Exhibit 4.2
FORM OF MANDATORILY
EXERCISABLE COMMON
STOCK WARRANT AGREEMENT
Void after 5:00 p.m. Atlanta, Georgia Time,
on ___________________
Warrant to Purchase ___________ Shares of Common Stock
THIS WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT
(collectively, the "Securities") HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (the "Act") AND MAY NOT BE SOLD OR
TRANSFERRED, UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR EXEMPTION
FROM SUCH REGISTRATION UNDER THE ACT IS APPLICABLE.
_________________________________
WARRANT TO PURCHASE COMMON STOCK
OF
IXL ENTERPRISES, INC.
a Delaware Corporation
This is to certify that, FOR VALUE RECEIVED, ______________________
("Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from IXL Enterprises, Inc., a Delaware Corporation (the "Company"),
_____________ (____) fully paid, validly issued and non-assessable Shares of
Class B common stock, $0.01 par value, of the Company (the "Common Stock") at
any time through and including ____________ ("Exercise Period"). The Warrant
Exercise Price shall be $___ for each share of Common Stock. The number of
shares of Common Stock to be received upon the exercise of this Warrant and the
price to be paid for each share of Common Stock may be adjusted from time to
time as hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of a share of common stock in
effect at any time and as adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price."
1. Conditions of Exercise. This Warrant, subject to the provisions
----------------------
hereof, may be exercised in whole or in part at any time by Holder during the
Exercise Period, if Holder:
(a) presents and surrenders this Warrant to the Company at its principal
office, or at the office of its stock transfer agent, if any, with the
Purchase Form annexed hereto (the "Purchase Form"), duly executed and
accompanied by payment in full of the Exercise Price for the number of
Warrant Shares specified in such Purchase form (unless Holder elects a
Cashless Exercise in accordance with Section 2(c) hereof);
-1-
(b) executes and delivers to the Company an Agreement To Be Bound,
substantially in the form of EXHIBIT "A" attached hereto and made a
-----------
part hereof, evidencing Holder's agreement to become a party to, and
become bound by the terms and conditions of, that certain Second
Amended and Restated Stockholders' Agreement among the stockholders of
the Company, dated as of December 17, 1997, as amended, as the same
may be amended from time to time (the "Stockholders' Agreement"); and
(c) executes and delivers to the Company an Agreement To Be Bound,
substantially in the form of EXHIBIT "B" attached hereto and made a
-----------
part hereof, evidencing Holder's agreement to become a party to, and
become bound by the terms and conditions of, that certain Registration
Rights Agreement among the stockholders of the Company, dated as of
April 30, 1996, as the same may be amended from time to time (the
"Registration Rights Agreement").
In addition to the foregoing, if an exercise occurs in connection with a
Company Transaction (as defined in Section 11 hereof), Holder shall execute and
deliver to the Company any documents or instruments that may be reasonably
requested by the Company or any holder of Common Stock to evidence Holder's
participation in the Company Transaction by selling those Warrant Shares
required to be sold by Holder under the terms and conditions of Section 2.2 or
2.3 of the Stockholders' Agreement, as applicable.
The Company shall not be obligated to honor or accept any attempted exercise
by Holder in which Holder fails, for any reason whatsoever, to comply with any
of the conditions of exercise set forth in this Section 1, including, without
limitation, the inability of Holder to make truthfully the representations
required to be made by Holder in the Purchase Form. In event of such failure to
comply, the Company promptly shall provide written notice of such failure to
Holder, specifying in reasonable detail the cause of such failure.
2. Delivery of Stock Certificates; Partial Exercise; Cashless Exercise.
-------------------------------------------------------------------
(a) As soon as reasonably practicable after each valid exercise of the
Warrant, but not later than three (3) business days from the date of
such exercise, the Company shall issue and deliver to Holder a
certificate or certificates for the Warrant Shares issuable upon such
exercise, registered in the name of Holder or its designee. The
Common Stock and any Warrants issued in exchange for this Warrant
shall be issued with such restrictive legends as are required by the
Act or the Regulations thereunder, and by the Stockholders' Agreement.
(b) If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the rights of Holder thereof to purchase the
balance of the Warrant Shares purchasable thereunder.
-2-
(c) At the election of Holder, in lieu of paying the Exercise Price in
cash, this Warrant may be exercised by reducing the number of shares
of Common Stock received upon such exercise (a "Cashless Exercise").
The number of shares of Common Stock received upon a Cashless Exercise
shall be determined based on the formula:
N = E
-----------
FMV
where:
N = the number of Warrant Shares received upon a Cashless
Exercise
E = the aggregate Exercise Price for the number of Warrants
being exercised that would have been paid without the
Cashless Exercise
FMV = the per share Fair Market Value (as such term is defined
in the Stockholders' Agreement) of the Common Stock as of
the date of exercise; provided, however, that if exercise
occurs in connection with a Mandatory Exercise Transaction,
the Fair Market Value shall be equal to the consideration
paid for the Common Stock in connection with such Mandatory
Exercise Transaction (which, in the case of a public
offering of the Common Stock, shall be the offering price
thereof)
(d) Upon receipt by the Company of this Warrant at its office, or by the
stock transfer agent of the Company at its office, in proper form for
exercise, accompanied by payment of the Exercise Price (unless Holder
elects to exercise this Warrant in accordance with subsection (c)
above) and any other documents or instruments required hereunder for a
valid exercise of this Warrant, Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of
Common Stock shall not then be physically delivered to Holder.
3. Reservation of Shares. The Company shall at all times reserve for
---------------------
issuance and/or delivery upon exercise of this Warrant such number of shares of
Common Stock as shall be required for issuance and delivery upon exercise of the
Warrant.
4. Fractional Shares. No fractional shares or script representing fractional
-----------------
shares shall be issued upon the exercise of this Warrant. With respect to any
fraction of a share called for upon any exercise hereof, the Company shall pay
to Holder an amount in cash equal to such fraction multiplied by the current
market value of a share, as reasonably determined by the Company.
5. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant is
-------------------------------------------------
exchangeable, without expense, at the option of Holder, upon presentation and
surrender hereof to the Company or at the office of its stock transfer agent, if
any, for other warrants of different denominations entitling
-3-
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. In addition, upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at
any time enforceable by anyone. Notwithstanding any implication to the contrary
contained herein, this Warrant may not be transferred by Holder prior to
exercise, and any attempt to transfer this Warrant shall be void and of no force
and effect. The term "Warrant" as used herein includes any Warrants into which
this Warrant may be divided or exchanged.
6. Rights of Holder. Except as expressly provided to the contrary in the
----------------
Stockholders' Agreement, Holder shall not, by virtue hereof, be entitled to any
rights of a shareholder in the Company, either at law or equity, and the rights
of Holder are limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein.
7. Anti-Dilution Provisions. The Exercise Price in effect at any time and
------------------------
the number and kind of securities purchasable upon the exercise of the Warrants
shall be subject to adjustment from time to time upon the happening of certain
events as follows:
(a) In case the Company shall (i) declare a stock dividend or make a
distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (iii) combine or
reclassify its outstanding share of Common Stock into a smaller number
of shares, the Exercise Price in effect at the time of the record date
for such dividend or distribution or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that
it shall equal the price determined by multiplying the Exercise Price
by a fraction, the denominator of which shall be the number of shares
of Common Stock outstanding after giving effect to such action, and
the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such action. Such adjustment shall
be made successively whenever any event listed above shall occur.
(b) Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to Subsection (a) above, the number of shares
purchasable upon exercise of this Warrant (the "Warrant Number") shall
simultaneously be adjusted by multiplying the number of shares
initially issuable upon exercise of this Warrant by the Exercise Price
in effect on the date hereof and dividing the product so obtained by
the Exercise Price, as adjusted.
(c) Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted Warrant Number to be mailed to Holder, at
Holder's last address appearing in the Warrant Register, and shall
cause a certified copy thereof to be mailed to its transfer agent, if
any. The Company may retain a firm of independent certified public
-4-
accountants selected by the Board of Directors (who may be the regular
accountants employed by the Company) to make any computation required
by this Section 7, and a certificate signed by such firm shall be
conclusive evidence of the correctness of such adjustment.
(d) In the event that at any time, as a result of an adjustment made
pursuant to Subsection (a) above, Holder thereafter shall become
entitled to receive any shares of the Company, other than Common
Stock, thereafter the number of such other shares so receivable upon
exercise of this Warrant shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the Common Stock contained in
Subsection (a) above.
(e) Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant, Warrants
theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Agreement.
(f) In addition to the foregoing, if the Company distributes any rights,
options or warrants (whether or not immediately exercisable) to all
holders of the Common Stock entitling them to purchase shares of
Common Stock at a price per share less than the Fair Market Value (as
determined under the Stockholders' Agreement) per share on the record
date relating to such distribution, the Warrant Number shall be
adjusted in accordance with the formula:
W' = W x O + N
--------------
O + (N x P)/M
where:
W' = the adjusted Warrant Number.
W = the Warrant Number immediately prior to the record
date for any such distribution.
O = the number of shares of Common Stock outstanding
on the record date for any such distribution.
N = the number of additional shares of Common Stock
issuable upon exercise of such rights, options
or warrants.
P = the exercise price per share of such rights, options
or warrants.
M = the Fair Market Value per share of Common
Stock on the record date for any such distribution.
-5-
The adjustment shall be made successively whenever any such
rights, options or warrants are issued and shall become effective
immediately after the record date for the determination of
stockholders entitled to receive the rights, options or warrants. If
at the end of the period during which such rights, options or warrants
are exercisable, not all rights, options or warrants shall have been
exercised, the adjusted Warrant Number shall be immediately readjusted
to what it would have been if "N" in the above formula had been the
number of shares actually issued.
8. Officer's Certificate. Whenever the Exercise Price or the Warrant Number
---------------------
shall be adjusted as required by the provisions of Section 7, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner computing such adjustment. Each such officer's certificate shall be made
available at all reasonable times for inspection by Holder and the Company shall
forthwith, after each such adjustment, mail a copy by certified mail of such
certificate to Holder.
9. Notices to Warrant Holders. So long as this Warrant shall be outstanding,
--------------------------
(a) if the Company shall pay any dividend or make any distribution upon the
Common Stock or (b) if the Company shall offer to all the holders of Common
Stock for subscription or purchase by them any share of any class or any other
rights or (c) if the capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale of all or substantially all of the property and
assets of the Company to another corporation or voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be effected, then in
any such case, the Company shall cause to be mailed by certified mail to the
holder, at least ten days prior to the date specified in (x) or (y) below, as
the case may be, a notice containing a brief description of the proposed action
and stating the date on which (x) a record is to be taken for the purpose of
such dividend, distribution or rights, or (y) such reclassification,
reorganization, consolidation, merger, sale, dissolution, liquidation or winding
up is to take place and date, if any is to be fixed, as of which the holders of
the Common Stock or other securities shall receive cash or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up. Notwithstanding the above,
the failure to give such notice shall not affect the validity of any transaction
for which the notice was required to be given.
10. Reclassifications or Reorganizations. In case of any reclassification,
------------------------------------
capital reorganization or other change of outstanding shares of Common Stock of
the Company that does not constitute a Mandatory Exercise Transaction as defined
in Section 11 hereinbelow (a "Conversion Transaction"), the Company shall, as a
condition precedent to any such Conversion Transaction, cause effective
provisions to be made so that Holder shall have the right thereafter by
exercising this Warrant at any time prior to the expiration of the Warrant, to
purchase the kind and amount of shares of stock and other securities and
property receivable upon the consummation of such Conversion Transaction by a
holder of the number of shares of Common Stock which might have been purchased
upon exercise of this Warrant immediately prior to such Conversion
-6-
Transaction. Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Warrant. The foregoing provisions of this Section 10 shall similarly
apply to successive Conversion Transactions. In the event that in connection
with any such Conversion Transaction any shares of Common Stock shall be issued
in exchange, conversion, substitution or payment, in whole or in part, for a
security of the Company other than Common Stock, any such issue shall be treated
as an issue of Common Stock covered by the provisions of Subsection (a) of
Section 7 hereof. Notwithstanding any implication to the contrary, any
transaction that constitutes a Mandatory Exercise Transaction under Section 11
hereof shall not be deemed to constitute a Conversion Transaction.
11. Mandatory Exercise of Warrant Rights. So long as this Warrant shall be
------------------------------------
outstanding, if the Company proposes to enter into a Mandatory Exercise
Transaction (as hereinafter defined), then in any such case, the Company shall
cause to be mailed by certified mail to Holder, at least twenty (20) days prior
to the date such proposed Mandatory Exercise Transaction is to be effectuated, a
notice containing (a) a brief description of the proposed Mandatory Exercise
Transaction; and (b) the date upon which such proposed Mandatory Exercise
Transaction is to take place. Any such notice delivered under this Section 11
shall be deemed to satisfy the notice requirements of Section 9 hereof. The
failure to give such notice, however, shall not affect the validity of any
proposed Mandatory Exercise Transaction for which the notice was required to be
given. During the period beginning on the date of Holder's receipt of such
notice and ending on the date which is five (5) days prior to the date upon
which such proposed Mandatory Exercise Transaction is to take place, as set
forth in the notice (the "Mandatory Exercise Period"), Holder must exercise his
right, in accordance with the applicable conditions of exercise set forth in
Section 1 hereof, to purchase all of the Warrant Shares which Holder is entitled
to purchase hereunder. If Holder fails to so exercise such right within the
Mandatory Exercise Period, this Warrant shall immediately become canceled, null
and void, and of no further legal force or effect. For purposes hereof, a
"Mandatory Exercise Transaction" shall mean any of the following:
(a) any merger or consolidation of the Company with or into any
corporation or other entity that is not a wholly-owned subsidiary of
the Company, other than a merger in which the Company or a wholly-
owned subsidiary of the Company is the surviving corporation;
(b) any sale or disposition of all or substantially all of the assets of
the Company to a person or entity other than a wholly-owned subsidiary
of the Company;
(c) any transaction involving (i) the Drag Along Rights set forth in
Section 2.2 of the Stockholders' Agreement, or (ii) a Sale of the
Company in accordance with Section 2.3 of the Stockholders' Agreement
(either, a " Company Transaction");
(d) any transaction where Holder elects to exercise his Tag Along rights
set forth in Section 2.1 of the Stockholders' Agreement; or
(e) any public offering by the Company of Common Stock.
-7-
12. Registration Rights. Upon exercise of this Warrant, Holder shall be
-------------------
entitled to all of the rights set forth in the Registration Rights Agreement.
13. Non-Callable Warrant. This Warrant may not be called by the Company at
--------------------
any time.
14. Representations of Holder. By accepting delivery of this Warrant, the
-------------------------
Holder hereby represents, warrants and covenants as follows:
(a) Holder is an "accredited investor" as such term is defined in Rule 501
of Regulation D promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act").
(b) Holder is acquiring the Warrant Shares solely for his own account for
investment and not with a view to, or for sale in connection with, any
distribution thereof. Holder acknowledges and agrees that (i) this
Warrant is not transferable, and (ii) he will not, directly or
indirectly, offer, transfer, sell, pledge, hypothecate or otherwise
dispose of any Warrant Shares (or solicit any offers to buy, purchase
or other acquire or take a pledge of any such Warrant Shares) except
in compliance with the Securities Act and the rules and regulations
thereunder, other applicable laws, rules and regulations, and the
Stockholders' Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed the
undersigned, as of the date set forth below.
IXL ENTERPRISES, INC., a Delaware corporation
Date:______________________ By:___________________________
Name:
Title:
-8-
PURCHASE FORM
(to be executed only upon exercise of Warrant)
Dated: _________________
The undersigned hereby (i) irrevocably elects to exercise the within Warrant
to the extent of purchasing _____________ (______) shares of the Common Stock
(the "Warrant Shares") on the terms and conditions specified in this Warrant;
(ii) surrenders this Warrant; and (iii) directs that the Warrant Shares be
registered or placed in the name of Holder and at the address specified below
and delivered thereto.
The undersigned, by its exercise of this Warrant, acknowledges, represents to
and agrees with the Company as follows:
(1) The undersigned represents that he is an "accredited investor" as such term
is defined in Rule 501 of Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act").
(2) The undersigned further represents that he is acquiring the Warrant Shares
solely for his own account for investment and not with a view to, or for
sale in connection with, any distribution thereof. The undersigned agrees
that he will not, directly or indirectly, offer, transfer, sell, pledge,
hypothecate or otherwise dispose of any Warrant Shares (or solicit any
offers to buy, purchase or other acquire or take a pledge of any such
Warrant Shares) except in compliance with the Securities Act and the rules
and regulations thereunder, other applicable laws, rules and regulations,
and the Stockholders' Agreement.
(3) The undersigned further represents that (A) he has received the
Confidential Memorandum dated _____________, 1997 (the "Memorandum"); (B)
he has carefully examined the Memorandum, and has had an opportunity to ask
questions of, and receive answers from, representatives of the Company, and
to obtain additional information concerning the Company; and (C) he does
not require additional information regarding the Company in connection with
the Warrant Shares.
(4) The undersigned acknowledges that the Company reserves the right prior to
any offer, sale or other transfer pursuant to an exemption from the
registration requirements of the federal and state securities laws to
require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company of the applicability and
effectiveness of such exemptions.
- SIGNATURES ON THE FOLLOWING PAGE -
-9-
IN WITNESS WHEREOF, this Purchase Form has been executed and delivered by Holder
as of the date first above written.
Name of Holder: ________________________________________
(Please type or print in block letters)
Address of Holder: ________________________________________
________________________________________
________________________________________
Signature of Holder: ________________________________________
-10-
EXHIBIT "A"
-----------
AGREEMENT TO BE BOUND
The undersigned hereby joins in and signifies adoption of and agreement to
be bound, as a Stockholder, by the terms and conditions of
_________________________, dated _____________, and all amendments thereto (the
"Stockholders' Agreement"), and authorizes the attachment of this signature page
to a duplicate original of the Stockholders' Agreement.
The undersigned acknowledges receipt of a copy of the Stockholders'
Agreement. The undersigned acknowledges that he has read the Stockholders'
Agreement and understands that by signing this document, he shall thereby assume
all of the duties and obligations of a Stockholder thereunder.
Capitalized terms herein have the meanings set forth in the Stockholders'
Agreement.
Date:_____________ ________________________________________
(Signature)
Number of Shares held:
______________________ ________________________________________
(Name)
_________________________________________
_________________________________________
_________________________________________
(Address)
-11-
EXHIBIT "B"
-----------
AGREEMENT TO BE BOUND TO REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT TO BE BOUND BY REGISTRATION RIGHTS AGREEMENT (the "Agreement"),
dated as of _______________, ____ between IXL ENTERPRISES, INC., a Delaware
corporation (the "Company"), Xxxxx Investment Associates V, L.P., a Delaware
limited partnership ("Majority Shareholder") and _______________ ("Holder").
RECITALS
--------
A. The Company has entered into a Registration Rights Agreement, dated as of
April 30, 1996 among the Company and certain other parties, a copy of which is
attached hereto and incorporated herein as Exhibit "A" (the "Registration Rights
-----------
Agreement"), which addresses the registration of Registrable Securities.
B. The Company has agreed to issue warrants to purchase an aggregate of _____
shares of validly issued, fully paid and nonassessable Class B Common Stock of
the Company, $.01 par value (the "IXL Stock"), valued at $_______ per share as
of the date hereof to Holder contemporaneously herewith pursuant to an Agreement
and Plan of Merger dated of even date herewith (the "Agreement of Merger") by
and among the Company, IXL MERGER CORP. III, INC., a Delaware corporation, or
its successors or assigns ("Sub"), BOXTOP INTERACTIVE, INC., a California
corporation ("BII"), and the shareholders of BII listed on the signature page
thereto.
C. The Company and Holder Shareholders desire to make Holder a party to the
Registration Rights Agreement.
In consideration of the parties entering into the agreements and carrying out
the transactions described in the Registration Rights Agreement, and for other
good and valuable consideration, the parties agree as follows:
1. Agreement by Holder. Holder hereby accepts and agrees to be bound by all
-------------------
of the terms and conditions of the Registration Rights Agreement, as if he or
she were an original party thereto. Holder further covenants and agrees that he
will comply with all of the terms and conditions of the Registration Rights
Agreement, as if he were an original party thereto.
2. Agreement by Company. The Company hereby accepts Holder as a party to the
--------------------
Registration Rights Agreement as if Holder were original an party thereto. The
Company further covenants and agrees that it will treat Holder as if he were
original party to the Registration Rights Agreement, affording Holder all
applicable rights and privileges thereunder. The Company represents and
warrants that the Registration Rights Agreement attached hereto as Exhibit "A"
-----------
is a true and correct copy of the Registration Rights Agreement.
3. Consent by Majority Shareholder. The Majority Shareholder hereby consents
-------------------------------
to this Agreement to be Bound to Registration Rights Agreement.
-12-
4. Holder Deemed a Party. Holder is hereby deemed to be a party to the
---------------------
Registration Rights Agreement as if originally named therein.
5. Definitions. Unless otherwise indicated, each capitalized term used
-----------
herein shall have the meaning specified in the Registration Rights Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
-13-
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the date first above written.
IXL ENTERPRISES, INC.
By:_________________________________
Name:
Title:
HOLDER
Date:____________________ ____________________________________
(Signature)
Number of Shares held:
__________________ ____________________________________
(Name)
____________________________________
____________________________________
____________________________________
(Address)
Agreed and consented to
this ___ day of ___________, ____
XXXXX INVESTMENT ASSOCIATES V, L.P.
By:______________________________
Title:___________________________
-14-
