Common use of Board Representation Clause in Contracts

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine (9) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders and the Investors agree to vote the Shares to elect two (2) designees of the Founders (the "Founder Directors"), which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (e) The Founders and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, with the remaining vacancies to be filled as soon as reasonably practical. (g) This Agreement shall be limited to voting for the election of directors of the Company and shall not extend to voting upon questions and matters (other than the election of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delaware.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine seven (97) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders and the Investors agree to vote the Shares to elect two (2) designees of the Founders (the "Founder Directors"), which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇;elect (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (ed) The Founders and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 100,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 100,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (fe) The Founders and the Investors agree to vote the Shares to elect three two (32) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, with the remaining vacancies vacancy to be filled as soon as reasonably practical. (gf) This Agreement shall be limited to voting for the election of directors of the Company and shall not extend to voting upon questions and matters (other than the election of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delaware.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine five (95) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders and the Investors agree to vote the Shares to elect two three (23) designees of the Founders (the "Founder Directors")Founders, which designees ----------------- shall be determined by the vote or written consent of a majority of the Shares held by the Founders' Shares, and which designees shall initially be ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (of the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century")Investors, which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ------------and (dc) The Founders and the Investors agree to vote the Shares to elect one (1) designee who shall be appointed with the unanimous consent of the directors identified in 1(a) and (the "Series B Director"b) of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇;above. (ed) The If a majority of the Board of Directors determines that it is in the best interests of the Company to designate an additional non-employee director and there is at such time no vacancy on the Board of Directors, the Founders and the Investors agree that to elect as directors the following designated nominees: (i) for so long as Sleepy Hollow Investment Partnership, L.P. two ("Sleepy Hollow"2) owns not less than ------------- 200,000 shares designees determined by the vote or written consent of a majority of the Company's Series C Preferred Stock, each shall vote Shares held by the Shares to elect Founders; (ii) one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director")Investors; and -----------------and (fiii) The Founders and the Investors agree to vote the Shares to elect three two (32) designees who shall be appointed with the consent of the a majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, with the remaining vacancies to be filled as soon as reasonably practicalthen in office. (ge) This Agreement shall be limited to voting for the election of directors of the Company and shall not extend to voting upon questions and matters (other than the election of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delaware.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation Each Stockholder agrees (the "Restated Certificate"a) to vote on its Shares to fix the number of directors at nine until a particular matter, Remedy Event occurs and thereafter to fix the -------------------- Founders number of directors at the number contemplated by Section 4.3 and the Investors agree (b) to vote all of the shares of the Company's voting securities now or hereafter Shares owned by them, whether beneficially or otherwise such party (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing i) to elect as directors, so as to cause three persons nominated by the total number of authorized directors of the Company to be not more or less than nine (9) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders and the Investors agree to vote the Shares to elect two (2) designees of the Founders (the "Founder Directors")Covered Stockholders, which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees persons shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇; ▇ ▇. ▇▇▇▇▇▇, (eii) The Founders and the Investors agree that (i) for to elect as a director a person designated by BCI, so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy HollowBCI holds Investor Securities, which designee person shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, (iii) to elect as a director a person designated jointly by NAVF and VVCF, so long as each holds Investor Securities, which person shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, (iv) to elect as a director a person designated by the holders of a majority of the shares of Series D Preferred Stock, which person shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, (v) to elect as a director a person designated by NWI, which person shall initially be C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided; however, and that if NWI shall fail to designate such a person, the Required Holders may designate a person to fill such position; (iivi) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee as directors two independent representatives, one of which shall be designated by the Covered Stockholders and one of which shall be designated by a majority of the holders of the Series C Preferred Stock then outstanding (in either caseeight directors designated pursuant to this Section 4.1, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors person shall initially be ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇, with the remaining vacancies to be filled as soon as reasonably practical. (g) This Agreement provided, however, that no independent representative shall be limited an Affiliate of either the Company, any of the Required Holders or the Management Stockholders and (vii) after a Remedy Event has occurred, to voting for the election of elect as additional directors of the Company such persons nominated by the Investors as is contemplated by Section 4.3 and shall not extend to voting upon questions and matters continue to vote for such persons (other than or any successors nominated by the election of directorsInvestors, as the case may be) upon which stockholders as directors of the Company have a right to vote under until the Restated Certificate or Bylaws of the Company or under the laws of the State of DelawareRemedy Event is cured.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine (9) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders Corporation and the Investors agree Stockholders shall take such corporate actions as may be required to vote ensure that (i) the Shares number of directors constituting the Board is at all times no greater than eight (8) (subject to elect increase pursuant to the Board Expansion Option), and (ii) the presence of at least two (2) designees Investor Directors is required to constitute a quorum of the Founders Board. The Board shall initially be set at five (5) members. (b) The Board shall be comprised as follows: (i) Subject to clause (vi) below, Eos Capital shall be entitled: (A) to nominate two (2) individuals to the Board to serve as directors (the "Founder “Eos Capital Directors"”) until their respective successors are elected and qualified, (B) to nominate each successor to the Eos Capital Directors and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B), which designees ----------------- shall be determined by ; the vote or written consent of a majority of the Founders' Shares, and which designees Eos Capital Directors shall initially be ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇. First; (ii) Subject to clause (vi) below, Eos SBIC III shall be entitled: (A) to nominate one (1) individual to the Board to serve as director (the “Eos SBIC Director”) until his respective successor is elected and qualified, (B) to nominate each successor to the Eos SBIC Director and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); the Eos SBIC Director shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (biii) The Founders and the Investors agree Subject to vote the Shares to elect the Chief Executive Officer Section 2.1(d), a Majority in Interest of the Company Management Stockholders, so long as they continue to own, directly or indirectly, at least fifty percent (50%) of the Management Stockholder Shares owned by them in the aggregate on the date hereof, shall be entitled: (A) to nominate two (2) individuals to the Board to serve as directors (each, a “Management Director”, and together the “Management Directors”) until their respective successors are elected and qualified, (B) to nominate each successor to the Management Directors and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); provided, however, that if the Management Stockholders continue to own, directly or indirectly, less than fifty percent (50%) but at least twenty-five percent (25%) of the Management Stockholder Shares owned by them in the aggregate on the date hereof, a Majority in Interest of the Management Stockholders shall be entitled to nominate only one (1) member Management Director to the Board. For purposes of clarification, if the Management Stockholders own, directly or indirectly, less than twenty-five percent (25%) of the Company's Board of DirectorsManagement Stockholder Shares owned by them in the aggregate on the date hereof, who they shall no longer be entitled to nominate a Management Director to the Board. The Management Directors shall initially shall be ▇W. ▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders ▇▇, III and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; (iv) a majority of the Investor Directors and the Management Directors (that includes the vote of at least one (1) Management Director) acting together shall be entitled: (A) to nominate up to three (3) individuals to the Board to serve as directors (the “Independent Directors”) until their respective successors are elected and qualified, (B) to nominate each successor to the Independent Directors and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); ------------provided, however, that such nominee and any successor may not be (x) an officer or employee of the Corporation, (y) any Management Stockholder or (z) any Investor, and shall be knowledgeable in the Corporation’s industry; (v) upon the occurrence of the Board Expansion Option in accordance with Section 2.8, a Majority in Interest of the Investors shall be entitled: (A) to nominate up to three (3) individuals to the Board to serve as directors (the “Additional Investor Directors”) until their respective successors are elected and qualified, (B) to nominate each successor to the Additional Investor Directors and (C) to direct the removal from the Board of any Additional Investor Director nominated under the foregoing clauses (A) or (B); and (vi) For so long as the Eos Entities have not received their aggregate Series A Preference Amount, the Eos Entities shall continue to retain the rights set forth in Section 2.1(b)(i), Section 2.1(b)(ii), Section 2.1(b)(v) and Section 2.8. At such time as the Eos Entities have been paid their aggregate Series A Preference Amount in full, the following provisions shall apply: (A) so long as the Investors continue to own, directly or indirectly, at least twenty-five percent (25%) of the Investor Shares owned by them in the aggregate on the date hereof, Section 2.1(b)(i), Section 2.1(b)(ii), Section 2.1(b)(v) and Section 2.8 shall remain in full force and effect; (B) so long as the Investors continue to own, directly or indirectly, at least five percent (5%) but less than twenty-five percent (25%) of the Investor Shares owned by them in the aggregate on the date hereof, (x) Section 2.1(b)(ii) shall remain in full force and effect, (y) Section 2.1(b)(i)(A) shall be amended such that Eos Capital shall only be entitled to nominate (and remove) one (1) individual to the Board to serve as a director and (z) Section 2.1(b)(v) and the Board Expansion Option set forth in Section 2.8 shall terminate and be of no further force and effect; and (C) if the Investors own, directly or indirectly, less than five percent (5%) of the Investor Shares owned by them in the aggregate on the date hereof, the Eos Entities shall no longer be entitled to nominate any individuals to the Board. (c) Each nomination or any proposal to remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of such notice, the Corporation shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or removal proposed in such notice. Such corporate actions may include calling a meeting or soliciting a written consent of the Board, or calling a meeting or soliciting a written consent of the Stockholders. (d) The Founders and Notwithstanding anything to the Investors agree to vote contrary contained herein, the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (e) The Founders and the Investors agree that Management Stockholders may not appoint an individual other than (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and III, (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇or (iii) any individual set forth on Annex III hereto, with as a Management Director without the remaining vacancies to be filled as soon as reasonably practical. (g) This Agreement shall be limited to voting for the election prior written consent of directors of the Company and Eos Capital, which consent shall not extend to voting upon questions and matters (other than the election of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delawarebe unreasonably withheld.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate"a) to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all As of the shares of Closing Date and during the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine (9) and to elect members of Standstill Period the Board of Directors shall consist of no more than twelve (12) directors as more fully set forth below. follows: (aA) The Founders and the Investors agree to vote the Shares to elect two (2) designees directors shall be executive officers of the Founders Company; (B) up to two directors, as determined pursuant to SECTIONS 3.1(B) and 3.1(C), shall be Shareholder Designees; (C) for so long as required under the Stock Purchase Agreement dated as of September 17, 1996, as the same may be amended (the "Founder Directors"), which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st CenturyAGREEMENT"), which designee shall initially be ▇▇▇▇▇ ▇. by and among the Company, Allied Holding (United States), Inc., a Delaware corporation, ▇▇▇▇▇▇▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. Inc., a Canadian corporation ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇"), and certain of ▇▇▇▇▇▇▇'▇ subsidiaries, two directors as shall be designated in accordance with the ▇▇▇▇▇▇▇ Agreement; and (D) each other director shall be an individual who is not a partner, employee, director, officer or affiliate of any Shareholder or any employee or officer of the Company; PROVIDED, HOWEVER, that if ▇▇. ▇'▇▇▇▇▇ ceases to serve as a director, the Board of Directors shall thereafter consist of no more than eleven (11) directors during the Standstill Period. For so long as Shareholders are entitled to two Shareholder Designees under this Agreement, Shareholders shall be entitled to have one Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders. (b) On the Closing Date, the Company will cause ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (e) The Founders ▇ and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be . ▇▇▇▇▇▇ ▇▇▇▇▇or, subject to SECTION 3.1(D), such other substitute persons as may be designated by Shareholders and be reasonably acceptable to the Company, to be elected to the Board of Directors. Until the earlier to occur of the sixth anniversary of the Closing Date and the date on which Shareholders own, collectively, less than 20% of the Shares (the "SHAREHOLDER DESIGNEE PERIOD"), the Company agrees, subject to SECTION 3.1(D), to support the nomination of, and the Company's nominating committee (or any other committee exercising a similar function) shall recommend to the Board of Directors that, (A) two Shareholder Designees, so long as Shareholders beneficially own 50% or more of the Shares and (B) one Shareholder Designee, so long as Shareholders beneficially own 20% or more and less than 50% of the Shares (each a "BENEFICIAL OWNERSHIP THRESHOLD"), be included in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the Company commencing with the next annual meeting of shareholders. Notwithstanding the foregoing, if at any time as a result of the Company's issuance of Voting Securities Shareholders beneficially own 9% or less of the Actual Voting Power (the "ACTUAL VOTING POWER THRESHOLD"), Shareholders shall be entitled to no more than one Shareholder Designee. In the event that any of the Shareholder Designees shall cease to serve as a director for any reason, the Board of Directors shall fill the vacancy resulting thereby, subject to the terms of this Agreement, with a person designated by Shareholders, subject to SECTION 3.1(D) (and such person shall be a "Shareholder Designee" for purposes of this Agreement). The foregoing provision shall be effected pursuant to an amendment to the remaining vacancies Company's By-laws in a form reasonably acceptable to the parties to this Agreement which shall not be filled as soon as reasonably practicalfurther amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this SECTION 3.1(B) if Shareholders are in breach of any material provision of this Agreement. (gc) This Agreement Upon any decrease in Shareholders' beneficial ownership of Common Stock below any Beneficial Ownership Threshold or Voting Securities below the Actual Voting Power Threshold, Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be limited equal to voting for the election number of directors Shareholder Designees which Shareholders would then be entitled to designate under SECTION 3.1(B). Upon termination of the Company Shareholder Designee Period, Shareholders shall promptly offer to cause all of the Shareholder Designees to resign from the Board of Directors and any committees thereof and the Company's obligations under this SECTION 3.1 shall terminate. (d) Notwithstanding the provisions of this SECTION 3.1, Shareholder shall not extend be entitled to voting upon questions and matters designate any person to the Company's Board of Directors (other than or any committee thereof) in the election of directors) upon which stockholders of event that the Company have receives a right written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to vote under the Restated Certificate or Bylaws serve as a director of the Company or under if the laws Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the State events enumerated in Item 2(d) or (e) of DelawareSchedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the Shareholder shall withdraw the designation of such proposed Shareholder Designee and designate a replacement therefor (which replacement Shareholder Designee shall also be subject to the requirements of this Section). The Company shall use its reasonable best efforts to notify the Shareholder of any objection to a Shareholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Shareholder to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (e) Each Shareholder Designee serving on the Board of Directors shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Company on the same terms provided to such directors.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to Each Stockholder shall vote all of the shares his or its voting Company Securities and shall take all other necessary or desirable actions within his or its control (whether in his or its capacity as a Stockholder, director, member of a Board committee, officer of the Company's voting securities now Company or hereafter owned otherwise, and including attendance at meetings in person or by them, whether beneficially proxy for purposes of obtaining a quorum and execution of written consents or otherwise (the "Shares"resolutions in lieu of meetings), by written consent, and the Company shall take all necessary or at any annual or desirable actions within its control (including calling special ------ meeting called for Board and Stockholder meetings) so that: (i) the purpose of electing directors, so as to cause the total authorized number of authorized directors of the Company to Board shall be not more or less than established at nine (9) and to elect members of the Board of Directors as more fully set forth below.); (aii) The Founders and the Investors agree following individuals shall be elected to vote the Shares to elect Board: (A) two (2) designees individuals designated by Banc of the Founders America (the "Founder “Banc of America Directors"”), which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees who shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; (eB) The Founders and two individuals designated by the Investors agree that Greenhill Representative (i) for so long as Sleepy Hollow Investment Partnershipthe “Greenhill Directors”), L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee who shall initially be ▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (C) one individual designated by the Greenhill Representative and approved by Banc of America, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; (D) one individual designated by Brazos (the “Brazos Director”), and who shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (iiE) in one individual designated by the event Sleepy Hollow owns less than 200,000 shares holders of a majority of the Company's Series C Preferred Stock held by the Investor Stockholders (excluding the Wand Stockholders), who shall initially be ▇▇▇▇ ▇▇▇▇ (“▇▇▇▇”); provided, that so long as 21st Century owns at least 6,500 shares (as adjusted for any splits, stock dividends or combinations thereof) of Preferred Stock, each ▇▇▇▇ shall vote not be removed from the Shares Board without the prior written approval of 21st Century; provided, further, that for purposes of this clause (E) the ownership of Preferred Stock shall be determined as if the transactions to elect occur on the Closing Date had occurred on May 9, 2003; (1F) designee one individual designated by the Wand Stockholders, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (G) one individual designated by the other members of the majority Board, which person must be a member of management of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors Company (the "Outside Directors"“Management Director”), ----------------- which Outside Directors who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇, with the remaining vacancies to be filled as soon as reasonably practical.; and (giii) This Agreement ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall serve as the initial Chairman of the Board until a successor is duly selected by the Board; (iv) any question brought before any meeting of the Board at which a quorum exists under the By-laws shall be limited to voting for decided by a majority of the election total number of directors votes cast at such meeting; provided, that until the day after the Closing Date, such majority vote must include the affirmative vote of at least one Banc of America Director and at least one Greenhill Director; and (v) neither the Certificate of Incorporation nor the By-laws of the Company and shall not extend to voting upon questions and matters (other than the election be amended in any manner that conflicts with any provisions of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delawarethis Agreement.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine (9) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders and the Investors agree to vote the Shares to elect two (2) designees of the Founders (the "Founder Directors"), which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇;; Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (e) The Founders and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, with the remaining vacancies to be filled as soon as reasonably practical. (g) This Agreement shall be limited to voting for the election of directors of the Company and shall not extend to voting upon questions and matters (other than the election of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delaware.

Board Representation. During (a) As of the term Closing Date and during the Standstill Period the Board of Directors shall consist of no more than twelve (12) directors as follows: (A) two directors shall be executive officers of the Company; (B) up to two directors, as determined pursuant to Sections 3.1(b) and 3.1(c), shall be Shareholder Designees; (C) for so long as required under the Stock Purchase Agreement dated as of September 17, 1996, as the same may be amended (the "Laid▇▇▇ For so long as Shareholders are entitled to two Shareholder Designees under this Agreement, Shareholders shall be entitled to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote have one Shareholder Designee serve on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine (9) and to elect members each committee of the Board of Directors as more fully set forth belowother than any committee formed for the purpose of considering matters relating to the Shareholders. (a) The Founders and the Investors agree to vote the Shares to elect two (2) designees of the Founders (the "Founder Directors"), which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and On the Investors agree to vote the Shares to elect the Chief Executive Officer of Closing Date, the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇will cause Anth▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇ Howa▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇;, subject to Section 3.1(d), such other substitute persons as may be designated by Shareholders and be reasonably acceptable to the Company, to be elected to the Board of Directors. Until the earlier to occur of the sixth anniversary of the Closing Date and the date on which Shareholders own, collectively, less than 20% of the Shares (the "Shareholder Designee Period"), the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's nominating committee (or any other committee exercising a similar function) shall recommend to the Board of Directors that, (A) two Shareholder Designees, so long as Shareholders beneficially own 50% or more of the Shares and (B) one Shareholder Designee, so long as Shareholders beneficially own 20% or more and less than 50% of the Shares (each a "Beneficial Ownership Threshold"), be included in the slate of nominees recommended by the Board Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) if Shareholders are in breach of any material provision of this Agreement. (c) Upon any decrease in Shareholders' beneficial ownership of Common Stock below any Beneficial Ownership Threshold or Voting Securities below the Actual Voting Power Threshold, Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which Shareholders would then be entitled to designate under Section 3.1(b). Upon termination of the (d) Notwithstanding the provisions of this Section 3.1, Shareholder shall not be entitled to designate any person to the Company's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the Shareholder shall withdraw the designation of such proposed Shareholder Designee and designate a replacement therefor (which replacement Shareholder Designee shall also be subject to the requirements of this Section). The Company shall use its reasonable best efforts to notify the Shareholder of any objection to a Shareholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Shareholder to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (e) The Founders and Each Shareholder Designee serving on the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares Board of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, with the remaining vacancies entitled to be filled as soon as reasonably practical. (g) This Agreement shall be limited all compensation and stock incentives granted to voting for the election of directors who are not employees of the Company and shall not extend on the same terms provided to voting upon questions and matters (other than the election of such directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delaware.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all At any time that members of the shares Board are to be elected, whether at an annual or special meeting of the stockholders of the Company's voting securities now , or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, the Parties agree to vote or at any annual or special ------ meeting called for the purpose of electing directors, act with respect to their shares so as to cause the total number of authorized directors of the Company elect to be not more or less than nine (9) and to elect members of the Board of Directors as more fully set forth below.the following eight (8) individuals: (a) The Founders and For so long as the Parties who are designated as Founding Investors agree to vote on the Shares to elect two Schedule of Investors attached hereto as Schedule A (2the “Founding Investors”) designees own at least ten percent (10%) of the Founders (the "Founder Directors")Common Stock, which designees ----------------- shall be determined two individuals designated by the vote or written consent holders of a majority of the Founders' Sharesshares of Common Stock held by the Founding Investors (the “Founding Directors”), and which designees shall initially be being presently ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇; (b) For so long as ▇▇▇▇▇ & Company LLC owns at least ten percent (10%) of the Common Stock, two individuals designated by ▇▇▇▇▇ & Company LLC (the “▇▇▇▇▇ Directors”), being presently ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (e) The Founders and the Investors agree that (i) for For so long as Sleepy Hollow Investment PartnershipRockPort Capital Partners III, L.P. LP and its Affiliates ("Sleepy Hollow"as defined below) owns not less than ------------- 200,000 shares at least ten percent (10%) of the Company's Series C Preferred Common Stock, each shall vote one person designated by RockPort Capital Partners III, LP (the Shares to elect one (1) designee of Sleepy Hollow“RockPort Director”), which designee shall initially be being presently ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and -----------------III; (fd) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors Company’s Chief Executive Officer (the "Outside Directors"“CEO Director”), ----------------- which Outside Directors shall initially be ▇▇being presently ▇▇▇▇ ▇▇▇▇▇▇, with provided that if for any reason the remaining vacancies CEO Director shall cease to be filled serve as soon the Chief Executive Officer of the Company, each of the Parties shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as reasonably practical. a member of the Board and (gii) This Agreement shall be limited to voting for the election of directors elect such person’s replacement as Chief Executive Officer of the Company and as the new CEO Director; (e) Each Party will vote to elect one (1) person designated by any member of the Board who is acceptable to a majority of the other members of the Board (the “Board-Designated Director”); and (f) One (1) individual not otherwise an Affiliate (defined below) of the Company or of any Party who is acceptable to a majority of the other members of the Board (the “Independent Director”). To the extent that any of clauses (a) through (f) above shall not extend to voting be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon questions and matters (other than by all the election of directors) upon which stockholders of the Company have a right entitled to vote under thereon in accordance with, and pursuant to, the Restated Certificate or Bylaws of the Company or under the laws of the State of DelawareCharter.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all At each annual meeting of the shares stockholders of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for of the purpose of electing directors, so as to cause the total number of authorized directors stockholders of the Company to be not more or less than nine (9) and to elect at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Executives and the Preferred Stockholders agree to vote or act with respect to their shares so as more fully set forth below.to elect: (a) The Founders and So long as at least 50% of the Investors agree Series A Preferred Stock remains outstanding, so as to vote elect one (1) member of the Shares Company's Board of Directors designated by Zilkha Venture Partners, L.P. or its affiliates, which designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇; (b) So long as at least 50% of the Series B Preferred Stock remains outstanding, so as to elect one (1) member of the Company's Board of Directors designated by Madison Dearborn Capital Partners III, L.P. or its affiliates, which designee shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (c) So long as at least 50% of the Series E Preferred Stock remains outstanding, so as to elect one (1) member of the Company's Board of Directors designated by August Capital or its affiliates, which designee shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) So as to elect two (2) designees members of the Founders (Company's Board of Directors designated by the "Founder Directors")Executives, which designees ----------------- one of whom shall be determined by the vote or written consent of a majority Chief Executive Officer of the Founders' SharesCompany, and which designees shall initially be ▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (be) The Founders and the Investors agree to vote the Shares So as to elect the Chief Executive Officer of the Company as one (1) independent member of the Company's Board of Directors who shall have relevant industry experience and be designated by the mutual agreement of the other designated members of the Board of Directors, who which designee shall initially shall be ▇M. ▇▇▇▇▇▇ ▇▇▇▇;▇▇ ▇▇; and (cf) The Founders and the Investors agree to vote the Shares So as to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇R. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇L. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (e) The Founders ▇ and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided, however, that the Executives and (iiPreferred Stockholders shall not be obligated to vote or act with respect to their shares so as to elect the designees listed in this Section 1(f) in following the event Sleepy Hollow owns less than 200,000 shares first anniversary of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, with the remaining vacancies to be filled as soon as reasonably practicaldate hereof. (g) This Agreement shall be limited to voting for the election of directors of the Company and shall not extend to voting upon questions and matters (other than the election of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delaware.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all At each annual meeting of the shares shareholders of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for of the purpose of electing directors, so as to cause the total number of authorized directors shareholders of the Company to be not more or less than nine (9) and to elect at which members of the Board of Directors of the Company (the "Board") are to be elected, or whenever members of the Board are to be elected by written consent, the Investors agree to take all such actions as more fully set forth below.shall be reasonably necessary to affirmatively vote or act with respect to their shares so as to elect: (a) The Founders and the Investors agree to vote the Shares to elect two one (21) designees member of the Founders (the "Founder Directors"), which designees ----------------- shall be determined Board designated by the vote or written consent holders of a majority of the Founders' Sharesshares of Series B Preferred Stock of the Company (the "Series B Director"); provided that the Series B Director shall be designated by Hummer Winblad Venture Partners or its affiliates ("Hummer Winblad"), so long as Hummer Winblad owns at least 1,500,000 shares of the Company's Common Stock, on an as-converted basis (as adjusted for any stock split, stock dividend, recapitalization and which designees the like) and shall initially be Ann ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders two (2) members of the Board (the "Prior Holders Directors") designated by the holders of a majority of outstanding shares of Common Stock and the Investors agree to vote the Shares to elect the Chief Executive Officer Series A Preferred Stock of the Company held by the Prior Holders, voting together as one (1) member of the Company's Board of Directorsa single class on an as-converted basis, who which director shall initially shall be Jame▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇ Saul ▇▇▇▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee member of the Board designated by mutual consent of the Series B Director and the Prior Holders Directors and reasonably acceptable to each of them; provided, however, that such member shall (i) have relevant industry experience, (ii) not be otherwise affiliated with the "Series A Director"Company or the Investors and (iii) of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇Mich▇▇▇ ▇. ▇▇▇▇▇; ▇▇▇▇; ------------d (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee member of the Board (the "Series B E Director") of Adobe Ventures IIdesignated by SOFTBANK Capital Partners, L.P. (LP ( "Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (e) The Founders and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy HollowSOFTBANK") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders on behalf of the Series C Preferred Stock then outstanding (in either case, the "Series C Director")E Investors; and ----------------- (f) The Founders provided that such designee shall be mutually acceptable to SOFTBANK and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, with the remaining vacancies to be filled as soon as reasonably practicalCompany. (g) This Agreement shall be limited to voting for the election of directors of the Company and shall not extend to voting upon questions and matters (other than the election of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delaware.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine five (95) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders and the Investors agree to vote the Shares to elect two three (23) designees of the Founders (the "Founder Directors")Founders, which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees shall initially be ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (cb) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; and ------------ (dc) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇;. (ed) The Founders and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the If a majority of the holders Board of Directors determines that it is in the best interests of the Series C Preferred Stock then outstanding (in either caseCompany to designate an additional non-employee director and there is at such time no vacancy on the Board of Directors, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote elect as directors the Shares to elect three following designated nominees: (3i) two (2) designees determined by the vote or written consent of a majority of the Founders' Shares; (ii) the Series A Director; (iii) the Series B Director; and (iv) one (1) designee who shall be appointed with the consent of a majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, with the remaining vacancies to be filled as soon as reasonably practicalthen in office. (ge) This Agreement shall be limited to voting for the election of directors of the Company and shall not extend to voting upon questions and matters (other than the election of directors) upon which stockholders of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of Delaware.

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine (9) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders and Shareholders shall be entitled to present two candidates to the Investors agree to vote the Shares to elect two (2) designees Board of the Founders (Company for nomination to the "Founder Directors")Board of the Company as directors, which designees ----------------- candidates the Board shall use their reasonable best efforts, subject to their fiduciary duties as directors, to appoint or secure to be determined by appointed to the vote or written consent of a majority of the Founders' Shares, and which designees Board; PROVIDED that such candidates shall initially be ▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇; ------------PROVIDED FURTHER that for such time as the aggregate beneficial ownership of Voting Securities of the Reference Group represents less than 12.5% of the Total Voting Power, all on a fully diluted basis, such number of candidates shall be reduced to one, such candidate to be reasonably acceptable to the Board of the Company; and PROVIDED FURTHER that if at any time the aggregate beneficial ownership of Voting Securities of the Reference Group represents less than 5% of the Total Voting Power, all on a fully diluted basis, the Shareholders shall no longer have any entitlements to present candidates for nomination pursuant to this Section 5.1. (db) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be For so long as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ are directors of the Company it is agreed that they or the one of them remaining on the Board of the Company, may appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇ as their, or his, alternate. (c) The Company agrees that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇; (e) The Founders ▇▇ and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ are acceptable to it as directors of the Company and, and (ii) in the event Sleepy Hollow owns less than 200,000 shares case of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the "Outside Directors"), ----------------- which Outside Directors shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇, with as an alternate director. Any candidate other than ▇▇▇▇▇▇ ▇. ▇▇▇▇ proposed as successor to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be subject to the remaining vacancies approval of the Board, such approval not to be filled as soon as reasonably practicalunreasonably withheld or delayed. (gd) This Agreement shall While he is a director of the Company, ▇▇▇▇ ▇. ▇▇▇▇▇▇ will be limited to voting for a member of the election Audit and Remuneration Committees of the Board of the Company. While they are directors or alternate directors of the Company Company, at least one of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and shall not extend ▇▇▇▇▇▇ ▇. ▇▇▇▇ will be given opportunity to voting upon questions and matters (other than sit on the election of directors) upon which stockholders standing committees of the Company have a right to vote under the Restated Certificate or Bylaws of the Company or under the laws of the State of DelawareBoard.