MOTIVE COMMUNICATIONS, INC. SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
Exhibit 10.18
MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
THIS SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT (this “Agreement”) is made as of March 17, 2003, by and among Motive Communications, Inc., a Delaware corporation (the “Company”), the Investors listed on Exhibit A hereto (the “Investors”) and the Founders listed on Exhibit B hereto (the “Founders”).
WHEREAS, certain of the Investors (the “Existing Investors”) have been issued (i) Series A Preferred Stock, par value $.001 per share, of the Company (“Series A Preferred Stock”) pursuant to that certain Series A Preferred Stock Purchase Agreement, dated as of June 6, 1997, (ii) Series B Preferred Stock, par value $.001 per share, of the Company (“Series B Preferred Stock”) pursuant to that certain Series B Preferred Stock Purchase Agreement, dated as of July 15, 1998, (iii) Series C Preferred Stock, par value $.001 per share, of the Company (“Series C Preferred Stock”) pursuant to that certain Series C Preferred Stock Purchase Agreement, dated as of June 24, 1999, (iv) Series D-1 Preferred Stock, par value $.001 per share, of the Company (“Series D-1 Preferred Stock”), Series D-2 Preferred Stock, par value $.001 per share, of the Company (“Series D-2 Preferred Stock”), and Series D-3 Preferred Stock, par value $.001 per share, of the Company (“Series D-3 Preferred Stock” and, together with Series D-1 Preferred Stock and Series D-2 Preferred Stock, “Series D Preferred Stock”) pursuant to that certain Agreement and Plan of Reorganization by and between the Company and Ventix Systems Inc., dated as of January 10, 2000, (v) Series E-1 Preferred Stock, par value $.001 per share, of the Company (“Series E-1 Preferred Stock”) and Series E-2 Preferred Stock, par value $.001 per share, of the Company (“Series E-2 Preferred Stock” and, together with Series E-1 Preferred Stock and Series E-2 Preferred Stock, “Series E Preferred Stock”) pursuant to that certain Asset Purchase Agreement by and between the Company and Question Technologies, Inc., dated as of August 15, 2001, as amended by the First Amendment to Asset Purchase Agreement, dated as of August 26, 2001, and (vi) Series F-1 Preferred Stock, par value $.001 per share, of the Company (“Series F-1 Preferred Stock”), Series F-2 Preferred Stock, par value $.001 per share, of the Company (“Series F-2 Preferred Stock”) and Series F-3 Preferred Stock, par value $.001 per share, of the Company (“Series F-3 Preferred Stock” and, together with Series F-1 Preferred Stock and Series F-2 Preferred Stock, “Series F Preferred Stock”) pursuant to that certain Agreement and Plan of Merger, dated as of November 6, 2002, by and among the Company, T-Bone Acquisition, Inc., a Texas corporation, and BroadJump, Inc., a Texas corporation;
WHEREAS, the Founders, and certain permitted transferees thereof, are the beneficial owners of the number of shares of Common Stock of the Company set forth opposite their names on Exhibit B hereto and may subsequently acquire additional shares of Common Stock (as the same may be adjusted pursuant to Section 4.2 hereof, the “Stock”);
WHEREAS, the Existing Investors possess first refusal rights pursuant to that certain Fifth Amended and Restated First Refusal Agreement, dated as of January 17, 2003 (the “Prior Agreement”);
WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of the date hereof, by and between the Company and Xx. Xxx Xxxxxxxx, the Company has agreed to
issue and sell to Xx. Xxxxxxxx 217,818 shares of Series E-1 Preferred Stock (the “Purchased Shares”) at a purchase price of $4.591 per share and as a condition to Xx. Xxxxxxxx’x obligation to purchase the Purchased Shares, the Company has agreed to amend and restate the Prior Agreement to be as set forth herein; and
WHEREAS, the Company, the Founders and the Existing Investors desire to enter into this Agreement to amend and restate the Prior Agreement so as to modify the rights contained therein to be as set forth herein and to extend such rights to Xx. Xxx Xxxxxxxx;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
I. RIGHT OF FIRST REFUSAL
1.1 Grant. The Company and the Investors are hereby each granted a right of first refusal with respect to any proposed disposition of Stock by the Founders (or any permitted transferee of the Stock under Section 2.1 hereof, hereafter collectively included in all references to “Founders”), in the following order of priority: (i) the Company shall have the first right to purchase any Stock proposed to be transferred to a third party by the Founders; and (ii) in the event the Company elects not to exercise its first refusal rights with respect to all or any portion of such proposed transfer, the Company agrees to waive such rights with respect to such portion in favor of the Investors’ first refusal rights under this Agreement.
1.2 Notice of Intended Disposition. In the event a Founder desires to accept a bona fide third-party offer for the transfer of any or all of the Stock (such Founder to be hereafter called the “Selling Founder” and the shares subject to such offer to be hereafter called the “Target Shares”), the Selling Founder shall promptly deliver to the Company and the Investors written notice of the intended disposition (“Disposition Notice”) and the basic terms and conditions thereof, including the identity of the proposed purchaser.
1.3 Exercise of Right by Company. The Company shall, for a period of fifteen (15) days following receipt of the Disposition Notice, have the right to repurchase the Target Shares upon substantially the same terms and conditions specified in the Disposition Notice, subject to the following conditions. Such right shall be exercisable by written notice (the “Exercise Notice”) delivered by the Company to the Selling Founder and the Investors prior to the expiration of the fifteen (15) day exercise period. If such right is exercised by the Company with respect to all the Target Shares specified in the Disposition Notice, then the Company shall effect the repurchase of such Target Shares, including payment of the purchase price therefor, not more than five (5) business days after the delivery of the Exercise Notice. At such time, the Selling Founder shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the Target Shares specified in the Disposition Notice, then this right to repurchase shall be contingent upon the Investors’ election to repurchase the remaining balance of the Target Shares. The Company shall notify the Investors of its intent to repurchase none or only a portion of the Target Shares within the fifteen (15) day exercise period above defined. The Company’s repurchase of such Target Shares, if any, and the Investors’ purchase of the Target Shares, shall be consummated, if at all, not more than five (5) business days after the Investors’ exercise of their purchase rights in
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accordance with Section 1.5 herein. In the event the Investors do not elect to repurchase the remaining Target Shares, the Company and the Investors shall be deemed to have waived their respective right of first refusal.
Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Selling Founder and the Company cannot agree on such cash value within ten (10) days after the Company’s receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Selling Founder and the Company or, if they cannot agree on an appraiser within twenty (20) days after the Company’s receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Selling Founder and the Company. The closing shall then be held on the later of (i) the fifth business day following the delivery of the Exercise Notice, or (ii) the fifth business day after such cash valuation shall have been made.
1.4 Non-Exercise of Right. In the event the Exercise Notice is not given by the Company to the Selling Founder and the Investors within the period specified in Section 1.3, the Company (but not the Investors) shall be deemed to have waived its right of first refusal.
1.5 Exercise of Right by the Investors. Subject to the rights of the Company, the Investors shall, for a period of fifteen (15) days after the date of receipt of the notice from the Company of its intent to repurchase none or only a portion of the Target Shares, but no more than thirty (30) days after the date of receipt of the Disposition Notice, have the right to purchase all of the Target Shares not repurchased by the Company, upon the terms and conditions specified in the Disposition Notice. Each Investor may exercise this right of first refusal by written notice delivered by such Investor to the Selling Founder and the Company prior to the expiration of the exercise period. The purchase of the Target Shares by the Investors will be in the same manner and subject to the same rights and conditions as more specifically set forth in Section 1.3 above (provided, that the Investors shall not be liable for any expenses associated with an appraisal effected under Section 1.3, but shall be liable for an equal portion of expenses associated with an appraisal effected under this Section 1.5). To the extent that the Target Shares or appraisal expenses need to be allocated among the Investors, they shall be allocated based on the holdings of Common Stock (assuming the conversion of all outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock) of each Investor that desires to exercise the right of first refusal.
Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, and the Company has waived its right of first refusal, the Investors shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Selling Founder and the Investors exercising their right of first refusal cannot agree on such cash value within twenty (20) days after the Investors’ receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Selling Founder and the Investors exercising their right of first refusal
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or, if they cannot agree on an appraiser within twenty (20) days after the Investors’ receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Selling Founder and the Investors exercising their right of first refusal. The closing shall then be held on the later of (i) the fifth business day following the Investors’ exercise of their repurchase rights, or (ii) the fifth business day after such cash valuation shall have been made.
1.6 Non-Exercise of Right. In the event the Exercise Notice or a notice from the Investors of the exercise of their right of first refusal is not given to the Selling Founder within thirty (30) days following the date of the Company’s and the Investors’ receipt of the Disposition Notice, or the Company and/or the Investors do not exercise the right of first refusal pursuant to this Article I with respect to all Target Shares described in the Disposition Notice, the Selling Founder shall have a period of ninety (90) days thereafter in which to sell the Target Shares upon terms and conditions (including the purchase price) no more favorable to the third-party transferee than those specified in the Disposition Notice. The third-party transferee shall acquire the Target Shares free and clear of subsequent rights of first refusal under this section. In the event the Selling Founder does not consummate the sale or disposition of the Target Shares within the ninety (90) day period, the Company’s and the Investors’ first refusal rights shall continue to be applicable to any subsequent disposition of the Target Shares by the Selling Founder until such right lapses in accordance with Section 4.1 herein.
II. EXEMPT TRANSFERS
2.1 Permitted Transactions. Notwithstanding the foregoing, the first refusal rights of the Company and the Investors shall not apply to any transfer to the ancestors, descendants, siblings or spouse of the Selling Founder or to trusts for the benefit of such persons; provided that the transferee shall furnish the Investors and the Company with a written agreement of such transferee agreeing to be bound by and to comply with all provisions of this Agreement. Such transferred Stock shall remain “Stock” hereunder, and such transferee shall be treated as a “Founder” for the purposes of this Agreement.
2.2 Public Offering. The provisions of this Agreement shall not apply to the sale of any Stock to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).
III. LEGEND REQUIREMENTS
3.1 Legend. Each certificate representing the Stock owned by the Founders shall be endorsed with the following legend:
“THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FIRST REFUSAL AGREEMENT BY AND AMONG THE COMPANY, THE FOUNDERS OF THE COMPANY AND THE INVESTORS IN THE PREFERRED STOCK OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”
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3.2 Removal. The Section 3.1 legend shall be removed upon termination of this Agreement in accordance with the provisions of Section 4.1.
3.3 Stop-transfer. In order to enforce the Investors’ rights hereunder, each Founder agrees that the Company may impose stop-transfer instructions with respect to the Stock held by such Founder.
IV. MISCELLANEOUS PROVISIONS
4.1 Termination. The rights of the Company and the Investors under this Agreement and the correlative obligations of the Founders with respect to the Company and the Investors shall terminate at such time as the Investors shall no longer be the owner of any shares of capital stock of the Company. Unless sooner terminated in accordance with the preceding sentence, this Agreement shall terminate immediately upon the earlier of (i) the closing of a public offering pursuant to an effective registration statement on Form S-1 or Form SB-2 under the Securities Act (or any successor forms designated by the Securities and Exchange Commission), covering the offer and sale of the Company’s Common Stock and (ii) the closing of the Company’s sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of a merger or consolidation resulting in the exchange of the outstanding shares of the Company’s outstanding stock for securities or consideration issued, or caused to be issued, by the acquiring entity or its subsidiary.
4.2 Effect of Change in Company’s Capital Structure. Appropriate adjustments shall be made in the number and class of shares in the event of a stock dividend, stock split, reverse stock split, combination, reclassification or like change in the capital structure of the Company. If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding stock of the Company, then in such event any and all new, substituted or additional securities to which the Founders are entitled by reason of such Founder’s ownership of the stock shall be immediately subject to the rights and obligations set forth in Article I with the same force and effect as the Stock subject to such rights immediately before such event.
4.3 Notice. Unless otherwise provided, any notice required or permitted to be given to a party pursuant to the provisions of this Agreement shall be in writing and shall be effective upon personal delivery or upon deposit in the U.S. mail (or equivalent independent service), postage prepaid and properly addressed to the party to be notified as set forth below such party’s signature or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties hereto.
4.4 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed and interpreted in such manner as to be effective and valid under applicable law.
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4.5 Waiver or Modification. Any amendment, waiver or modification of this Agreement shall be effective only if evidenced by a written instrument executed by the Founders holding a majority of the Stock held by the Founders, the Company and Investors holding a majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock of the Company, voting together as a single class; provided, however, that in the event such amendment, waiver or modification adversely affects the rights and/or obligations of any party under this Agreement in a different manner than the other parties, such amendment or waiver shall also require the written consent of the holders of seventy-five percent (75%) of the class or series of securities held by such affected parties. Notwithstanding the foregoing, no term or part of this Agreement may be amended, waived or modified without the written consent of the holders of seventy-five percent (75%) of (i) the stock held by the Founders, if the Founders are adversely affected disproportionately to the other parties by such amendment, waiver or modification, (ii) the Common Stock issuable or issued upon conversion of the Preferred Stock held by the Investors, if the Investors as a group are adversely affected disproportionately to the other parties by such amendment, waiver or modification, or (iii) the Common Stock issuable or issued upon conversion of any series of Preferred Stock, if the holders of such series are adversely affected disproportionately to the other parties by such amendment, waiver or modification. A party may be added to this Agreement only upon the consent of the Founders holding a majority of the Stock held by the Founders, the Company and Investors holding a majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock of the Company, voting together as a single class.
4.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as applied in contracts among Delaware residents entered into and performed entirely within Delaware, without reference to Delaware conflict of laws provisions.
4.7 Attorneys’ Fees. In the event of any dispute involving the terms hereof, the prevailing parties shall be entitled to collect legal fees and expenses from the other party to the dispute.
4.8 Further Assurances. Each party agrees, without necessity of further consideration, to execute and deliver any and all such further documents and take any and all such actions as may be necessary or appropriate to carry out the intent and purposes of this Agreement and to consummate the transactions contemplated herein.
4.9 Successors and Assigns. Except as otherwise provided herein, this Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives.
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4.10 Aggregation of Stock. For the purposes of determining the availability of any rights under this Agreement, the holdings of transferees and assignees of an individual or a partnership who are spouses, ancestors, lineal descendants or siblings of such individual or partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Common Stock by gift, will or intestate succession) or of an LLC who are members of such LLC shall be aggregated together with the individual or partnership, as the case may be, for the purpose of exercising any rights or taking any action under this Agreement.
4.11 Conflict with Other Rights of First Refusal. For so long as this Agreement remains in existence, the right of first refusal provisions contained in this Agreement shall supersede the right of first refusal provisions contained in any other agreements, including any stock purchase agreement entered into by and between the Company and any of the Founders. If, however, this Agreement shall terminate, the right of first refusal provisions contained in the other agreements shall be in full force and effect.
4.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4.13 Entire Agreement. This Agreement (including the Exhibits hereto) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. This Agreement is intended to supersede the Prior Agreement in its entirety.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| MOTIVE COMMUNICATIONS, INC. | ||
| By: |
/s/ XXXXX X. XXXXXX | |
| Xxxxx X. Xxxxxx | ||
| President | ||
| Address: |
00000 Xxxxxxxx Xxxxxxxxx | |
| Xxxxxxxx 0 | ||
| Xxxxxx, Xxxxx 00000 | ||
| (000) 000-0000 | ||
| (512) 339-9040-fax |
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| INVESTORS: | ||
| ATTRACTOR LP | ||
| By: |
Attractor Ventures, LLC, | |
| its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxx | |
| Xxxx Xxxxxxx, MM | ||
| ATTRACTOR VENTURES, LLC | ||
| By: |
Attractor Ventures, LLC, | |
| its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxx | |
| Xxxx Xxxxxxx, MM | ||
| ATTRACTOR INSTITUTIONAL LP | ||
| By: |
Attractor Ventures, LLC, | |
| its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxx | |
| Xxxx Xxxxxxx, MM | ||
| ATTRACTOR QP LP | ||
| By: |
Attractor Ventures, LLC, | |
| its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxx | |
| Xxxx Xxxxxxx, MM | ||
| Address: |
0000 Xxxxxx Xxx., Xxxxx 000 | |
| Xxxxxxxxxx, Xxxxxxxxxx 00000 | ||
| with a copy to: | ||
| Xxxx Xxxxx | ||
| Buchalter, Nemer, Fields & Young, P.C. | ||
| 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 | ||
| Xxx Xxxxxxx, Xxxxxxxxxx 00000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| AUSTIN VENTURES V, L.P. | ||
| By: |
AV Partners V, L.P., | |
| its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx | ||
| AUSTIN VENTURES V AFFILIATES FUND, L.P. | ||
| By: |
AV Partners V, L.P. | |
| Its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx | ||
| AUSTIN VENTURES VII, L.P. | ||
| By: |
AV Partners VII, L.P., | |
| its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx | ||
| Address: |
Attn: Xxxx Xxxxxxxx | |
| 000 Xxxx 0xx Xxxxxx, Xxx. 0000 | ||
| Xxxxxx, Xxxxx 00000-0000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| AUSTIN VENTURES VI, L.P. | ||
| By: |
AV Partners VI, L.P., | |
| its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx | ||
| AUSTIN VENTURES VI AFFILIATES FUND, L.P. | ||
| By: |
AV Partners VI, L.P., | |
| its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx | ||
| Address: |
Attn: Xxxxxx X. Xxxxxxx | |
| 000 Xxxx 0xx Xxxxxx, Xxx. 0000 | ||
| Xxxxxx, Xxxxx 00000-0000 | ||
| Xxxxx Xxxxxxx | ||
| Address: |
c/o Austin Ventures | |
| 000 Xxxx 0xx Xxxxxx, Xxx. 0000 | ||
| Xxxxxx, Xxxxx 00000-0000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
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| SILVERTON PARTNERS | ||
| By: |
/s/ Xxxxxxx Xxxx | |
| Xxxxxxx Xxxx, its general partner | ||
| Address: |
c/o Austin Ventures | |
| 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 | ||
| Xxxxxx, Xxxxx 00000-0000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| SSM I, L.P. | ||
| General Partner of SSM Venture Partners, L.P. | ||
| By: |
SSM Corporation, | |
| its General Partner | ||
| By: |
/s/ Xxxxxxx X. Xxxxxxxx | |
| Print Name: Xxxxxxx X. Xxxxxxxx | ||
| Title: Vice President | ||
| Address: |
000 Xxxx Xxxxx Xxxx, Xxxxx 000 | |
| Xxxxxx, Xxxxx 00000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| ACCEL V L.P. | ||
| By: |
Accel V Associates L.L.C., | |
| its General Partner | ||
| By: |
/s/ Authorized Signatory | |
| Attorney-In-Fact | ||
| ACCEL INTERNET/STRATEGIC TECHNOLOGY FUND L.P. | ||
| By: |
Accel Internet/Strategic Technology | |
| Fund Associates L.L.C., | ||
| its General Partner | ||
| By: |
/s/ Authorized Signatory | |
| Attorney-In-Fact | ||
| ACCEL KEIRETSU V L.P. | ||
| By: |
Accel Keiretsu V Associates L.L.C., | |
| its General Partner | ||
| By: |
/s/ Authorized Signatory | |
| Attorney-In-Fact | ||
| ACCEL INVESTORS ‘97 L.P. | ||
| By: |
/s/ Authorized Signatory | |
| Attorney-In-Fact | ||
| ACCEL VII, L.P. | ||
| By: |
Accel VII Associates L.L.C., | |
| its General Partner | ||
| By: |
/s/ Authorized Signatory | |
| Attorney-In-Fact | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| ACCEL INTERNET FUND III L.P. | ||
| By: |
Accel Internet Fund III Associates L.L.C., | |
| its General Partner | ||
| By: |
/s/ Authorized Signatory | |
| Attorney-In-Fact | ||
| ACCEL INVESTORS ‘99 L.P. | ||
| By: |
/s/ Authorized Signatory | |
| Attorney-In-Fact | ||
| XXXXXXX X. XXXXXXXXX PARTNERS | ||
| By: |
/s/ Xxxxxx X. Xxxxxxxxx | |
| Xxxxxx X. Xxxxxxxxx General Partner | ||
| Address: |
Accel Partners | |
| 000 Xxxxxxxxxx Xxxxxx | ||
| Xxxx Xxxx, Xxxxxxxxxx 00000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| PALANTIR ASSOCIATES, LLC | ||
| By: |
/s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx | ||
| Address: |
Palantir Associates, LLC | |
| 0000 Xxx Xxxxx Xxxxx | ||
| Xxxxxx Xxxxx Xx, Xxxxxxxxxx 00000 | ||
| with copies to: | ||
| Xxxx Xxxxxx | ||
| Shartis, Xxxxxx & Xxxxxxxx | ||
| Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx | ||
| Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | ||
| (000) 000-0000 | ||
| Xxx Xxxxxxxx | ||
| Citicorp Center | ||
| 000 Xxxx 00xx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| (000) 000-0000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| PIVOTAL PARTNERS, L.P. | ||||
| a California limited partnership | ||||
| By: |
Pivotal Asset Management, LLC | |||
| Its General Partner | ||||
| By: |
/s/ Authorized Signatory | |||
| Print Name: Authorized Signatory | ||||
| Title: Manager | ||||
| Address: |
Criterion | |||
| Attn: Xxxxxxxxxxx Xxxx | ||||
| Xxx Xxxxxxxx Xxxxx, Xxxxx 0000 | ||||
| Xxx Xxxxxxxxx, XX 00000-0000 | ||||
| (000) 000-0000 | ||||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| DELL USA, L.P. | ||||
| By: |
Dell Gen. P. Corp. | |||
| By: |
/s/ Authorized Signatory | |||
| Print Name: Authorized Signatory | ||||
| Title: Vice President | ||||
| Address: |
Dell Computer Corporation | |||
| Xxx Xxxx Xxx, Xxxxxxxx Xxx | ||||
| Xxxxx Xxxx, Xxxxx 00000 | ||||
| with a copy to: | ||||
| Xxxxxxx Xxxx | ||||
| Xxxxxx & Xxxxxx L.L.P. | ||||
| 0000 Xxx Xxxxxxx, Xxxxx 000 | ||||
| Xxxxxx, Xxxxx 00000 | ||||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| GE CAPITAL EQUITY INVESTMENTS, INC. | ||
| By: |
/s/ Authorized Signatory | |
| Print Name: Authorized Signatory | ||
| Title: Vice President | ||
| Address: |
000 Xxxx Xxxxx Xxxx | |
| Xxxxxxxx, XX 00000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| GLOBAL EXCHANGE SERVICES HOLDINGS | ||
| By: |
/s/ Xxxx XxXxxxxxx | |
| Print Name: Xxxx XxXxxxxxx | ||
| Title: Senior Vice President Business Development | ||
| Address: |
Attn: Xxxxx Xxxxxxxx | |
| 000 Xxxxxx Xxxx Xxxxx | ||
| Xxxxxxxxxxxx, XX 00000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| TECHXAS FUND IIQ, L.P. | ||
| By: |
Techxas Ventures II, L.P., | |
| Its General Partner | ||
| By: |
Techxas Ventures, L.L.C., | |
| Its General Partner | ||
| By: |
/s/ Xxxxxxx Xx Xxxxx | |
| Xxxxxxx Xx Xxxxx | ||
| Manager | ||
| TECHXAS FUND IIA, L.P. | ||
| By: |
Techxas Ventures II, L.P., | |
| Its General Partner | ||
| By: |
Techxas Ventures, L.L.C., | |
| Its General Partner | ||
| By: |
/s/ Xxxxxxx Xx Xxxxx | |
| Xxxxxxx Xx Xxxxx | ||
| Manager | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| TECHXAS FUND v1.0, L.P. | ||
| By: |
Techxas Ventures, L.L.C., | |
| Its General Partner | ||
| By: |
/s/ Xxxxxxx Xx Xxxxx | |
| Xxxxxxx Xx Xxxxx | ||
| Manager | ||
| TECHXAS II AFFILIATES FUND, L.P. | ||
| By: |
Techxas Ventures, L.L.C., | |
| Its General Partner | ||
| By: |
/s/ Xxxxxxx Xx Xxxxx | |
| Xxxxxxx Xx Xxxxx | ||
| Manager | ||
| Address: |
5000 Plaza on the Lake, Xxxxx 000 | |
| Xxxxxx, Xxxxx 00000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| SBC VENTURE CAPITAL CORPORATION | ||
| By: |
/s/ Xxxx X. Xxxxxxxx | |
| Xxxx X. Xxxxxxxx | ||
| Vice President | ||
| Address: |
000 X. Xxxxxxx Xxxxxx | |
| Xxx Xxxxxxx, Xxxxx 00000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| BELLSOUTH CORPORATION | ||
| By: |
/s/ Xxxxxxx X. Xxxxxx | |
| Xxxxxxx X. Xxxxxx | ||
| Executive Director – Corporate Development | ||
| Address: |
0000 Xxxxxxxxx Xxxxxx | |
| Xxxxx 0000 | ||
| Xxxxxxx, XX 00000 | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| FOUNDERS: | ||
| /s/ Xxxxx X. Xxxxxx | ||
| Xxxxx X. Xxxxxx | ||
| SLH HOLDINGS, LTD. | ||
| By: |
/s/ Xxxxx X. Xxxxxx | |
| Xxxxx X. Xxxxxx | ||
| General Partner | ||
| /s/ Xxxxxxx X. Xxxxxx, Xx. | ||
| Xxxxxxx X. Xxxxxx, Xx. | ||
| MJMJR, LTD. | ||
| By: |
/s/ Xxxxxxx X. Xxxxxx, Xx. | |
| Xxxxxxx X. Xxxxxx, Xx. | ||
| General Partner | ||
| /s/ Xxxxx X. Xxxx | ||
| Xxxxx X. Xxxx | ||
| MIKO VENTURES, LTD. | ||
| By: |
/s/ Xxxxx X. Xxxx | |
| Xxxxx X. Xxxx | ||
| General Partner | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| /s/ Xxx XxXxxxxxxx | ||
| Xxx XxXxxxxxxx | ||
| THE XXXXXXXXXX 2001 ANNUITY TRUST | ||
| By: |
/s/ Xxxxx Xxx Xxxx | |
| Xxxxx Xxx Xxxx | ||
| Trustee | ||
| THE XXXXXXXXXX 2001 FAMILY TRUST | ||
| By: |
/s/ Xxxxx Xxx Xxxx | |
| Xxxxx Xxx Xxxx | ||
| Trustee | ||
| /s/ Xxxx XxXxxxxxxx | ||
| Xxxx XxXxxxxxxx | ||
| /s/ Xxxxx Xxx Xxxx | ||
| Xxxxx Xxx Xxxx | ||
| THE XXX XXXX 2001 ANNUITY TRUST | ||
| By: |
/s/ Xxxxx Xxx Xxxx | |
| Xxxxx Xxx Xxxx | ||
| Trustee | ||
| THE XXX XXXX 2001 FAMILY TRUST | ||
| By: |
/s/ Xxxxx Xxx Xxxx | |
| Xxxxx Xxx Xxxx | ||
| Trustee | ||
| /s/ Xxxx Xxxxxx | ||
| Xxxx Xxxxxx | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| THE CHIBIB 2001 FAMILY TRUST | ||
| By: |
/s/ Xxxx Xxxxxx | |
| Xxxx Xxxxxx | ||
| Trustee | ||
| /s/ Xxx Xxxxxx Xxx Xxxxxx | ||
| /s/ Xxxxx Xxxx Xxxxx Xxxx | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
| XXXXX & XXXXXXXXX XXXXXX EXEMPT | ||
| DESCENDANTS TRUST | ||
| By: |
/s/ Xxxxx Xxxxxx | |
| Name: |
Xxxxxx Xxxxxx | |
| Title: |
Trustee | |
| XXXXX XXXXXX 2000 EXEMPT TRUST | ||
| By: |
/s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx | ||
| Trustee | ||
| XXXXXXXXX XXXXXX 2000 EXEMPT TRUST | ||
| By: |
/s/ Xxxxxxxxx Xxxxxx | |
| Xxxxxxxxx Xxxxxx | ||
| Trustee | ||
SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC.
SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
SCHEDULE A
Schedule of Investors
| Name and Address |
| Attractor LP |
| Attractor Ventures, LLC |
| Attractor Institutional LP |
| Attractor QP LP Attn: Xxxx Xxxxxxx 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxxx 00000
with a copy to: Xxxx Xxxxx Buchalter, Nemer, Fields & Young, P.C. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 |
| MacArthur Foundation Attn. Xxxxxx Xxxxx 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000-0000 |
| Austin Ventures V, X.X. |
| Xxxxxx Ventures VII, X.X. |
| Xxxxxx Ventures V Affiliates Fund, L.P. Attn: Xxxx Xxxxxxxx 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 |
| Austin Ventures VI, X.X. |
| Xxxxxx Ventures VI Affiliates Fund, L.P. Attn: Xxxxxx X. Xxxxxxx 000 Xxxx 0xx Xxxxxx, Xxx. 0000 Xxxxxx, Xxxxx 00000-0000 |
| Xxxxx Xxxxxxx c/o Xxxxxx Ventures 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 |
A-1
| Name and Address |
| Silverton Partners c/o Austin Ventures 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn. Xxxxxxx Xxxx |
| SSM I, L.P. c/o SSM Corporation Attn: Xxxx Xxxxxxxx 000 Xxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 |
| Accel V L.P. |
| Accel Internet/Strategic Technology Fund L.P. |
| Accel Keiretsu V L.P. |
| Accel Investors ‘97 L.P. |
| Accel VII, L.P. |
| Accel Internet Fund III L.P. |
| Accel Investors ‘99 X.X. |
| Xxxxxxx X. Xxxxxxxxx Partners c/o Xx. Xxxx Xxxxxxxx Accel Partners 000 Xxxxxxxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000
with a copy to: X. Xxxxxx Sednaoui Accel Partners Xxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 |
| Xxxxxxx XxXxxx c/o Motive Communications, Inc. 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
| Xxxx X. Xxxxxxxx 0 Xxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 |
A-2
| Name and Address |
| Xxxxxxx Xxxxxx & Co. Inc. FBO Xxxx X. Xxxxxxxx XXX c/o Xxxxxxx Xxxxxx & Co. Inc. Attn. Securities Deposits 000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 |
| Palantir Associates , LLC Attn: Xxxxx Xxxxxx 0000 Xxx Xxxxx Xxxxx Xxxxxx Xxxxx Xx, Xxxxxxxxxx 00000
with copies to: Xxxx Xxxxxx Shartis Xxxxxx & Xxxxxxxx Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
and
Xxx Xxxxxxxx Citicorp Center 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
| Pivotal Partners, L.P. c/o Pivotal Capital Management Attn: Xxxxx Xxxx Xxx Xxxxxxxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000 |
| Xxxxxxxxx and Xxxxx California Xxxxxxxxx & Xxxxx Employee Venture Fund, X.X. XX H & Q Motive Communications Investors, LLC Attn: Xxxxxxx Xxxxx c/o XX Xxxxxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 |
A-3
| Name and Address |
| Access Technology Partners, L.P. Access Technology Partners Brokers Fund, LP Attn: Xxxxxxx Xxxxx c/o XX Xxxxxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 |
| Dell USA, L.P. c/o Dell Computer Corporation Attn: Xxxxxx Xxxxx Xxx Xxxx Xxx, Xxxxxxxx Xxx Xxxxx Xxxx, Xxxxx 00000
with a copy to:
Xxxxxxx Xxxx Xxxxxx & Xxxxxx L.L.P. 0000 Xxx Xxxxxxx, Xxx. 000 Xxxxxx, Xxxxx 00000 (512) 236-3450 |
| ABS Employees’ Venture Fund Limited Partnership Attn: Xxxxxxxx-Xxxx X. Xxxxxxx c/o Xxxx. Xxxxx Investments 000 Xxxx Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 |
| BT Investment Partners, Inc. 000 Xxxxxxxx Xxxxxx, 00xx xxxxx Xxxxxx, XX 00000 |
| Intel Corporation Attn: Xxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxxx Xxxxxxxxx, XX 524-203 Xxxxx Xxxxx, Xxxxxxxxxx 00000 |
| Xxxxx Xxxxxxx Technology Capital SBIC, L.P. Attn: Xxxxxxx Xxxxxx 800 Nicollet Mall, J1012232 Xxxxxxxxxxx, Xxxxxxxxx 00000 |
A-4
| Name and Address |
| Standby Fund 1998 Attn: Xxxx X. Xxxxxxxxx c/o Xxxxx Xxxxxxx 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 |
| Xxxx Xxxxx c/o Xxxxx Xxxxxxx 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 |
| Xxxxxxx Xxxxxxxx c/o Xxxxx Xxxxxxx 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 |
| Xxxx Xxxxx c/o Xxxxx Xxxxxxx 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 |
| TL Ventures III, L.P. TL Ventures III Offshore L.P. TL Ventures III Interfund L.P. Attn: Xx. Xxxx X. XxXxxx 700 Building 000 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000-0000 |
| The Fabbio Family Limited Partnership Attn: Xx. Xxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 |
| Xxxxxx Xxxxxx, Individually 0000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 |
| Xxxxxx X. Xxxxxxxx 00000 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 |
A-5
| Name and Address |
| Xxxxx Xxxxxx 0000 Xxxxxx Xxxx Xxxx Xxxxxx, Xxxxx 00000 |
| GE Capital Equity Investments, Inc. Attn: Xxxxx X Xxxx 000 Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 |
| Global Exchange Services Holdings, Inc. Attn: Xxxxx Xxxxxxxx 000 Xxxxxx Xxxx Xxxxx Xxxxxxxxxxxx, XX 00000 |
| Vignette Corporation Attn: Xxxxxxx Xxxxxxxx 0000 X. Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 00000 |
| Xxxxxxx River X-C LLC Xxxxxxx River X-B LLC Xxxxxxx River Partnership X-A, A Limited Partnership Xxxxxxx River Partnership X, LP Attn: Xxx Xxxxxxx 0000 Xxxxxx Xx. Xxxxxxx, XX 00000 |
| Techxas Fund IIQ, L.P. Techxas Fund IIA, L.P. Techxas Fund v1.0, L.P. Techxas II Affiliates Fund, L.P 500 Plaza on the Lake, Xxxxx 000 Xxxxxx, Xxxxx 00000 |
| BJMP Partners I, LLC 0000 Xxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 |
| Vortex Partners BDJ, LP 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 |
A-6
| Name and Address |
| Xxxx XxXxxx 0000X Xxxxx Xxxxxxx xx Xxxxx Xxx Xxxxxx, Xxxxx 00000 |
| Xxxx Xxxx 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 |
| Xxxxxx X. Xxxxxxx 0000 Xxxx Xxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 |
| Xxxxx X. Xxxxxxx 0000 Xxxx Xxxxx Xxxxxx, Xxxxx 00000 |
| Xxxx X. Xxxxxx 00 Xx. Xxxxxxxx Xxxxxx Xx. Xxxxxx, Xxxxx 00000 |
| Xxxx Xxxxxx W 0000 Xxxxxxx Xxxx Xxxx Xxxx, Xxxxxxxxx 00000 |
| Xxxxx X. Xxxx 0000 Xxxxxxx Xxxxx Xxxx Xxxxxx, Xxxxx 00000 |
| Xxxxxx Xxxxxx 0000 Xxxxxx Xxxx Xxxx Xxxxxx, Xxxxx 00000-0000 |
| Xxxxx Xxxxx 000 Xxxxxxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000 |
| Xxxxxxx X’Xxxxxx 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxx, Xxxxx 00000 |
| Nuevo Private Equities, L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 |
A-7
| Name and Address |
| LLG, LLP 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 |
| Xxxxxxx Family Partnership Xxxxxxx Limited Partnership 00 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 |
| JMM PHLP, LTD. 000 Xxxxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 |
| G&H Partners, L.P. 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 |
| Xxxxxx & Xxxxxx, L.L.P. 0000 Xxx Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Xxxxxxx X. Xxxx Fax: (000) 000-0000 |
| SBC Venture Capital Corporation 000 Xxxx Xxxxxxx, Xxxx 0000 Xxx Xxxxxxx, Xxxxx 00000 |
| BellSouth Corporation 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000-0000 |
| Xxx Xxxxxxxx |
A-8
| Name and Address |
| Xxxxxxx X. Xxxxxx 0000 Xxxxxx Trust Xxxxxxx Xxxxxx 1999 Exempt Trust Xxxxx Xxxxxxxxx Xxxxxx 1999 Exempt Trust Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx c/o Motive Communications, Inc. 00000 Xxxxxxxx Xxxx., Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
| Xxxxxxx Family Limited Partnership |
| Nortel Networks Limited |
A-9
EXHIBIT B
| Founder |
Shares of Common Stock Held by the Founder1 | |
| Xxxxx X. Xxxxxx 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
4,387,676 | |
| Xxxxxxx X. Xxxxxx, Xx. 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
2,679,358 | |
| Xxxxx X. Xxxx 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
2,681,358 | |
| Xxxxx X. Xxxxxx 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
1,417,559 | |
| Xxxxxx X. Xxxxxxxx 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
1,490,231 | |
| Xxx XxXxxxxxxx 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
5,470,791 | |
| Xxxxx Xxx Xxxx 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
4,475,269 | |
| Xxxx Xxxxxx 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
463,194 | |
| Xxxxx Xxxx 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000 |
2,660,257 | |
| 1 | Includes shares beneficially held by the Founder and permitted transferees thereof |
B-1
