Exhibit 4.4
AMENDED AND RESTATED VOTING AGREEMENT
THIS AMENDED AND RESTATED VOTING AGREEMENT (the "Agreement") is made
and entered into as of February 15, 2000, by and among iBEAM BROADCASTING
CORPORATION, a Delaware corporation (the "Company"), certain of the holders of
the Company's Series A Preferred Stock (the "Series A Stock"), Series B
Preferred Stock (the "Series B Stock"), Series C Preferred Stock ("Series C
Stock"), Series D Preferred Stock (the "Series D Stock") and Series E Preferred
Stock (the "Series E Stock" and together with the Series A, B, C and D Stock,
the "Preferred Stock") listed on the Schedule of Investors attached as
Schedule A hereto (the "Investors"), and certain holders of Common Stock of the
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Company (the "Participating Founders") listed on the Schedule of Participating
Founders attached as Schedule B hereto. The Company, the Participating Founders
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and the Investors are individually each referred to herein as a "Party" and are
collectively referred to herein as the "Parties." The Company's Board of
Directors is referred to herein as the "Board."
WITNESSETH:
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WHEREAS, certain of the Investors (the "Existing Investors") hold
shares of the Company's Series A Stock, Series B Stock, Series C Stock and
Series D Stock and/or shares of Common Stock issued upon conversion thereof and
are parties to that certain Voting Agreement dated as of October 14, 1999 among
the Company, the Participating Founders and such Existing Investors (the "Prior
Agreement");
WHEREAS, the Existing Investors hold at least a majority of the voting
securities held by the parties to the Prior Agreement, and desire to amend,
restate and supercede the Prior Agreement in its entirety;
WHEREAS, certain of the Investors (the "New Investors") are parties to
the Series E Preferred Stock Purchase Agreement of even date herewith among the
Company and the New Investors (the "Series E Agreement"), which provides that as
a condition to the closing of the sale of the Series E Stock pursuant thereto,
this Agreement must be executed and delivered by such New Investors, Existing
Investors, the Participating Founders and the Company;
WHEREAS, the Participating Founders are the beneficial owners of the
number of shares of Common Stock of the Company set forth opposite his/her name
on Schedule B hereto and the Participating Founders and Existing Investors wish
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to provide further inducement to the New Investors to purchase shares of Series
E Stock pursuant to the Series E Agreement; and
WHEREAS, the Company's Restated Certificate of Incorporation provides
that (a) holders of shares of the Company's Series A Stock, voting as a single
class, shall elect one (1) member of the Board (the "Series A Director") and (b)
holders of shares of the Company's Series B Stock, voting together as a single
class, shall elect one (1) member of the Board (the "Series B Director");
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the Company, the Participating Founders and the Investors
hereby agree as follows:
1. Agreement to Vote. Each Investor, as a holder of Preferred Stock,
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hereby agrees on behalf of itself and any transferee or assignee of any such
shares of the Preferred Stock, to hold all of the shares of Preferred Stock
registered in its name (and any securities of the Company issued with respect
to, upon conversion of, or in exchange or substitution of the Preferred Stock,
and any other voting securities of the Company subsequently acquired by such
Investor) (hereinafter collectively referred to as the "Investor Shares")
subject to, and to vote the Investor Shares at a regular or special meeting of
stockholders (or by written consent) in accordance with, the provisions of this
Agreement. Each Participating Founder, as a holder of Common Stock of the
Company, hereby agrees on behalf of itself and any transferee or assignee of any
such shares of Common Stock, to hold all of such shares of Common Stock and any
other securities of the Company acquired by such Participating Founder in the
future (and any securities of the Company issued with respect to, upon
conversion of, or in exchange or substitution for such securities) (the "Founder
Shares") subject to, and to vote the Founder Shares at a regular or special
meeting of stockholders (or by written consent) in accordance with, the
provisions of this Agreement.
2. Election of Directors.
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(a) In any election of directors of the Company, the Parties
shall each vote at any regular or special meeting of stockholders (or by written
consent) such number of shares of Common Stock and Preferred Stock then owned by
them (or as to which they then have voting power) as may be necessary to elect
one (1) director who shall be the Company's chief executive officer.
(b) In any election of directors of the Company, the Parties
holding shares of Series A Stock shall each vote at any regular or special
meeting of stockholders (or by written consent) such number of shares of Series
A Stock then owned by them (or as to which they then have voting power) as may
be necessary to elect one (1) director (the "Series A Director"), nominated by
Crosspoint Venture Partners 1997 ("Crosspoint") so long as Crosspoint owns at
least fifty percent (50%) of the Common Stock issued or issuable upon conversion
of the Series A Stock originally purchased by Crosspoint pursuant to that
certain Series A Preferred Stock Purchase Agreement dated April 16, 1998.
(c) In any election of directors of the Company, the Parties
holding shares of Series B Stock shall each vote at any regular or special
meeting of stockholders (or by written consent) such number of shares of Series
B Stock then owned by them (or as to which they then have voting power) as may
be necessary to elect one (1) director (the "Series B Director"), nominated by
Accel Partners and its affiliated funds ("Accel") so long as Accel owns at least
fifty percent (50%) of the Common Stock issued or issuable upon conversion of
the Series B Stock purchased by such Investor pursuant to the Series B Stock
Purchase Agreement dated June 8, 1998.
(d) In any election of directors of the Company, the Parties
shall each vote at any regular or special meeting of stockholders (or by written
consent) such number of
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voting securities of the Company then owned by them (or as to which they then
have voting power) as may be necessary to elect any additional directors that
are approved by a majority of the Board (the "Industry Directors").
3. Removal. Any director of the Company may be removed from the
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board in the manner allowed by law and the Company's Certificate of
Incorporation and Bylaws, but with respect to a director designated pursuant to
subsections 2(a) through 2(d) above, only upon the vote or written consent of
the majority of the stockholders entitled to designate such director.
4. Vacancy. Any vacancy occurring to a director designated pursuant
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to subsections 2(a) through 2(d) above shall only be filled according to the
vote or written consent of the stockholders entitled to designate such director.
5. Voting on Certain Transactions.
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(a) Each of Microsoft Corporation, Sony Corporation of America,
Covad Communications Investment Corp., Covad Communications Group, Inc., Pacific
Century Cyberworks and America Online, Inc. (the "Strategic Investors") shall
take such action as may be required so that all securities of the Company
entitled to vote in connection with a Corporate Transaction (as defined below)
beneficially owned by such Investor and/or any of their controlled affiliates
("Voting Securities") are voted on all Corporate Transactions in the same manner
as voted by a majority of the Board. For purposes of this Agreement, Corporate
Transaction shall mean (i) the acquisition of the Company by another entity by
means of any transaction or series of related transactions that results in the
transfer of fifty percent (50%) or more of the outstanding voting power of the
Company or (ii) the sale of all or substantially all of the assets of the
Company, provided that no transferee of such voting power or assets is (A) a
director, officer or affiliate of the Company or (B) an associate of such a
director, officer or affiliate (with affiliate and associate having the meaning
set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
("Rule 12b-2"). For purposes of this Agreement, an entity will be deemed a
controlled affiliate of a Strategic Investor if the Strategic Investor controls
such entity within the meaning of Rule 12b-2.
(b) Each Strategic Investor and its controlled affiliates as
holders of shares of Voting Securities, shall be present, in person or by proxy,
at all meeting of stockholders of the Company so that all shares of Voting
Securities beneficially owned by such Strategic Investor and/or its controlled
affiliates may be counted for the purpose of determining the presence of a
quorum at such meetings.
(c) Each Investor and its controlled affiliates, as holders of
shares of Voting Securities, shall not exercise any dissenters rights under
applicable law at any time for such Corporate Transactions, if applicable;
provided, however, that if any agreement governing the terms of a Corporate
Transaction requires an Investor to provide an indemnity in connection with the
Investor's transfer or exchange of capital stock in the Company, the terms of
such agreement shall provide that such indemnity shall be provided ratably by
all stockholders of the Company, in proportion to their percentage interest in
the outstanding capital stock of the Company, assuming conversion of all
outstanding Preferred Stock into Common Stock; provided further that the maximum
aggregate dollar amount of the indemnity payable by any Investor
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shall not exceed the amount of consideration received by such Investor pursuant
to the terms of the Corporate Transaction.
(d) Each Investor and it controlled affiliates, as holders of
shares of Voting Securities, shall refrain from transferring any securities of
the Company, the acquiror, or any other applicable company during any period
prohibited by then applicable pooling of interests accounting treatment rules,
whether before or after the sale of the Company.
(e) No Strategic Investor nor any of its controlled affiliates
shall deposit any Voting Securities in a voting trust or subject any Voting
Securities to any arrangement or agreement with respect to the voting of such
Voting Securities except for this Agreement.
6. Legend on Share Certificates. Each certificate representing any
----------------------------
Shares shall be endorsed by the Company with a legend reading substantially as
follows:
"The Shares evidenced hereby are subject to a Voting Agreement (a copy
of which may be obtained upon written request from the issuer), and by
accepting any interest in such shares the person accepting such
interest shall be deemed to agree to and shall become bound by all the
provisions of said Voting Agreement."
7. Covenants of the Company. The Company agrees to use its best
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efforts to ensure that the rights granted hereunder are effective and that the
Parties hereto enjoy the benefits thereof. Such actions include, without
limitation, the use of the Company's best efforts to cause the nomination and
election of the directors as provided above. The Company will not, by any
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all of the provisions of this Agreement
and in the taking of all such actions as may be necessary, appropriate or
reasonably requested by the holders of a majority of the outstanding voting
securities held by the Parties hereto assuming conversion of all outstanding
securities in order to protect the rights of the Parties hereunder against
impairment.
8. No Liability for Election of Recommended Directors. Neither the
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Company, the Participating Founders, the Investors, nor any officer, director,
stockholder, partner, employee or agent of such Party, makes any representation
or warranty as to the fitness or competence of the nominee of any Party
hereunder to serve on the Company's Board by virtue of such Party's execution of
this Agreement or by the act of such Party in voting for such nominee pursuant
to this Agreement.
9. Grant of Proxy. Should the provisions of this Agreement be
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construed to constitute the granting of proxies, such proxies shall be deemed
coupled with an interest and are irrevocable for the term of this Agreement.
10. Specific Enforcement. It is agreed and understood that monetary
--------------------
damages would not adequately compensate an injured Party for the breach of this
Agreement by any Party, that this Agreement shall be specifically enforceable,
and that any breach or threatened breach of this Agreement shall be the proper
subject of a temporary or permanent injunction or
4
restraining order. Further, each Party hereto waives any claim or defense that
there is an adequate remedy at law for such breach or threatened breach.
11. Execution by the Company. The Company, by its execution in the
------------------------
space provided below, agrees that it will cause the certificates evidencing the
shares of Common Stock and Preferred Stock to bear the legend required by
Section 6 herein, and it shall supply, free of charge, a copy of this Agreement
to any holder of a certificate evidencing shares of capital stock of the Company
upon written request from such holder to the Company at its principal office.
The parties hereto do hereby agree that the failure to cause the certificates
evidencing the shares of Common Stock and Preferred Stock to bear the legend
required by Section 6 herein and/or failure of the Company to supply, free of
charge, a copy of this Agreement as provided under this Section 6 shall not
affect the validity or enforcement of this Agreement.
12. Captions. The captions, headings and arrangements used in this
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Agreement are for convenience only and do not in any way limit or amplify the
terms and provisions hereof.
13. Notices. Any notice required or permitted by this Agreement
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shall be in writing and shall be sent prepaid registered or certified mail,
return receipt requested, addressed to the other Party at the address shown
below or at such other address for which such Party gives notice hereunder. Such
notice shall be deemed to have been given three (3) days after deposit in the
mail.
14. Term.
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(a) Except for the provisions of Section 5 hereof, this Agreement
shall terminate and be of no further force or effect upon the earliest to occur
of (i) the consummation of the Company's sale of its Common Stock or other
securities pursuant to a registration statement under the Securities Act of
1933, as amended, (other than a registration statement relating either to sale
of securities to employees of the Company pursuant to its stock option, stock
purchase or similar plan or a SEC Rule 145 transaction), (ii) the consummation
of the acquisition of the Company by another entity by means of any transaction
or series of related transactions (including, without limitation, any
reorganization, merger or consolidation) that results in the transfer of fifty
percent (50%) or more of the outstanding voting power of the Company or a sale
of all or substantially all of the assets of the Company, (iii) the written
consent of the holders of a majority of the shares held by the Parties hereto,
or (iv) October 12, 2009.
(b) The provisions of Section 5 of this Agreement with respect to
each Strategic Investor or Investor shall terminate and be of no further force
or effect upon the later to occur of: (i) the consummation of the sale of
securities pursuant to a bona fide, firmly underwritten public offering of
shares of common stock of the Company registered under the Securities Act of
1933, as amended, or (ii) such Strategic Investor or Investor and its controlled
affiliates in the aggregate own Voting Securities representing less than 5% of
the then outstanding voting power of the Company.
5
15. Manner of Voting. The voting of shares pursuant to this Agreement
----------------
may be effected in person, by proxy, by written consent, or in any other manner
permitted by applicable law.
16. Amendments and Waivers. Any term hereof may be amended and the
----------------------
observance of any term hereof may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written
consent of the holders of a majority of the then outstanding voting securities
held by the Party or Parties for whose benefit such term has been included in
this Agreement. Any amendment or waiver so effected shall be binding upon the
Parties hereto.
17. Stock Splits, Stock Dividends, etc. In the event of any issuance
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of shares of the Company's voting securities hereafter to any of the Parties
hereto (including, without limitation, in connection with any stock split, stock
dividend, recapitalization, reorganization, or the like), such shares shall
become subject to this Agreement and shall be endorsed with the legend set forth
in Section 5.
18. Severability. Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
19. Binding Effect. In addition to any restriction on transfer that
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may be imposed by any other agreement by which any Party hereto may be bound,
this Agreement shall be binding upon the Parties, their respective heirs,
successors and assigns and to such additional individuals or entities that may
become stockholders of the Company and that desire to become Parties hereto;
provided that for any such transfer to be deemed effective, the transferee shall
have executed and delivered an Adoption Agreement substantially in the form
attached hereto as Exhibit A. Upon the execution and delivery of an Adoption
Agreement by any transferee reasonably acceptable to the Company, such
transferee shall be deemed to be a Party hereto as if such transferee's
signature appeared on the signature pages hereto. By their execution hereof or
any Adoption Agreement, each of the Parties hereto appoints the Company as its
attorney-in-fact for the purpose of executing any Adoption Agreement which may
be required to be delivered hereunder.
20. Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware, without regard to
conflicts of law principles thereof.
21. Entire Agreement. This Agreement is intended to be the sole
----------------
agreement of the Parties as it relates to this subject matter and does hereby
supersede all other agreements of the Parties relating to the subject matter
hereof.
22. 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.
6
23. Arbitration. Any controversy between the Parties hereto involving
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any claim arising out of or relating to the termination of this Agreement, will
be submitted to and be settled by final and binding arbitration in Santa Clara,
California, in accordance with the then current Commercial Arbitration Rules of
the American Arbitration Association (the "AAA"), and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof. Such arbitration shall be conducted by three (3) arbitrators chosen by
the Company, the Investors, and the Participating Founders, or failing such
agreement, an arbitrator experienced in the sale of similarly-sized companies
appointed by the AAA. There shall be limited discovery prior to the arbitration
hearing as follows: (a) exchange of witness lists and copies of documentary
evidence and documents relating to or arising out of the issues to be
arbitrated, (b) depositions of all party witnesses, and (c) such other
depositions as may be allowed by the arbitrators upon a showing of good cause.
Depositions shall be conducted in accordance with the California Code of Civil
Procedure, the arbitrator(s) shall be required to provide in writing to the
Parties the basis for the award or order of such arbitrator(s), and a court
reporter shall record all hearings, with such record constituting the official
transcript of such proceedings.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
iBEAM BROADCASTING CORPORATION
____________________________________________
Xxxxx Xxxxxxx
President and Chief Executive Officer
Address: 000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
INVESTORS:
CROSSPOINT VENTURE PARTNERS 1997
_____________________________________________
Xxxxxxx Xxxxxxx
General Partner
Address: 0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
ACCEL VI L.P.
By: Accel VI Associates L.L.C
Its General Partner
_____________________________________________
Managing Member
Address: 000 Xxxxxxxxxx Xxxxxx Accel Partners
Xxxx Xxxx, XX 00000 One Xxxxxx Square
Attn: J. Xxxxx Xxxxxx Xxxxxxxxx, XX 00000
Attn: X. Xxxxxx
Sednaoui
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
ACCEL INTERNET FUND II L.P.
By: Accel Internet Fund II Associates L.L.C.
Its General Partner
_____________________________________________
Managing Member
Address: 000 Xxxxxxxxxx Xxxxxx Accel Partners
Xxxx Xxxx, XX 00000 One Xxxxxx Square
Attn: J. Xxxxx Xxxxxx Xxxxxxxxx, XX 00000
Attn: X. Xxxxxx
Sednaoui
ACCEL KEIRETSU VI L.P.
By: Accel Keiretsu VI Associates L.L.C.
Its General Partner
______________________________________________
Managing Member
Address: 000 Xxxxxxxxxx Xxxxxx Accel Partners
Xxxx Xxxx, XX 00000 One Xxxxxx Square
Attn: J. Xxxxx Xxxxxx Xxxxxxxxx, XX 00000
Attn: X. Xxxxxx
Sednaoui
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
ACCEL INVESTORS `98 L.P.
By: Accel Investors `98 Associates L.L.C.
Its General Partner
_____________________________________________
Managing Member
Address: 000 Xxxxxxxxxx Xxxxxx Accel Partners
Xxxx Xxxx, XX 00000 One Xxxxxx Square
Attn: J. Xxxxx Xxxxxx Xxxxxxxxx, XX 00000
Attn: X. Xxxxxx
Sednaoui
MEDIA TECHNOLOGY VENTURES, L.P.
By:__________________________________________
Title:_______________________________________
Address: 0 Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
MEDIA TECHNOLOGY VENTURES
ENTREPRENEURS FUND, L.P.
By:__________________________________________
Title:_______________________________________
Address: 0 Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
XXXXXXX X. XXXXXXXXXX, as Trustee of the XXXXXXX
XXXXXXXXXX REVOCABLE TRUST DATED FEBRUARY 7, 1991,
and XXXXX X. XXXXXXXXXX, as tenants in common,
each as to an undivided one-half interest.
_____________________________________________
Xxxxxxx X. Xxxxxxxxxx, Trustee
_____________________________________________
Xxxxx X. Xxxxxxxxxx
Address: 000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxx Xxxxxx, XX 00000
XXXXXXXXXX & ASSOCIATES , L.P.
By:__________________________________________
Title:_______________________________________
Address: 000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxx Xxxxxx, XX 00000
CULBARA, INC.
By:__________________________________________
Title:_______________________________________
Address: 000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxx Xxxxxx, XX 00000
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
X.X. XXXXXX DIRECT VENTURE CAPITAL
INSTITUTIONAL INVESTORS LLC
By:_________________________________________
Name:_______________________________________
Title:______________________________________
Address: 000 0XX Xxxxxx.
Xxx Xxxx, Xxx Xxxx 00000
X.X. XXXXXX DIRECT VENTURE
CAPITAL PRIVATE INVESTORS LLC
By:_________________________________________
Name:_______________________________________
Title:______________________________________
Address: 000 0XX Xxxxxx.
Xxx Xxxx, Xxx Xxxx 00000
INTEL CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
Address: 0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, XX 00000-0000
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
MICROSOFT CORPORATION
By:__________________________________________
Name:________________________________________
Title:_______________________________________
Address: Xxx Xxxxxxxxx Xxx
Xxxxxxx, XX 00000-0000
COVAD COMMUNICATIONS
INVESTMENT CORP.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
CRESCENDO WORLD FUND LLC
By:__________________________________________
Name:________________________________________
Title:_______________________________________
EAGLE VENTURES WF, LLC
By:__________________________________________
Name:________________________________________
Title:_______________________________________
XXXX-iBEAM, LLC
By:__________________________________________
XXXX PARTNERS, LLC
Managing Member
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
XXXXX X. XXXXXXX, XXX A/C
774-91015 GUARANTEE & TRUST
COMPANY, TTEE
______________________________________
XXXXXX X. XXXX
______________________________________
Address: 0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
XXX XXXXXX
______________________________________
Address: 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
XXXX XXXXXX
______________________________________
Address: 00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
WS INVESTMENT COMPANY 99B
By:___________________________________
Name:_________________________________
Title:________________________________
Address: 000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
XXXXX XXXX
______________________________________
XXXXX X. XXXXXX
______________________________________
XXX XXXXXX
______________________________________
XXXXXX XXXXX
______________________________________
XXXX XXXX
______________________________________
XXXXX XXXXXXXX
______________________________________
XXX XXXXX
______________________________________
XXXXXX ROSEDALE
______________________________________
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
CYBER COMMERCE LIMITED
By:___________________________________
Name:_________________________________
Title:________________________________
AMERICA ONLINE, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
COMDISCO, INC.
By:____________________________________
Title:_________________________________
Address: 000 Xxxxxxxx Xxx. 000X 0000 Xxxxx Xxxxx Xxxx
Xxxx Xxxx, XX 00000 Xxxxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxxx Attn: Venture Group
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
SONY CORPORATION OF AMERICA
By:____________________________________
Name:__________________________________
Title:_________________________________
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
PARTICIPATING FOUNDERS:
XXXXXX LIVING TRUST U/D/T dated April 18,
1995
_____________________________________________
Xxxxxx Xxxxxx, Trustee
_____________________________________________
Xxxx X. Xxxxxx, Trustee
Address: 13,333 Xx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
_____________________________________________
Xxxxx Xxxxxxx
Address: 00000 XX 00xx Xxxxx, #X-000
Xxxxxxxx, XX 00000
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
SCHEDULE A
LIST OF INVESTORS
Accel VI L.P.
Accel Internet Fund II L.P.
Accel Keiretsu VI L.P.
Accel Investors `98 L.P.
Media Technology Ventures, L.P.
Media Technology Ventures Entrepreneurs Fund, L.P.
Xxxxxxx X. Xxxxxxxxxx
As Trustee of the Xxxxxxx X. Xxxxxxxxxx Revocable Trust
Dated February 7, 1991 and Xxxxx X. Xxxxxxxxxx
Culbara, Inc.
Xxxxxxxxxx & Associates, L.P.
J.P. Xxxxxx Direct Venture Capital Institutional Investors,
LLC
X.X. Xxxxxx Direct Venture Capital Private Investors LLC
Microsoft Corporation
Covad Communications Investment Corp.
Crescendo World Fund, LLC
Eagle Ventures WF, LLC
Intel Corporation
Xxxx-iBEAM, LLC
Xxxxx Xxxxxxx, XXX A/C 774-91015 GUARANTEE & TRUST
COMPANY, TTEE
Xxxxxx X. Xxxx
Xxx Xxxxxx
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
Xxxx Xxxxxx
WS Investment Company 99B
Xxxxx X. Xxxx
Xxxxx X. Xxxxxx
Xxx Xxxxxx
Xxxxxx Xxxxx
Xxxx Xxxx
Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxxxx
Comdisco, Inc.
Sony Corporation of America
Cyber Commerce Limited
America Online, Inc.
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
SCHEDULE B
LIST OF PARTICIPATING FOUNDERS:
XXXXXX LIVING TRUST U/D/T dated April 18, 1995
Xxxxx Xxxxxxx
SIGNATURE PAGE FOR AMENDED AND RESTATED VOTING AGREEMENT
EXHIBIT A
ADOPTION AGREEMENT
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This Adoption Agreement ("Adoption Agreement") is executed by the
undersigned (the "Transferee") pursuant to the terms of that certain Voting
Agreement dated as of October 13, 1999 (the "Agreement") by and among the
Company and certain of its Stockholders. Capitalized terms used but not defined
herein shall have the respective meanings ascribed to such terms in the
Agreement. By the execution of this Adoption Agreement, the Transferee agrees
as follows:
(a) Acknowledgment. Transferee acknowledges that Transferee is
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acquiring certain shares of the capital stock of the Company (the "Stock"),
subject to the terms and conditions of the Agreement.
(b) Agreement. Transferee (i) agrees that the Stock acquired by
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Transferee shall be bound by and subject to the terms of the Agreement, and (ii)
hereby adopts the Agreement with the same force and effect as if Transferee were
originally a Party thereto.
(c) Notice. Any notice required or permitted by the Agreement shall
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be given to Transferee at the address listed beside Transferee's signature
below.
EXECUTED AND DATED this ______ day of _________________, ____.
TRANSFEREE:
By:_______________________________________
Name and Title
Address:__________________________________
Fax:______________________________________
Accepted and Agreed:
iBEAM BROADCASTING CORPORATION
By:___________________________
Title:_________________________
