EXHIBIT 10.22
EXECUTION COPY
SEABRIGHT INSURANCE HOLDINGS, INC.
STOCKHOLDERS AGREEMENT
This AGREEMENT (this "Agreement") is made as of September 30, 2003,
by and among SeaBright Insurance Holdings, Inc., a Delaware corporation (the
"Company"), the Persons listed on Schedule I attached hereto (as amended from
time to time, the "Summit Stockholders"), and the Persons listed on Schedule II
attached hereto (as amended from time to time, the "Other Stockholders"). The
Summit Stockholders and the Other Stockholders are collectively referred to
herein as the "Stockholders" and individually as a "Stockholder." Except as
otherwise indicated herein, capitalized terms used herein are defined in Section
6 hereof.
WHEREAS, the Summit Stockholders shall purchase shares of the
Company's Convertible Preferred Stock, par value $.01 per share (the
"Convertible Preferred Stock"), pursuant to that certain Stock Purchase
Agreement between the Summit Stockholders and the Company dated as of the date
hereof (the "Purchase Agreement");
WHEREAS, the Company and each Other Stockholder are parties to an
Executive Stock Agreement, dated as of the date hereof, pursuant to which each
Other Stockholder shall purchase shares of Convertible Preferred Stock;
WHEREAS, the Company and the Stockholders desire to enter into this
Agreement to establish the composition of the Company's Board of Directors (the
"Board"), to restrict the sale, assignment, transfer, encumbrance or other
disposition of certain Stockholder Shares, and to provide for certain rights and
obligations in respect thereto as hereinafter provided; and
WHEREAS, the execution and delivery of this Agreement is a condition
to the transactions contemplated by the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. Board of Directors.
(a) From and after the date of this Agreement and until the
provisions of this Section 1 cease to be effective, each holder of Stockholder
Shares will vote all of his or its Stockholder Shares which are voting shares
and any other voting securities of the Company over which such holder has voting
control and shall take all other necessary or desirable actions within his or
its control (whether in his or its capacity as a stockholder, or through any of
its representatives serving as a director, member of a board committee or
officer of the Company or any of its Subsidiaries or otherwise, and including,
without limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), and
the Company and its Subsidiaries shall take all necessary and desirable actions
within its control (including, without limitation, calling special board and
stockholder meetings), so that:
(i) The authorized number of directors on the Board shall be
established and maintained at five (5) directors (the "Directors") (or such
greater or lesser number as determined from time to time by the holders of a
majority of the Summit Shares).
(ii) The following individuals shall be nominated and elected to
the Board:
(A) two (2) representatives designated by the holders of a
majority of the Summit Shares, who shall initially be
Xxxxx X. Xxxxx and J. Xxxxx Xxxxxx (the "Summit
Directors"); and
(B) three (3) representatives designated by the holders of a
majority of the Summit Shares, one of whom shall be the
chief executive officer of the Company (the "CEO") and
the other two of whom shall be designated by the holders
of a majority of the Summit Shares after consultation
with the CEO (who, for avoidance of doubt, shall not
have any right of final approval thereof).
(iii) The removal from the Board (with or without cause) of any
representative designated hereunder by any party shall only be at such party's
request and under no other circumstances (in each case, determined by the party
entitled to designate any such representative pursuant to this Section 1(a)).
(iv) In the event that any representative designated hereunder by
any party ceases to serve as a member of the Board during his term of office,
the resulting vacancy on the Board will be filled by a representative selected
by the party entitled to designate such representative pursuant to Section 1(a).
(b) The Company will pay or promptly reimburse the actual
reasonable out-of-pocket expenses incurred by each Director in connection with
attending meetings of the Board or any committee of the Board.
(c) The provisions of this Section 1 shall terminate automatically
and be of no further force and effect upon the first to occur of (i) the
consummation of an IPO and (ii) the consummation of a Sale of the Company.
2. Restrictions on Transfer of Stockholder Shares.
(a) Transfer of Stockholder Shares. No holder of Stockholder
Shares (other than the Summit Stockholders) may sell, transfer, assign, pledge
or otherwise dispose of (whether directly or indirectly, whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
any interest (legal or beneficial) in any Stockholder Shares (a "Transfer"),
except Transfers pursuant to and in accordance with the provisions of Section
2(b) or Section 3 of this Agreement.
(b) Certain Permitted Transfers. The restrictions contained in
Section 2(a) will not apply to any Transfer of Stockholder Shares by any
Stockholder (i) among its Affiliates, (ii) pursuant to Section 3 or a Sale of
the Company or pursuant to a repurchase option in favor of the Company and/or
the Summit Stockholders as set forth in any written agreement between
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such Stockholder and the Company or (iii) pursuant to the applicable laws of
descent and distribution or among such Stockholder's Family Group; provided that
the restrictions contained in this Agreement will continue to apply to the
Stockholder Shares after any Transfer pursuant to clause (i) or (iii) above and
each transferee of such Stockholder Shares shall agree in writing, prior to and
as a condition to the effectiveness of such Transfer, to be bound by the
provisions of this Agreement, without modification or condition, subject only to
the consummation of the Transfer. Upon the Transfer of Stockholder Shares
pursuant to this Section 2(b), the transferor will deliver a written notice to
the Company and the other parties to this Agreement, which notice will disclose
in reasonable detail the identity of such transferee(s) and shall include an
original counterpart of the agreement of such transferee(s) to be bound by this
Agreement.
(c) Termination of Restrictions. The restrictions set forth in
this Section 2 shall continue with respect to each Stockholder Share until the
earlier of (i) the consummation of a Sale of the Company and (ii) the
consummation of an IPO.
3. Sale of the Company.
(a) If the Board and the holders of a majority of the Summit
Shares then outstanding (the "Requisite Holders") approve the sale of the
Company (whether by merger, consolidation, sale of all or substantially all of
its assets or sale of all of the outstanding capital stock) (the "Approved
Sale"), the holders of Stockholder Shares shall consent to and raise no
objections against the Approved Sale, and if the Approved Sale is structured as
a sale of stock, reverse merger or other transaction having the effect of a
stock sale, the holders of Stockholder Shares shall agree to sell all of their
Stockholder Shares on the terms and conditions approved by the Board and the
Requisite Holders. The holders of Stockholder Shares shall take all necessary
and desirable actions in connection with the consummation of the Approved Sale
as requested by the Requisite Holders and the Company.
(b) Upon the consummation of the Approved Sale, each Stockholder
shall receive in exchange for the Stockholder Shares held by such Stockholder
the same portion of the aggregate consideration from such Approved Sale that
such Stockholder would have received if such aggregate consideration had been
distributed by the Company in complete liquidation pursuant to the rights and
preferences set forth in the Company's Certificate of Incorporation as in effect
immediately prior to the consummation of such Approved Sale. All holders of
Stockholder Shares representing then currently exercisable options or warrants
to acquire Common Stock shall be given an opportunity, at the Board's
discretion, to either (A) exercise such options or warrants prior to the
consummation of the Approved Sale and participate in such sale as holders of
Common Stock or (B) upon the consummation of the Approved Sale, receive in
exchange for such options or warrants consideration equal to the amount
determined by multiplying (1) the same amount of consideration per share of
Common Stock received by the holders of Common Stock in connection with the
Approved Sale less the exercise price per share of Common Stock of such options
or warrants to acquire Common Stock by (2) the number of shares of Common Stock
represented by such then currently exercisable options or warrants.
(c) If the Company or the holders of the Company's securities
enter into any negotiation or transaction for which Rule 506 (or any similar
rule then in effect) promulgated by the Securities and Exchange Commission may
be available with respect to such negotiation or
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transaction (including a merger, consolidation or other reorganization), the
holders of Stockholder Shares who are not "accredited investors" (as such term
is defined in Rule 501 promulgated by the Securities and Exchange Commission)
will, at the request of the Company, appoint a purchaser representative (as such
term is defined in Rule 501 promulgated by the Securities and Exchange
Commission) reasonably acceptable to the Company. If any such holder of
Stockholder Shares appoints a purchaser representative designated by the
Company, the Company will pay the fees of such purchaser representative, but if
any holder of Stockholder Shares declines to appoint the purchaser
representative designated by the Company, such holder will appoint another
purchaser representative, and such holder will be responsible for the fees of
the purchaser representative so appointed.
(d) Generally, the Company shall pay all transaction costs
associated with any Approved Sale to the extent such costs are incurred for the
benefit of all holders of Stockholder Shares. To the extent such costs are not
paid by the Company prior to the distribution to the holders of Stockholder
Shares of proceeds from any Approved Sale, or by the acquiring company, such
costs shall be borne by each holder according to his or its pro rata share
(based upon the amount of consideration received by such holder for such
Stockholder Shares in the Approved Sale) of the costs of any Approved Sale. Each
holder of Stockholder Shares shall be obligated to join on a pro rata basis
(based upon the amount of consideration received by such holder for such
Stockholder Shares in the Approved Sale) in any indemnification or other
obligations that the Requisite Holders agree to provide in connection with such
Approved Sale (other than any such obligations that relate specifically to a
holder of Stockholder Shares such as indemnification with respect to
representations and warranties given by a holder regarding such holder's title
to and ownership of Stockholder Shares).
(e) The provisions of this Section 3 will terminate upon the
earlier to occur of (i) the consummation of an IPO and (ii) the consummation of
a Sale of the Company.
4. Legend; Securities Law Matters.
(a) Each certificate evidencing Stockholder Shares and each
certificate issued in exchange for or upon the Transfer of any Stockholder
Shares (if such shares remain Stockholder Shares as defined herein after such
Transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS
AGREEMENT, DATED AS OF SEPTEMBER 30, 2003, AMONG THE ISSUER OF SUCH
SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S STOCKHOLDERS
(AS AMENDED FROM TIME TO TIME, THE "STOCKHOLDER AGREEMENT"). A COPY
OF SUCH STOCKHOLDERS AGREEMENT WILL BE
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FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
WRITTEN REQUEST."
The Company shall imprint such legend on all certificates evidencing Stockholder
Shares. The legend set forth above shall be removed from the certificates
evidencing any shares which cease to be Stockholder Shares in accordance with
Section 7 hereof.
(b) In connection with the Transfer of any Stockholder Shares, the
holder thereof shall deliver written notice to the Company describing in
reasonable detail the Transfer or proposed Transfer, together with, if so
requested by the Company, an opinion of counsel which (to the Company's
reasonable satisfaction) is knowledgeable in securities law matters to the
effect that such Transfer of Stockholder Shares may be effected without
registration of such Stockholder Shares under the Securities Act. In addition,
if the holder of the Stockholder Shares delivers to the Company an opinion of
such counsel that no subsequent Transfer of such Stockholder Shares shall
require registration under the Securities Act, the Company shall promptly upon
such contemplated Transfer deliver new certificates for such securities which do
not bear the Securities Act legend set forth in Section 4(a) above. If the
Company is not required to deliver new certificates for such Stockholder Shares
not bearing such legend, the holder thereof shall not effect any Transfer of the
same until the prospective transferee has confirmed to the Company in writing
its agreement to be bound by the conditions contained in this Section 4(b) and
Section 4(a) above.
(c) Upon the request of any Stockholder, the Company shall
promptly supply to such Stockholder or its prospective transferees all
information regarding the Company required to be delivered in connection with a
Transfer pursuant to Rule 144A of the Securities and Exchange Commission.
(d) If any Stockholder Shares become eligible for sale pursuant to
Rule 144(k) of the Securities and Exchange Commission or no longer constitute
"restricted securities" (as defined under Rule 144(a) of the Securities and
Exchange Commission), the Company shall, upon the request of the holder of such
Stockholder Shares, remove the legend set forth in Section 4(a) above from the
certificates for such securities.
5. Transfers; Future Sales. Prior to any Stockholder Transferring
any Stockholder Shares (other than pursuant to Section 3) to any Person and
prior to the Company issuing any Common Stock (other than pursuant to a Public
Sale) or any options or other rights to acquire Common Stock or any securities
convertible into or exchangeable for such Common Stock to any Person, such
Stockholder or the Company, as the case may be, shall (subject to the remaining
provisions of this Section 5) cause the prospective transferee to be bound by
this Agreement and to execute and deliver to the Company and the other
Stockholders a counterpart of this Agreement. Transferees of Summit Shares
(other than the Other Stockholders, all of whom shall be deemed to be Other
Stockholders and the holders of Other Stockholder Shares hereunder) shall be
deemed to be Summit Stockholders and the holders of Summit Shares hereunder.
Transferees of Other Stockholder Shares (other than the Summit Stockholders or
their Affiliates and their designees, all of whom shall be deemed to be Summit
Stockholders and holders of Summit Shares hereunder) and transferees of Common
Stock (or options or other rights to acquire Common Stock or securities
convertible into or exchangeable for such Common
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Stock) issued or sold by the Company (other than the Summit Stockholders and/or
their Affiliates and designees, all of whom shall be deemed to be Summit
Stockholders and the holders of Summit Shares hereunder) shall be deemed to be
Other Stockholders hereunder. The provisions of this Section 5 shall terminate
automatically and shall be of no further force or effect upon the first to occur
of (i) the consummation of an IPO and (ii) the consummation of a Sale of the
Company.
6. Definitions.
"Affiliate" of a Stockholder means any other Person, entity or
investment fund controlling, controlled by or under common control with the
Stockholder and, in the case of a Stockholder which is a partnership or a
limited liability company, any partner or member, respectively, of the
Stockholder.
"Capital Stock" means, collectively, the Convertible Preferred Stock
and any other capital stock hereafter created by the Company, as the context may
require.
"Common Stock" means Company's Common Stock, par value $.01 per
share.
"Family Group" means a Stockholder's spouse and descendants (whether
or not adopted) and any trust solely for the benefit of the Stockholder and/or
the Stockholder's spouse and/or the Stockholder's descendants (by birth or
adoption), parents or dependents, or any corporation or partnership in which the
direct and beneficial owner of all of the equity interest is such Stockholder
and/or a member of such Stockholder's Family Group.
"IPO" means the sale in an underwritten public offering registered
under the Securities Act of shares of the Company's Common Stock.
"Other Stockholder Shares" means (i) any Capital Stock acquired by
any Other Stockholder and (ii) any equity securities issued or issuable directly
or indirectly with respect to the Capital Stock referred to in clause (i) above
by way of stock dividend or stock split or in connection with a combination of
stock, recapitalization, merger, consolidation or other reorganization, or, in
each case, any comparable transaction.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or other entity, or a government
or any branch, department, agency, political subdivision or official thereof.
"Public Sale" means any sale of Stockholder Shares to the public
pursuant to an offering registered under the Securities Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule 144
(other than Rule 144(k)) adopted under the Securities Act.
"Sale of the Company" means the sale of the Company pursuant to
which a party or parties acquire (i) capital stock of the Company possessing the
voting power under normal circumstances to elect a majority of the Company's
board of directors (whether by merger,
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consolidation or sale or transfer of the Company's capital stock) or (ii) all or
substantially all of the Company's assets determined on a consolidated basis.
"Securities Act" means the Securities Act of 1933, as amended from
time to time.
"Stockholder Shares" means the Summit Shares and the Other
Stockholder Shares. For purposes of this Agreement, each Stockholder who holds
options or warrants to acquire Capital Stock shall be deemed to be the holder of
all Stockholder Shares issuable (at the time of such determination) upon the
exercise of such options or warrants. As to any particular shares of stock
constituting Stockholder Shares, such shares will cease to be Stockholder Shares
when they have been (x) effectively registered under the Securities Act and
disposed of in accordance with the registration statement covering them or (y)
sold to the public through a broker, dealer or market maker pursuant to Rule 144
(or by any similar provision then in force) under the Securities Act, in each
case in conformity with the terms and conditions of this Agreement.
"Subsidiary" means with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof or (ii) if a partnership, association, limited
liability company or other business entity, a majority of the partnership,
membership or other similar ownership interests thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more Subsidiaries of
that Person or a combination thereof. For purposes hereof, a Person or Persons
shall be deemed to have a majority ownership interest in a partnership,
association or other business entity if such Person or Persons shall be
allocated a majority of partnership, association or other business entity gains
or losses or shall be or control the managing director or general partner of
such partnership, association or business entity.
"Summit Shares" means (i) any Capital Stock acquired by any Summit
Stockholder and (ii) any equity securities issued or issuable directly or
indirectly with respect to the Capital Stock referred to in clause (i) above by
way of stock dividend or stock split or in connection with a combination of
stock, recapitalization, merger, consolidation or other reorganization, or, in
each case, any comparable transaction.
7. Transfers in Violation of Agreement. Any Transfer or attempted
Transfer of any Stockholder Shares in violation of any provision of this
Agreement shall be void as against the Company, and the Company shall not record
such Transfer on its books or treat any purported transferee of such Stockholder
Shares as the owner of such shares for any purpose.
8. Amendment and Waiver. Except as otherwise provided herein, the
provisions of this Agreement may be amended, modified or waived only upon the
prior written consent of the Company and the holders of a majority of the
then-outstanding Stockholder Shares; provided that no such amendment,
modification or waiver that would materially and adversely treat the Other
Stockholders in a manner different than the Summit Stockholders shall be
effective against the Other Stockholders without the prior written consent of
the holders of a
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majority of the Other Stockholder Shares (with it being understood that the
addition of new parties to this Agreement as Summit Stockholders or Other
Stockholders shall in no event require the consent of any of the Other
Stockholders). The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
9. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
10. Entire Agreement. Except as otherwise expressly set forth
herein, this Agreement embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.
11. Successors and Assigns. Except as otherwise provided herein
(and subject to the provisions of Section 5), this Agreement shall bind and
inure to the benefit of and be enforceable by the Company and its successors and
assigns and the Stockholders and any subsequent holders of Stockholder Shares
and the respective successors and assigns of each of them, so long as they hold
Stockholder Shares. If a party hereto ceases to own any Stockholder Shares, such
party will no longer be deemed to be a Stockholder for purposes of this
Agreement.
12. Counterparts. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), each of which
shall be an original and all of which taken together shall constitute one and
the same agreement.
13. Remedies. The parties hereto acknowledge and agree that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that the Company and any Stockholder shall have the right to
injunctive relief, in addition to all of its rights and remedies at law or in
equity, to enforce the provisions of this Agreement. Nothing contained in this
Agreement shall be construed to confer upon any Person who is not a signatory
hereto or any successor or assign of a signatory hereto any rights or benefits,
as a third party beneficiary or otherwise.
14. Notices. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when personally delivered,
sent by telecopy (with receipt confirmed) on a business day during regular
business hours of the recipient (or, if not, on the next succeeding business
day) or three business days after sent by reputable overnight express courier
(charges prepaid), at the address listed below or at any address listed in the
Company's records in case of any Stockholder not so listed herein.
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If to the Company:
SeaBright Insurance Holdings, Inc.
0000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Chairman
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
With a copy to (which shall not constitute notice to the Company):
Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
And to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxx X. Xxxx, P.C.
Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
If to any Summit Stockholder:
Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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With a copy to (which shall not constitute notice to the Summit
Stockholders):
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxx X. Xxxx, P.C.
Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
15. Governing Law. All issues and questions concerning the
construction, validity, interpretation and enforceability of this Agreement and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law rules or provisions (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.
16. Delivery by Facsimile. This Agreement and any signed agreement
or instrument entered into in connection herewith or contemplated hereby, and
any amendments hereto or thereto, to the extent signed and delivered by means of
a facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall re-execute original forms thereof and
deliver them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine as a defense to the
formation of a contract and each such party forever waives any such defense.
17. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
18. No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day and year first above written.
SEABRIGHT INSURANCE HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxxxxx
------------------------------------
Its: President
SUMMIT VENTURES V, L.P.
By: Summit Partners V, L.P.
Its: General Partner
By: Summit Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
SUMMIT V COMPANION FUND, L.P.
By: Summit Partners V, L.P.
Its: General Partner
By: Summit Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
SUMMIT V ADVISORS FUND (QP), L.P.
By: Summit Partners V, L.P.
Its: General Partner
By: Summit Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
SUMMIT V ADVISORS FUND, L.P.
By: Summit Partners V, L.P.
Its: General Partner
By: Summit Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
SUMMIT VENTURES VI-A, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
SUMMIT VENTURES VI-B, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
SUMMIT VI ADVISORS FUND, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
SUMMIT VI ENTREPRENEURS FUND, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
SUMMIT INVESTORS VI, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners, VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
------------------------------------
Member
XXXXXXXX STREET PARTNERS V
/s/ Xxxxxxx Xxxxxx
----------------------------------------
By: Xxxxxxx Xxxxxx
Its: General Partner
/s/ Xxxx Xxxxxxxxxxx
----------------------------------------
Xxxx Xxxxxxxxxxx
/s/ Xxxxxxx X. Gergasko
----------------------------------------
Xxxxxxx X. Gergasko
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxx Xx Xxxx
----------------------------------------
Xxxxxx Xx Xxxx
/s/ Xxxxxxx Xxxxxxxxx
----------------------------------------
Xxxxxxx Xxxxxxxxx
CONSENT
The undersigned spouse of ______________ hereby acknowledges that I
have read the foregoing Stockholders Agreement and that I understand its
contents. I am aware that the Agreement provides for the repurchase of my
spouse's shares of Convertible Preferred Stock under certain circumstances and
imposes other restrictions on the transfer of such Convertible Preferred Stock.
I agree that my spouse's interest in the Convertible Preferred Stock is subject
to this Agreement and any interest I may have in such Convertible Preferred
Stock shall be irrevocably bound by this Agreement and further that the my
community property interest, if any, shall be similarly bound by this Agreement.
I am aware that the legal, financial and other matters contained in
this Agreement are complex and I am free to seek advice with respect thereto
from independent counsel. I have either sought such advice or determined after
carefully reviewing this Agreement that I will waive such right.
________________________________________
Name of Spouse:
________________________________________
Witness
SCHEDULE I
Summit Stockholders
Summit Ventures V, L.P.
Summit V Companion Fund, L.P.
Summit V Advisors Fund (QP), L.P.
Summit V Advisors Fund, L.P.
Summit Ventures VI-A, L.P.
Summit Ventures VI-B, L.P.
Summit VI Advisors Fund, L.P.
Summit VI Entrepreneurs Fund, L.P.
Summit Investors VI, X.X.
Xxxxxxxx Street Partners V
SCHEDULE II
Other Stockholders
Xxxx Xxxxxxxxxxx
Xxxxxxx X. Gergasko
Xxxxxxx X. Xxxxxxxxx
Xxxxxx Xx Xxxx
Xxxxxxx Xxxxxxxxx
