EXHIBIT 10.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as
of July 22, 2003, by and among NMP, Inc., a Delaware corporation ("Holdco"),
XxxxxxXxxxx.xxx, Inc., a Delaware corporation ("Parent"), and the undersigned
stockholder (the "Stockholder") of Pinnacor Inc., a Delaware corporation (the
"Company"). All capitalized terms herein not otherwise defined shall have the
meaning ascribed to them in the Merger Agreement (as defined below).
RECITALS
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of the
date hereof (the "Merger Agreement") by and among Parent, the Company, Holdco,
Maple Merger Sub, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Holdco ("Parent Merger Sub"), and Pine Merger Sub, Inc., a
Delaware corporation and a direct wholly owned subsidiary of Holdco ("Company
Merger Sub"), Parent Merger Sub is merging with and into Parent (the "Parent
Merger") and Company Merger Sub is merging with and into the Company (the
"Company Merger" and together with the Parent Merger, the "Mergers") whereby
after the Mergers each of Parent and the Company shall be the surviving
corporations of the Mergers and direct wholly owned subsidiaries of Holdco;
WHEREAS, the Stockholder is the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of shares of the outstanding common stock, $0.01 par value per share,
of the Company in the amounts indicated on the final page of this Agreement
(the "Shares"); and
WHEREAS, as a material inducement for Holdco and Parent to enter into
the Merger Agreement, the Stockholder agrees to (i) in accordance with the
terms hereof, not transfer or otherwise dispose of any of such Stockholder's
Shares or New Shares (as defined below), or any and all other shares or
securities of the Company issued, issuable, exchanged or exchangeable in
respect of any Shares or New Shares (collectively with respect to each
Stockholder, the "Securities"), and (ii) vote such Stockholder's Securities as
set forth herein.
NOW, THEREFORE, in contemplation of the foregoing and in
consideration of the mutual agreements, covenants, representations and
warranties contained herein and intending to be legally bound hereby, the
parties agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance. The Stockholder agrees to be
subject to such Stockholder's Proxy (as defined in Section 3) and agrees that
it will not take or permit any action to, directly or indirectly, (i)
transfer, sell, assign, give, exchange or pledge, or otherwise dispose of or
encumber the Stockholder's Securities prior to the Expiration Date (as defined
below), or to make any offer or agreement relating thereto, at any time prior
to the Expiration Date; (ii) deposit any of the Stockholder's Securities into
a voting trust or enter into a voting agreement or arrangement with respect to
such Stockholder's Securities or grant any proxy (except for the Proxy (as
defined in Section 3 below)) or power of attorney with respect thereto, in
each case, in a manner that conflicts or may conflict with the Stockholder's
obligations hereunder, or (iii) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect sale,
assignment, transfer, exchange or other disposition of or transfer of any
interest in or the voting of any of the Stockholder's Securities, in each
case, in a manner that conflicts or may conflict with the Stockholder's
obligations hereunder; provided, however, that notwithstanding the foregoing,
each of Holdco, Parent and the Company acknowledges that GapStar, LLC
("GapStar") has pledged (the "Pledge") and granted a security interest (the
"Security Interest") in its Shares to a lender to secure loans made to GapStar
by such lender and to the extent that GapStar acquires any New Shares or any
other shares or securities of the Company issued, issuable, exchanged or
exchangeable in respect of such Shares or New Shares, such securities shall
also be subject to the Pledge and the Security Interest. As used herein, the
term "Expiration Date" shall mean the earlier to occur of (i) the Effective
Time (as such term is defined in the Merger Agreement), and (ii) the date on
which the Merger Agreement is terminated in accordance with its terms
(including any extensions to the Merger Agreement, as provided for therein).
1.2 New Shares. The Stockholder agrees that any shares or
securities of the capital stock of the Company that the Stockholder purchases
or with respect to which the Stockholder otherwise acquires beneficial
ownership after the date of this Agreement and prior to the Expiration Date
(the "New Shares"), and any and all other shares or securities of the Company
issued, issuable, exchanged or exchangeable prior to the Expiration Date in
respect of any New Shares, shall be subject to the terms and conditions of
this Agreement to the same extent as if they constituted Shares.
2. Agreement to Vote. Prior to the Expiration Date, at every
meeting of the stockholders of the Company called with respect to any of the
following, and at every postponement or adjournment thereof, and on every
action or approval by written consent of the stockholders of the Company with
respect to any of the following, the Stockholder agrees to vote such
Stockholder's Securities, and, to the extent applicable, cause holders of
record of such Stockholder's Securities to vote: (i) in favor of approval of
the Merger Agreement, the Company Merger, the transactions contemplated
thereby and any matter that could reasonably be expected to facilitate the
Company Merger; (ii) in favor of any alternative structure as may be agreed
upon by Holdco, Parent and the Company to effect the Company Merger; provided
that such alternative structure is on terms in the aggregate no less favorable
to the Company's stockholders than the terms of the Company Merger set forth
in the Merger Agreement; and (iii) against the consummation of any Alternative
Transaction (other than any alternative structure proposed in subsection 2(ii)
above). Prior to the Expiration Date, the Stockholder will not enter into any
agreement or understanding with any person or entity to vote or give
instructions in any manner inconsistent with this Section 2.
3. Proxy. Concurrent with the execution of this Agreement, the
Stockholder agrees to deliver to Parent a proxy in the form attached hereto as
Exhibit A (the "Proxy"), which shall be irrevocable to the extent provided in
Section 212 of the Delaware General Corporation Law prior to the Expiration
Date, covering the total number of Securities beneficially owned or as to
which beneficial ownership is acquired (as such term is defined in Rule 13d-3
under the Exchange Act) by such Stockholder. The Proxy shall not be terminated
prior to the Expiration Date by any act of the Stockholder or by operation of
law, whether by the death or incapacity of the Stockholder or by the
occurrence of any other event or events (including, without limitation, the
termination of any trust or estate for which the Stockholder is acting as a
fiduciary or fiduciaries or the dissolution or liquidation of any corporation
or partnership). If between the execution hereof and the Expiration Date, the
Stockholder should die or become incapacitated, or if any trust or estate
holding the Securities should be terminated, or if any corporation or
partnership holding the Securities should be dissolved or liquidated, or if
any other such similar event or events shall occur before the Expiration Date,
certificates representing the Securities shall be delivered by or on behalf of
the Stockholder in accordance with the terms and conditions of this Agreement,
and actions taken by Holdco and Parent hereunder shall be as valid as if such
death, incapacity, termination, dissolution, liquidation or other similar
event or events had not occurred, regardless of whether or not Holdco or
Parent has received notice of such death, incapacity, termination,
dissolution, liquidation or other event.
4. No Opposition. Prior to the Expiration Date and subject to
Section 9.16, the Stockholder agrees not to take, or cause to be taken, any
action inconsistent with the consummation of the Company Merger and the
transactions contemplated by the Merger Agreement. Prior to the Expiration
Date, the Stockholder agrees to take, or cause to be taken, all actions
necessary to facilitate, encourage or otherwise support the Company Merger
and the transactions contemplated by the Merger Agreement.
5. Acknowledgement. The parties acknowledge and agree that
neither Parent, nor the successors, assigns, subsidiaries, divisions, employees,
officers, directors, stockholders, agents and affiliates of Parent shall owe
any duty to, whether in law or otherwise, or incur any liability of any kind
whatsoever, including without limitation, with respect to any and all claims,
losses, demands, causes of action, costs, expenses (including reasonable
attorney's fees) and compensation of any kind or nature whatsoever to the
Stockholder in connection with or as a result of any voting (or refrain from
voting) by Parent of the Securities subject to the Proxy hereby granted to
Parent at any annual, special or other meeting or action of the stockholders
of the Company, or the execution of any consent of the stockholders of the
Company. The parties acknowledge that, pursuant to the authority hereby
granted under the Proxy, Parent may, in accordance with the terms of the
Proxy, vote the Securities in furtherance of its own interests, and Parent is
not acting as a fiduciary for the Stockholder; provided however that Parent
shall vote the Securities in accordance with Section 2.
6. Representations, Warranties and Covenants of Stockholder. The
Stockholder hereby represents, warrants and covenants to Holdco and Parent
that:
6.1 Ownership. The Stockholder has good and valid title
to, and is the sole legal and beneficial owner of the Shares, in each case free
and clear of all Liens (other than in the case of GapStar, the Pledge and the
Security Interest). As of the date hereof, the Stockholder does not
beneficially own any shares or securities of the capital stock of the Company
other than such Stockholder's Shares.
6.2 Authorization. The Stockholder has all requisite power
and authority to execute and deliver this Agreement and the Proxy and to
consummate the transactions contemplated hereby and thereby and has sole
voting power and sole power of disposition, with respect to all of the Shares
with no restrictions on its voting rights or rights of disposition pertaining
thereto. The Stockholder has duly executed and delivered this Agreement, and
this Agreement is a legal, valid and binding agreement of the Stockholder,
enforceable against the Stockholder in accordance with its terms.
6.3 No Violation. Neither the execution, delivery and
performance of this Agreement or the Proxy nor the consummation of the
transactions contemplated hereby and thereby will (i) require the Stockholder
to file or register with, or obtain any material permit, authorization,
consent or approval of, any Governmental or Regulatory Entity, or any other
entity (other than the filing of a Schedule 13D, Schedule 13G or amendment
thereto, if applicable); (ii) violate, or cause a breach of or default (or an
event which with notice or the lapse of time or both would become a default)
under, any contract, agreement or understanding, any statute or law, or any
judgment, decree, order, regulation or rule of any Governmental or Regulatory
Entity, or any other entity or any arbitration award binding upon the
Stockholder; or (iii) cause the acceleration of any obligation under or give
to others any right of termination, amendment, acceleration or cancellation
of, or result in the creation of a lien or other encumbrances on any property
or asset of the Stockholder pursuant to any provision of any indenture,
mortgage, lien, lease, agreement, contract, instrument, order, judgment,
ordinance, regulation or decree to which the Stockholder is subject or by
which the Stockholder or any of the Stockholder's properties or assets are
bound. No proceedings are pending which, if adversely determined, will have a
material adverse effect on any ability to vote or dispose of any of the
Shares.
7. Further Assurances. The Stockholder hereby covenants and
agrees to execute and deliver, or cause to be executed or delivered, such
additional proxies, consents, waivers and other instruments, and undertake any
and all further action, necessary or desirable, in the reasonable opinion of
Holdco or Parent, to carry out the purpose and intent of this Agreement and to
consummate the Company Merger under the terms of the Merger Agreement or any
other agreement to which such Stockholder is a party.
8. Termination. This Agreement and the Proxy delivered in
connection herewith shall terminate and shall have no further force or effect
as of the Expiration Date; provided that nothing herein shall relieve any party
from liability hereof for breaches of this Agreement and/or the Proxy prior
to the Expiration Date.
9. Miscellaneous.
9.1 Waiver. No waiver by any party hereto of any
condition or any breach of any term or provision set forth in this Agreement
shall be effective unless in writing and signed by each party hereto. The
waiver of a condition or any breach of any term or provision of this Agreement
shall not operate as or be construed to be a waiver of any other previous or
subsequent breach of any term or provision of this Agreement.
9.2 Severability. In the event that any term, provision,
covenant or restriction set forth in this Agreement, or the application of any
such term, provision, covenant or restriction to any person, entity or set of
circumstances, shall be determined by a court of competent jurisdiction to be
invalid, unlawful, void or unenforceable to any extent, the remainder of the
terms, provisions, covenants and restrictions set forth in this Agreement, and
the application of such terms, provisions, covenants and restrictions to
persons, entities or circumstances other than those as to which it is
determined to be invalid, unlawful, void or unenforceable, shall remain in
full force and effect, shall not be impaired, invalidated or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by applicable law.
9.3 Binding Effect and Assignment. This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor
any of the rights, interests or obligations of the parties hereto may be
assigned by either of the parties without the prior written consent of the
other; provided, however, that each of Holdco and Parent may freely assign its
rights to a subsidiary of Holdco or Parent without such prior written approval
but no such assignment shall relieve Holdco or Parent of any of its
obligations hereunder. Any purported assignment without such consent shall be
void.
9.4 Amendment and Modification. This Agreement may not be
modified, amended, altered or supplemented except by the execution and
delivery of a written agreement executed by the parties hereto.
9.5 Specific Performance; Injunctive Relief. Each of the
parties hereto hereby acknowledge that (i) the representations, warranties,
covenants and restrictions set forth in this Agreement are necessary,
fundamental and required for the protection of Holdco and Parent and to
preserve for Holdco and Parent the benefits of the Mergers; (ii) such
covenants relate to matters which are of a special, unique, and extraordinary
character that gives each such representation, warranty, covenant and
restriction a special, unique, and extraordinary value; and (iii) a breach of
any such representation, warranty, covenant or restriction, or any other term
or provision of this Agreement, will result in irreparable harm and damages to
Holdco and Parent that cannot be adequately compensated by a monetary award.
Accordingly, Holdco, Parent and the Stockholder hereby expressly agree that in
addition to all other remedies available at law or in equity, Holdco and
Parent shall be entitled to the immediate remedy of specific performance, a
temporary and/or permanent restraining order, preliminary injunction, or such
other form of injunctive or equitable relief as may be used by any court of
competent jurisdiction to restrain or enjoin any of the parties hereto from
breaching any representations, warranties, covenants or restrictions set forth
in this Agreement, or to specifically enforce the terms and provisions hereof.
9.6 Governing Law. This Agreement shall be governed by and
construed, interpreted and enforced in accordance with the internal laws of
the State of Delaware without giving effect to any choice or conflict of law
provision, rule or principle (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware.
9.7 Jurisdiction. The parties to this Agreement agree
that any suit, action or proceeding arising out of, or with respect to, this
Agreement or the Proxy, or any judgment entered by any court in respect
thereof shall be brought in the courts of California, County of San Francisco
or in the U.S. District Court for the Northern District of California as the
commencing party may elect, and the Stockholder hereby accepts the exclusive
jurisdiction of those courts for the purpose of any suit, action or
proceeding. In addition, the Stockholder hereby irrevocably waives, to the
fullest extent permitted by law, any objection which the Stockholder may now
or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or such Stockholder's Proxy or
any judgment entered by any court in respect thereof brought in California,
County of San Francisco or the U.S. District Court for the Northern District
of California, as selected by the commencing party, and hereby further
irrevocably waives any claim that any suit, action or proceedings brought in
California or in such District Court has been brought in an inconvenient
forum.
9.8 Entire Agreement. This Agreement and the Proxy contain
the entire understanding of the parties in respect of the subject matter
hereof, and supersede all prior negotiations and understandings between the
parties with respect to such subject matters.
9.9 Notices. All notices and other communications pursuant
to this Agreement shall be in writing and deemed to be sufficient if contained
in a written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to
the parties at the following address (or at such other address for a party as
shall be specified by like notice):
If to Holdco or Parent: XxxxxxXxxxx.xxx, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
with a copy to: Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
If to the Stockholder: To the address for notice
set forth on the
signature page hereof.
9.10 Further Assurances. The Stockholder shall execute and
deliver any additional certificate, instruments and other documents, and take
any additional actions, as Holdco or Parent may deem necessary or desirable,
in the reasonable opinion of Holdco or Parent, to carry out and effectuate the
purpose and intent of this Agreement and the transactions contemplated hereby
9.11 Expenses. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement or the Proxy,
the prevailing party shall be entitled to reasonable attorney's fees, costs
and necessary disbursements in addition to any other relief to which such
party may be entitled after a final, non-appealable judgment that this
Agreement has been breached by the non-prevailing party and such breach has
caused actual damages to the prevailing party. In no event shall the
prevailing party be entitled to consequential, speculative or punitive
damages.
9.12 Remedies Not Exclusive. All rights, powers and
remedies provided under this Agreement or otherwise available in respect hereof
at law or in equity will be cumulative and not alternative, and the exercise of
any thereof by either party will not preclude the simultaneous or later exercise
of any other such right, power or remedy by such party.
9.13 Waiver of Jury Trial. Each party hereto irrevocably
waives any and all right to trial by jury in any legal proceeding arising out
of or related to this Agreement, the Proxy or the transactions contemplated
hereby and thereby.
9.14 Counterparts. This Agreement may be executed in any
number of counterparts and delivered by facsimile, each of which when so
executed and delivered shall be deemed an original, but all of which together
shall constitute but one and the same instrument and the delivering party
covenants and agrees that an original will be sent immediately thereafter in
accordance with Section 9.9.
9.15 Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction or interpretation of
this Agreement.
9.16 No Limitation on Actions of the Stockholder as
Director. Notwithstanding anything to the contrary in this Agreement, in the
event the Stockholder is an officer or director of the Company, nothing in
this Agreement, including, without limitation, Sections 4 and 7, is intended
or shall be construed to require the Stockholder, in the Stockholder's
capacity as a officer or director of the Company, to act or fail to act in
accordance with the Stockholder's fiduciary duties in such capacity.
9.17 Disclosure. The Stockholder hereby authorizes Parent
to publish or disclose in any Parent SEC Reports or any reports filed with the
SEC by Holdco, including, without limitation, a Schedule 13D, its identity and
the nature of its commitments, arrangements and understandings under this
Agreement.
9.18 Consent of Spouse. If the Stockholder is married, the
Stockholder either (a) acknowledges that he is not a domiciliary resident of a
"community property" state or (b) agrees to deliver to Parent the Consent of
Spouse attached hereto as Exhibit B on the date hereof.
9.19 Legend on Share Certificates. Each certificate
representing any Securities shall be endorsed by the Company with a legend
reading substantially as follows:
"The right to vote the shares represented by this
certificate is subject to certain restrictions set forth in
a voting agreement, a copy of which is on file at the
corporation's principal place of business."
It being understood and agreed that the legend set forth above shall be
removed by delivery of substitute certificates without such legend upon
termination of this Agreement.
[Remainder of the Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have caused this Voting Agreement to
be duly executed on the day and year first above written.
HOLDCO:
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: CEO
PARENT:
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: CEO
STOCKHOLDER:
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
Stockholder's Address for Notice:
______________________________________________
______________________________________________
______________________________________________
Shares beneficially owned:
__________ shares of the Company Common Stock
SIGNATURE PAGE TO VOTING AGREEMENT
EXHIBIT A
PROXY TO VOTE STOCK OF THE COMPANY
The undersigned stockholder of Pinnacor Inc., a Delaware corporation
(the "Company"), hereby irrevocably (to the full extent permitted by Section
212 of the Delaware General Corporation Law, except as provided below)
appoints Xxxxx Xxxxxx, Xxxx Xxxxx and Xxxx Xxxxxxxx of XxxxxxXxxxx.xxx, Inc.,
a Delaware corporation ("Parent"), and each of them, as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting and related rights (to the
full extent that the undersigned is entitled to do so) with respect to all of
the shares of capital stock of the Company that now are or hereafter may be
beneficially owned by the undersigned, and any and all other shares or
securities of the Company issued, issuable, exchanged or exchangeable in
respect thereof on or after the date hereof (collectively, the "Securities")
in accordance with the terms of this Proxy. The Securities beneficially owned
by the undersigned stockholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of
this Proxy, any and all prior proxies given by the undersigned with respect to
any Securities are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to the Securities until after the Expiration
Date (as defined below).
This Proxy is irrevocable (to the extent provided in Section 212 of
the Delaware General Corporation Law), is coupled with an interest and is
granted pursuant to that certain Voting Agreement dated as of July 22, 2003,
by and among Parent, NMP, Inc., a Delaware corporation ("Holdco") and the
undersigned stockholder (the "Voting Agreement"), and is granted in
consideration of Parent and Holdco entering into that certain Agreement and
Plan of Merger dated as of the date hereof (the "Merger Agreement") by and
among Parent, the Company, Holdco, Maple Merger Sub, Inc., a Delaware
corporation and a direct wholly owned subsidiary of Holdco, and Pine Merger
Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of
Holdco. As used herein, the term "Expiration Date" shall mean the earlier to
occur of (i) the Effective Time (as such terms is defined in the Merger
Agreement), and (ii) the date on which the Merger Agreement is terminated in
accordance with its terms (including any extensions to the Merger Agreement,
as provided for therein).
The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, at any time prior to the
Expiration Date, to act as the undersigned's attorney and proxy to vote the
Securities, and to exercise all voting and other rights of the undersigned
with respect to the Securities (including, without limitation, the power to
execute and deliver written consents pursuant to Section 228 of the Delaware
General Corporation Law), at every annual, special or other meeting or action
of the stockholders of the Company, as applicable, or at any postponement or
adjournment thereof and in every written consent in lieu of such meeting: (i)
in favor of approval of the Merger Agreement, the Company Merger (as defined
in the Merger Agreement), the transactions contemplated thereby and any matter
that could reasonably be expected to facilitate the Company Merger; (ii) in
favor of any alternative structure as may be agreed by Parent and the Company
to effect the Company Merger; provided that such alternative structure is on
terms in the aggregate no less favorable to the Company's stockholders than
the terms of the Company Merger set forth in the Merger Agreement; and (iii)
against the consummation of any Alternative Transaction (other than any
alternative structure proposed in clause (ii) above). The attorneys and
proxies named above may not exercise this Proxy on any other matter except as
provided above. The undersigned stockholder may vote the Securities on all
other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Proxy is irrevocable (to the extent provided in Section 212 of
the Delaware General Corporation Law). This Proxy shall terminate, and be of
no further force and effect, automatically upon the Expiration Date.
Dated: July 22, 2003
______________________________________________
(Signature of Stockholder)
______________________________________________
(Print Name of Stockholder)
Shares beneficially owned:
__________ shares of the Company Common Stock
EXHIBIT B
CONSENT OF SPOUSE
I, ____________________, spouse of ____________________
("Stockholder"), have read and hereby approve the foregoing Voting Agreement.
In consideration of the benefits to which the Stockholder is entitled under
the Voting Agreement, I hereby agree to be irrevocably bound by the Voting
Agreement and further agree that any community property or other such interest
shall be similarly bound by the Voting Agreement. I hereby appoint my spouse
as my attorney-in-fact with respect to any amendment or exercise of any rights
under the Voting Agreement.
___________________________________
Spouse of Stockholder
INDIVIDUALS/ENTITIES SUBJECT TO THE VOTING AGREEMENT
GENERAL ATLANTIC PARTNERS 69, L.P. - 5,835,624 shares of common stock
GAP COINVESTMENT PARTNERS II, L.P. - 905,421 shares of common stock
GAPSTAR, LLC - 449,403 shares of common stock
RRE VENTURES II L.P. - 497,459 shares of common stock
RRE VENTURES FUND II L.P. - 87,022 shares of common stock
XXXXX XXXXX - 375,938 shares of common stock
XXXXX XXXXXXX - 5,000 shares of common stock
XXXX XXXXXXX - 437,500 shares of common stock
XXXXX XXXXXXX - 57,509 shares of common stock
XXXXX X. XXXXXXXX - 2,266,261 shares of common stock
XXXXXXX XXXXX - 170,861 shares of common stock
