners
Brokers Fund, X.X.
Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
Xxxxxxxxx & Xxxxx California
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
Xxxxxxxxx & Xxxxx Employee
Venture Fund, X.X. XX
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
H&Q JATO Communications
Investors, X.X.
Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Xxxx X. Xxxxxx, Xx. and Xxxxxxx
X. Xxxxxx, as Joint Tenants
0000 X. Xxxxxxxx Xx.
Xxxxxxxxx Xxxxxxx, XX 00000
Xxxxxxx Family Trust
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxx
0000 Xxx Xxxx Xxxx
Xxxxxxx, XX 00000
Xxxxx X. Xxxxxx
0000 Xxx Xxxx Xxxx
Xxxxxxx, XX 00000
B-3
Xxxxx X. Xxxxxxx
0000 Xxxxx Xxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxx, XX 00000
Xxxxxxx X. Xxxxxxx, Xx.
00 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
GC&H Investments
C/o Cooley Godward LLP
Xxx Xxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxxxx
C/x Xxxxxx Brothers
000 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Xxxx X. Xxxxxx
00000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Xxxxxxx Brothers Investments
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxx
0000 Xxxxxxx
Xxxx 000
Xxxxxx, XX 00000-0000
Xxxxxxx X.X. Xxxxx III
Credit Suisse First Boston
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
B-4
Xxxxxxx X. Xxxx and Xxxxxxx X.
Xxxxxx, joint tenants w/right of
survivorship
00 Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Xxxxx X. Xxxxxxxxx and
Xxxxxx Foderavo, Trustees
Xxxxxxxxx Family Trust UTA DTD
9/14/91
Credit Suisse First Boston
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Xxx X. and Xxxxx X. Xxxxxxx
0000 X. Xxxxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxx
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxxx Xxxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
Benefactor Funding Corp.
000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Xxxxxxx & Xxxxx X. Xxxx JTWROS
00 Xxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx III
00 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Xxxxx X. Xxxxx, Xx.
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
B-5
Xxxx X. Xxxxx
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxxx Xxxxx
0000 Xxxxxx Xxxxx #0-X
Xxxxxx, XX 00000
Xxxxxx X. Xxxxx
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxx
00000 X. Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
B-6
EXHIBIT C
SERIES C HOLDERS
NAME AND ADDRESS
Xxxxxxxx X, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxx Xxxxxx
Xxxxxxxx Associates Fund IV, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxx Xxxxxx
Xxxxxxxx Principals Fund, L.L.C.
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxx Xxxxxx
Crest Communications Partners L.P.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxxx
CEA Capital Partners USA, L.P.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx XxXxxx
CEA Capital Partners USA CI, L.P.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx XxXxxx
ABN AMRO Capital (USA), Inc.
C-1
NAME AND ADDRESS
000 X. XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
I Eagle Trust
000 X. XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
ABN AMRO Incorporated
000 X. XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Access Technology Partners, X.X.
Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
NAME AND ADDRESS
Access Technology Partners Brokers
Fund, X.X.
Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
Xxxxxxxxx & Xxxxx California
Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
Xxxxxxxxx & Xxxxx Employee Venture
Fund, X.X. XX
Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
B-2
NAME AND ADDRESS
H&Q JATO Communications Investors,
X.X.
Xxxxxxxxx & Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
TCI Satellite Entertainment, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxx
Xxxxx Xxxxxxx
00000 X. Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxx
0000 Xxx Xxxx Xxxx
Xxxxxxx, XX 00000
Xxxxx X. Xxxxxx
0000 Xxx Xxxx Xxxx
Xxxxxxx, XX 00000
Xxxx X. Xxxxxx, Xx. and Xxxxxxx X.
Xxxxxx, as Joint Tenants
0000 X. Xxxxxxxx Xx.
Xxxxxxxxx Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx. X
Xxx Xxxxxxxxx, XX 00000
B-3
NAME AND ADDRESS
Xxxxxx X. Xxxxxxxx
c/o Jato Communications Corp.
0000 00xx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxx
000 Xxxxxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Xxxxxx X. Xxxxx and Xxxx X. Xxxxx,
as Joint Tenants
0 Xxxxx Xxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx
0000 X. Xxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, XX 00000
Xxx Xxxxxxx
0000 X. Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xx Xxxxx
000 Xxxxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000
B-4
NAME AND ADDRESS
Trustee F.B.O. FWD Corporation
Savings & Profit Sharing Trust,
Xxxxx X. Xxxxx, Segregated Account
c/o - Xxxxx X. Xxxxxx, President
Pension Inc., Trustee
000 X. Xxxxx Xxxxxx
Xxxxxxx X. Xxxxx
00000 X. 00xx Xxxxx
Xxxxxx, XX 00000
Xxxxxxx X. Xxxxx and Xxxx X.
Xxxxx, as Joint Tenants
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Xxxxx X. Xxxxxxx
0000 Xxxxx Xxx Xxxxx
Xxxxxxxxx, XX 00000
Bato, LLC
0000 X. Xxxxx Xxx
Xxxxxxxxx, XX 00000
B-5
EXHIBIT D
SERIES D HOLDERS
NAME AND ADDRESS
U.S. Telesource, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn:_____________
Facsimile: 000-000-0000
Microsoft Corporation
Xxx Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Facsimile:
B-6
EXHIBIT E
JATO COMMUNICATIONS CORP.
SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, DATED JANUARY __, 2000
ADDITIONAL PARTY SIGNATURE PAGE
Pursuant to Section 5 [(d)] or [(e)] of that certain Second Amended and Restated
Stockholders' Agreement dated January __, 2000 among Jato Communications Corp.
and the Investors set forth therein, the undersigned hereby executes this
Additional Party Signature Page and authorizes this signature page to be
attached as a counterpart of such agreement and agrees to be bound by such
agreement as if the undersigned had executed such agreement on the date of its
original execution.
This Additional Party Signature Page may be executed in counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
DATE:
-----------------
--------------------------------
Print Name of Investor
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
B-7
