EXHIBIT 10.14
THIRD AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 9, 1999
AMONG
WIT CAPITAL GROUP, INC.
AND
EACH OF THE INVESTORS
IDENTIFIED HEREIN
Table of Contents
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Page No.
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Section 1. Definitions 1
Section 2. Piggyback Registration 3
Section 3. Existing Investor Demand Registration 4
Section 4. Demand Registration 6
Section 5. Registration on Form S-3 8
Section 6. Filing Obligations of the Corporation 8
Section 7. Conditions to Registration Obligations 10
Section 8. Lock-up Agreement 10
Section 9. Information Provided by the Investors 10
Section 10. Rule 144 11
Section 11. Terms and Conditions of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇. Expenses 11
Section 13. Indemnification 12
Section 14. Termination 14
Section 15. Successors and Assigns 14
Section 16. Assignment 14
Section 17. Entire Agreement 14
Section 18. Notices 15
Section 19. Modifications; Amendments; Waivers 15
Page No.
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Section 20. Counterparts 16
Section 21. Headings 16
Section 22. Governing Law 16
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT, dated as of April 9, 1999, among WIT CAPITAL
GROUP, INC., a Delaware corporation (the
"Corporation"), and each of the persons or entities
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identified on Schedule I hereto (collectively, the
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"Investors").
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The Corporation and certain of the Investors have entered into the
First Amended and Restated Registration Rights Agreement dated as of November
19, 1998. The Corporation and certain of the Investors entered into a Second
Amended and Restated Registration Rights Agreement dated as of February 23, 1999
(the "Existing Agreement"). The Corporation and the other parties to the
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Existing Agreement (the "Existing Investors"), together with The ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Group, L.P. (the "New Investor"), are entering into this Third Amended and
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Restated Registration Rights Agreement dated as of April 9, 1999 (this
"Agreement") in order to amend and restate the Existing Agreement, effective
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upon the closing of the purchase by the New Investor (the "Closing") of shares
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of the Corporation's Series E Preferred Stock, $.01 par value (the "Series E
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Preferred Stock") and warrants (the "Warrants") to purchase shares of Series E
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Preferred Stock. The Existing Investors and the New Investor are sometimes
referred to herein as the "Investors."
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The Investors own or have the right to acquire (by the conversion of
preferred stock of the Corporation that is convertible into or upon exercise of
warrants exercisable for) Common Stock, $0.01 par value, of the Corporation (the
"Voting Common Stock") and Class B Common Stock, $0.01 par value, of the
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Corporation (the "Class B Common Stock" and, together with the Voting Common
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Stock, the "Common Stock"). The parties hereto deem it to be in their
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respective best interests to amend and restate the Existing Agreement in effect
upon the Closing, and to set forth the rights and obligations of the parties
hereto in connection with public offerings and sales of shares of Common Stock.
NOW, THEREFORE, in consideration of the premises and mutual covenants,
obligations and agreements contained herein, the parties hereto hereby agree as
follows:
Section 1. DEFINITIONS. As used in this Agreement, the following terms
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shall have the following meanings:
(a) "Affiliate" shall means, with respect to any Person, any Person
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who, directly or indirectly, controls, is controlled by or is under common
control with that Person. For purposes of this definition, "control" when used
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with respect to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.
(b) "Capital Z" means, collectively, Capital Z Financial Services
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Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P.
(c) "Capital Z Holders" means, collectively, Capital Z and any
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Affiliate or partner of Capital Z who is directly or indirectly transferred
Common Stock or Common Stock Equivalents or any interest therein by any Capital
Z Holder.
(d) "Commission" shall mean the Securities and Exchange Commission
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or any other Federal agency at the time administering the Securities Act.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934
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or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect from time
to time.
(f) "GS Holders" shall have the meaning ascribed to such term in
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the Stockholders Agreement.
(g) "Other Shares" shall mean at any time those Shares that do not
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constitute Primary Shares or Registrable Shares.
(h) "Person" or "person" means any individual, corporation,
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partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or other agency or
political subdivision thereof.
(i) "Primary Shares" shall mean at any time all authorized but
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unissued Shares.
(j) "Qualified Public Offering" means an underwritten public
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offering of Common Stock pursuant to a registration under the Securities Act
where both (i) the proceeds to the Corporation (prior to deducting any
underwriters' discounts and commissions) equal or exceed Twenty-Five
Million Dollars ($25,000,000) and (ii) the price per share at which such Common
Stock is sold in such offering is at least $4.50 (subject to equitable
adjustment for stock splits, stock combinations, recapitalizations and similar
occurrences).
(k) "Registrable Shares" shall mean Shares held by the Investors
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that constitute Restricted Shares.
(l) "Restricted Shares" shall mean (A) the shares of Series C
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Preferred Stock, $.01 par value, of the Corporation issued to certain Investors
pursuant to the Stock Purchase Agreement, dated as of September 17, 1998, among
the Corporation and the Investors identified
therein (the "Series C Stock Purchase Agreement"), (B) any shares of Common
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Stock issuable upon conversion of any such shares of Series C Preferred Stock,
(C) any shares of Series C Preferred Stock issued upon exercise of the DFJ
Warrants (as defined in the Series C Stock Purchase Agreement) and any shares of
Common Stock issuable upon conversion thereof, (D) the shares of Series D
Preferred Stock, $.01 par value, issued to certain Investors pursuant to (i) the
Series D Stock Purchase Agreement, dated as of February 23, 1999 (the "Capital Z
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Stock Purchase Agreement"), among the Corporation and the Investors parties
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thereto and (ii) the Series D Stock Purchase Agreement, dated as of November 19,
1998 among the Corporation and the Investors identified therein, (E) any shares
of Common Stock issuable upon conversion of any such shares of Series D
Preferred Stock, (F) the shares of Series E Preferred Stock issued to the New
Investor pursuant to the Purchase Agreement, dated as of the date hereof (the
"New Purchase Agreement"), between the Corporation and the New Investor, (G) any
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shares of Series E Preferred Stock issuable upon exercise of the Warrants issued
pursuant to the New Purchase Agreement, (H) any shares of Common Stock issuable
upon the conversion of such shares of Series E Preferred Stock or exercise of
such Warrants, whether at the time of issue of such shares of Series E Preferred
Stock or Warrants or with the passage of time or upon the occurrence of any
subsequent events, and (I) any securities received in respect thereof, that (x)
are held by the Investors and (y) theretofore have not been sold to the public
pursuant to a registration statement under the Securities Act or pursuant to
Rule 144.
(m) "Rule 144" shall mean Rule 144 promulgated under the Securities
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Act or any successor or complementary rule thereto.
(n) "Securities Act" shall mean the Securities Act of 1933 or any
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successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
(o) "Shares" shall mean shares of Common Stock.
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(p) "Stockholders Agreement" shall mean the Third Amended and
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Restated Stockholders Agreement, of even date herewith, among the Corporation
and the other signatories thereto.
(q) "Transfer" shall include any disposition of any Restricted
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Shares or of any interest therein that would constitute a sale thereof within
the meaning of the Securities Act other than any such disposition pursuant to an
effective registration statement under the Securities Act and complying with all
applicable state securities and "blue sky" laws.
Section 2. PIGGYBACK REGISTRATION.
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Subject to the terms and conditions set forth in this Agreement, if
the Corporation
at any time following the consummation of its initial underwritten public
offering of Common Stock pursuant to a registration statement under the
Securities Act proposes for any reason to register Shares under the Securities
Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or
any successor forms thereto), it shall promptly give written notice to each of
the Investors of its intention to so register such Shares and, upon the written
request, given within 20 days after delivery of such notice by the Corporation,
of any Investor to include in such registration Registrable Shares held by such
Investor (which request shall specify the number of Registrable Shares proposed
to be included in such registration by such Investor and shall state the
intended method of disposition of such Registrable Shares by the such Investor),
the Corporation shall use its reasonable best efforts to cause all such
Registrable Shares to be included in such registration on the same terms and
conditions as the securities otherwise being sold in such registration. In the
event that the proposed registration by the Corporation is an underwritten
public offering of Common Stock, any request pursuant to this Section 2 to
register Registrable Shares shall specify that such Registrable Shares are to be
included in the underwriting on the same terms and conditions as the shares of
Common Stock, if any, otherwise being sold through underwriters under such
registration; provided, however, that if the managing underwriter advises the
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Corporation in writing that the inclusion of all Registrable Shares proposed to
be included in such registration would interfere with the successful marketing
(including pricing) of Primary Shares or Other Shares proposed to be registered
by the Corporation, then the number of Primary Shares, Registrable Shares and
Other Shares proposed to be included in such registration shall be included in
the following order:
(i) if such registration is undertaken pursuant to the exercise
of demand registration rights granted by the Corporation to third parties
with respect to Other Shares, then:
(a) first, the Primary Shares; and
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(b) second, the Registrable Shares, requested to be
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included in such registration, and the Other Shares that are to be
included by such third parties, pro rata based upon the number of
Registrable Shares and Other Shares requested to be included in such
registration; and
(ii) with respect a registration not undertaken pursuant to
demand rights described in subclause (i) above, then:
(a) first, the Primary Shares;
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(b) second, the Registrable Shares, requested to be
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included in such registration, pro rata based upon the number of
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Registrable Shares requested to be included in such registration; and
(c) third, the Other Shares that are to be included by
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third parties in such registration pursuant to the exercise of demand
registration rights granted by the Corporation to such third parties;
provided, that in the case of any such underwritten offering of Common Stock by
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the Company that is in satisfaction of a demand registration pursuant to Section
4, the order for inclusion of Primary Shares, Registrable Shares and Other
Shares shall be as set forth in Section 4(c).
Section 3. EXISTING INVESTOR DEMAND REGISTRATION. On any date after the
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six month period following the Qualified Public Offering, if the Corporation
shall be requested in writing by the holders of at least a majority of the
Restricted Shares then outstanding (an "Existing Holder Request") that are held
by the Existing Investors other than the Capital Z Holders (the "Existing
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Requisite Holders") to effect a registration under the Securities Act of
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Registrable Shares, then the Corporation shall promptly give written notice of
such proposed registration to all holders of Registrable Shares and shall offer
to include in such proposed registration any Registrable Shares requested to be
included in such proposed registration by such holders who respond in writing to
the Corporation's notice within fifteen (15) days after delivery of such notice
(which request shall specify the number of Registrable Shares proposed to be
included in such registration). The Corporation shall promptly use its
reasonable best efforts to effect such registration under the Securities Act of
such Registrable Shares held by the Investors which the Corporation has been so
requested to register; provided, however, that the Corporation shall not be
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obligated to effect any registration under this Section 3 except in accordance
with the following provisions:
(a) The Corporation shall not be obligated to use its reasonable best
efforts to file and cause to become effective (i) more than two registration
statements with respect to Registrable Shares held by the Existing Investors
initiated pursuant to this Section 3; provided, however, that any registration
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proceeding begun pursuant to this Section 3 that is subsequently withdrawn at
the request of the Existing Investors shall count toward the two registration
statements which the Existing Investors have the right to cause the Corporation
to effect pursuant to this Section 3; provided further, however, that such
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withdrawn registration shall not be so counted if such withdrawal is based upon
material adverse information relating to the Corporation or its condition,
business, or prospects which is different from that generally known to the
Existing Investors at the time of their request or (ii) any registration
statement during any period in which any other registration statement pursuant
to which Shares are to be or were sold has been filed and not withdrawn or has
been declared effective within the prior 120 days;
(b) The Corporation may delay the filing or effectiveness of any
registration statement for a period of up to 120 days after the date of a
request for registration pursuant to this Section 3 if (i) at the time of such
request the Corporation is engaged, or has formal plans to engage within 60 days
of the time of such request, in an underwritten public offering of Shares
(including an offering contemplated by Sections 2, 4 and 5 hereof) or (ii) the
Corporation determines in good faith that (A) it is in possession of material,
non-public information
concerning an acquisition, merger, recapitalization, consolidation,
reorganization or other material transaction by or of the Corporation or
concerning pending or threatened litigation and (B) disclosure of such
information would jeopardize any such transaction or litigation or otherwise
materially harm the Corporation or (iii) the Corporation shall furnish to the
Investors a certificate signed by the Chief Executive Officer or President of
the Corporation stating that, in the good faith judgment of the Board of
Directors of the Corporation, it would otherwise be seriously detrimental to the
Corporation and its investors for such registration statement to be filed and it
is therefore essential to defer the filing of such registration statement;
provided, however, that the Corporation may not exercise such deferral right
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pursuant to this subclause (iii) more than once in any twelve month-period.
(c) With respect to any registration pursuant to this Section 3 the
Corporation may include in such registration any Primary Shares or Other Shares;
provided, however, that if in an underwritten offering the managing underwriter
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advises the Corporation that the inclusion of all Registrable Shares, Primary
Shares and Other Shares proposed to be included in such registration would
interfere with the successful marketing (including pricing) of such shares, then
the number of Registrable Shares, Primary Shares and Other Shares proposed to be
included in such registration shall be included in the following order:
(i) first, the Registrable Shares, pro rata among the holders
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thereof based on the ratio that the number of Registrable Shares requested
to be included by each holder pursuant to this Section 3 bears to the
aggregate number of Registrable Shares requested to be included by all
holders pursuant to this Section 3;
(ii) second, Primary Shares; and
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(iii) third, the Other Shares.
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Those shares of Common Stock that are excluded from the underwritten public
offering pursuant to this Section 3(c) shall be withheld from the market by the
holders thereof for a period, not to exceed 180 days, which the managing
underwriter reasonably determines as necessary in order to effect the
underwritten public offering.
Section 4. DEMAND REGISTRATION. On any date after the six month period
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following the Qualified Public Offering, if the Corporation shall be requested
in writing by either (i) GS Holders holding at least a majority of the
Restricted Shares then outstanding that are held by the GS Holders (the "GS
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Requisite Holders") or (ii) Capital Z Holders holding at least a majority of
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Restricted Shares then outstanding that are held by the Capital Z Holders (the
"Capital Z Requisite Holders") to effect a registration under the Securities Act
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of Registrable Shares, then the Corporation shall promptly give written notice
of such proposed registration to all holders of Registrable Shares and shall
offer to include in such proposed registration any Registrable Shares requested
to be included in such proposed registration by such holders who respond in
writing to
the Corporation's notice within fifteen (15) days after delivery of such notice
(which request shall specify the number of Registrable Shares proposed to be
included in such registration). The Corporation shall promptly use its
reasonable best efforts to effect such registration under the Securities Act of
such Registrable Shares which the Corporation has been so requested to register;
provided, however, that the Corporation shall not be obligated to effect any
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registration under this Section 4 except in accordance with the following
provisions:
(a) The Corporation shall not be obligated to use its reasonable best
efforts to file and cause to become effective (i) more than two
registration statements with respect to Registrable Shares initiated by the
GS Requisite Holders or more than two registration statements with respect
to Registrable Shares initiated by the Capital Z Requisite Holders pursuant
to this Section 4; provided, however, that any registration proceeding
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begun pursuant to this Section 4 that is subsequently withdrawn at the
request of the GS Requisite Holders or the Capital Z Requisite Holders, as
the case may be, shall count toward the two registration statements which
the GS Requisite Holders or the Capital Z Requisite Holders, respectively,
have the right to cause the Corporation to effect pursuant to this Section
4; provided further, however, that such withdrawn registration shall not be
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so counted if such withdrawal is based upon material adverse information
relating to the Corporation or its condition, business, or prospects which
is different from that generally known to the GS Requisite Holders or the
Capital Z Requisite Holders, as the case may be, at the time of their
request or (ii) any registration statement during any period in which any
other registration statement pursuant to which Shares are to be or were
sold has been filed and not withdrawn or has been declared effective within
the prior 120 days;
(b) The Corporation may delay the filing or effectiveness of any
registration statement for a period of up to 120 days after the date of a
request for registration pursuant to this Section 4 if (i) at the time of
such request the Corporation is engaged, or has formal plans to engage
within 60 days of the time of such request, in an underwritten public
offering of Shares (including an offering contemplated by Sections 2, 3 and
5 hereof) or (ii) the Corporation determines in good faith that (A) it is
in possession of material, non-public information concerning an
acquisition, merger, recapitalization, consolidation, reorganization or
other material transaction by or of the Corporation or concerning pending
or threatened litigation and (B) disclosure of such information would
jeopardize any such transaction or litigation or otherwise materially harm
the Corporation or (iii) the Corporation shall furnish to the Investors a
certificate signed by the Chief Executive Officer or President of he
Corporation stating that, in the good faith judgment of the Board of
Directors of the Corporation, it would otherwise be seriously detrimental
to the Corporation and its investors for such registration statement to be
filed and it is therefore essential to defer the filing of such
registration statement; provided, however, that the Corporation may not
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exercise such deferral right pursuant to this subclause (iii) more than
once in any twelve month-period.
(c) With respect to any registration pursuant to this Section 4, the
Corporation
may include in such registration any Primary Shares or Other Shares; provided,
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however, that if in an underwritten offering the managing underwriter advises
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the Corporation that the inclusion of all Registrable Shares, Primary Shares and
Other Shares proposed to be included in such registration would interfere with
the successful marketing (including pricing) of such shares, then the number of
Registrable Shares, Primary Shares and Other Shares proposed to be included in
such registration shall be included in the following order:
(i) first, the Registrable Shares held by the GS Holders and
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the Capital Z Holders in such proportion as may be agreed between the GS
Requisite Holders and the Capital Z Requisite Holders or, if no such
agreement is reached within a reasonable time, then (x) with respect to the
Registrable Shares held by the GS Holders, the number of such Registrable
Shares multiplied by a fraction, the numerator of which is the number of
Registrable Shares beneficially owned by the GS Holders on a fully diluted
basis and the denominator of which is the number of Registrable Shares
beneficially owned on a fully diluted basis by the GS Holders and Capital Z
Holders and (y) with respect to the Registrable Shares held by the Capital
Z Holders, the number of such Registrable Shares multiplied by a fraction,
the numerator of which is the number of Registrable Shares beneficially
owned by the Capital Z Holders on a fully diluted basis and the denominator
of which is the number of Registrable Shares beneficially owned on a fully
diluted basis by the Capital Z Holders and GS Holders;
(ii) second, the Registrable Shares held by the Investors,
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other than GS Holders and Capital Z Holders, pro rata among them based on the
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ratio that the number of Registrable Shares requested to be included by each
such Investor bears to the aggregate number of Registrable Shares to be included
by all such Investors;
(iii) third, Primary Shares; and
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(iv) fourth, the Other Shares.
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Those shares of Common Stock that are excluded from the underwritten public
offering pursuant to this Section 4(c) shall be withheld from the market by the
holders of thereof for a period, not to exceed 180 days, which the managing
underwriter reasonably determines as necessary in order to effect the
underwritten public offering.
Section 5. REGISTRATION ON FORM S-3. Anything contained in Sections 3 or 4
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to the contrary notwithstanding, at such time as the Corporation shall have
qualified for the use of Form S-3 promulgated under the Securities Act or any
successor form thereto, Investors holding Restricted Shares representing at
least 35% of all Restricted Shares then outstanding shall have the right to
request in writing five registrations on Form S-3 or such successor form of
Registrable Shares held by the Investors, which request or requests shall (i)
specify the number of Registrable Shares held by the Investors intended to be
sold or disposed of, (ii) state the
intended method of disposition of such Registrable Shares held by the Investors
and (iii) relate to Registrable Shares having an anticipated aggregate offering
price of at least $500,000; provided, however, that the Corporation shall not be
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obligated to file and cause to become effective any registration on Form S-3
within a period of six months after the effective date of any previous
registration statement filed by the Corporation pursuant to Sections 2, 3 or 4
or this Section 5. A requested registration on Form S-3 or any such successor
form in compliance with this Section 5 shall not count as a registration
statement initiated pursuant to Section 3 but shall otherwise be treated as a
registration statement initiated pursuant to, and shall, except as otherwise
expressly provided in this Section 5, be subject to Section 3.
Section 6. FILING OBLIGATIONS OF THE CORPORATION. In connection with any
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registration of the Registrable Shares effected pursuant to Section 2, 3, 4 or
5 the Corporation shall:
(a) prepare and file the registration statement and such
amendments and supplements to the registration statement-and the prospectus or
offering circular used in connection therewith as may be necessary to keep the
registration statement current and effective for a period of 120 days (or sooner
if all securities covered by such registration statement have been earlier sold)
and to comply with the provisions of the Securities Act and the rules and
regulations thereunder with respect to the disposition of all the Registrable
Shares covered by the registration statement for the period required to effect
the distribution thereof, and to use its best efforts to make any corrections or
updates to the registration statement or prospectus as promptly as practicable;
(b) furnish to the selling Investors such number of copies of any
prospectus or offering circular, including a preliminary prospectus, and of a
full registration statement and exhibits in conformity with the requirements of
the Securities Act and rules and regulations thereunder, as the selling
Investors may reasonably request in order to facilitate the disposition of such
securities;
(c) use its best efforts to register or qualify the Registrable
Shares covered by the registration statement under the securities or blue sky
laws of such state jurisdictions (not to exceed ten (10)) of the United States
as the selling Investors may reasonably request, and accomplish any and all
other acts and things which may be necessary or advisable to permit sales in
such jurisdictions of such Registrable Shares; provided, however, that the
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Corporation shall not be required to consent to general service of process for
all purposes, or to qualify as a foreign Corporation, in any jurisdiction where
it is not then qualified or to register or qualify the Registrable Shares
covered by such registration statement in any jurisdiction which would require
the Corporation to amend its certificate of incorporation or by-laws or covenant
or undertake to do any other act or make any other change regarding its
capitalization or share ownership prior to the effectiveness of such
registration or qualification;
(d) if such registration is an underwritten public offering, to
enter into an underwriting agreement in form and substance customary under the
circumstances, including (i)
provisions for any "lock up" period, during which the sale of Shares and
securities convertible into Shares by the Corporation or its Affiliates will be
restricted, that may reasonably be required by the managing underwriter thereof,
but in no event longer than 180 days, and (ii) indemnification provisions and
procedures substantially identical to those set forth in Section 13;
(e) in connection with any underwritten public offering, obtain
opinions of counsel to the Corporation (which counsel and opinions (in form,
scope and substance) shall be reasonably satisfactory to the managing
underwriters) addressed to each Investor participating in such underwritten
offering and the underwriters, covering such matters as are customarily covered
in opinions requested in primary underwritten offerings of equity and
convertible debt securities and such other matters as may be reasonably
requested by such Investors and underwriters (it being agreed that the matters
to be covered by such opinions shall include, without limitation, the absence
from the registration statement and the prospectus, including the documents
incorporated by reference therein, of an untrue statement of a material fact or
the omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading);
(f) in connection with any underwritten public offering, obtain
"cold comfort" letters and updates thereof from the independent public
accountants of the Corporation (and, if necessary, from the independent public
accountants of any subsidiary of the Corporation or of any business acquired by
the Corporation for which financial statements and financial data are, or are
required to be, included in the relevant registration statement), addressed to
each Investor participating in such underwritten offering (if such Investor has
provided such letter, representations or documentation, if any, required for
such cold comfort letter to be so addressed) and the underwriters, in customary
form and covering matters of the type customarily covered in "cold comfort"
letters in connection with primary underwritten offerings;
(g) use its best efforts to cause the Registrable Securities to be
listed on or included for quotation on any stock exchange or trading system on
which the Common Stock then primarily trades; and
(h) if requested by any managing underwriter or underwriters of
Registrable Securities, participate and use its best efforts to cause its
executive officers to participate in any "roadshow" or other marketing
activities intended to aid in the successful disposition of the Registrable
Securities; provided, however, that this Section 6(h) shall not be applicable to
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registrations undertaken in accordance with Section 5 hereof.
Section 7. CONDITIONS TO REGISTRATION OBLIGATIONS. The Corporation shall
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not be obligated to effect the registration of the Registrable Shares pursuant
to Sections 2, 3, 4 or 5 unless the Investors electing to participate consent to
customary conditions of a reasonable nature that are imposed by the Corporation,
including, but not limited to, the following:
(a) conditions prohibiting the sale of Registrable Shares by the
Investors electing t o participate until the registration is effective;
(b) conditions requiring the Investors electing to participate to
comply with all applicable provisions of the Securities Act and the Exchange Act
including, but not limited to, the prospectus delivery requirements of the
Securities Act, and to furnish to the Corporation information about sales made
in such public offering;
(c) conditions prohibiting the Investors electing to participate
upon receipt of telegraphic or written notice from the Corporation that it is
required by law to correct or update the registration statement or prospectus
from effecting sales of the Registrable Shares until the Corporation has
completed the necessary correction or updating;
(d) conditions requiring the Investors electing to participate to
execute a power of attorney and custody arrangement with respect to Registrable
Shares to be registered prior to the filing of the registration statement; and
(e) if such registration is an underwritten public offering,
conditions requiring the Investors electing to participate to enter into an
underwriting agreement in form and substance customary under the circumstances.
Section 8. LOCK-UP AGREEMENT. In connection with the registration of
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shares of Common Stock under the Securities Act for sale to the public, the
Investors shall not dispose of any Restricted Shares (other than those shares of
Common Stock included in such registration pursuant to Sections 2, 3, 4 or 5)
without the prior written consent of the Corporation, for a period designated by
the Corporation in writing to the Investors, which period shall not last more
than 180 days after the effective date of such registration statement.
Notwithstanding the foregoing, to the extent that the Investors shall enter into
an underwriting agreement that contains provisions covering one or more issues
addressed in this Section 8, the provisions contained in such underwriting
agreement shall control as to the party or parties so entering into such
underwriting agreement.
Section 9. INFORMATION PROVIDED BY THE INVESTORS. Whenever under this
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Agreement Registrable Shares are being registered, each Investor participating
in such registration shall, as a condition to the inclusion of Registrable
Shares held by such Investor in such registration, provide the Corporation on a
timely basis with such information and materials as the Corporation may
reasonably request in order to effect the registration of the Registrable
Shares.
Section 10. RULE 144. With a view to making available to the Investors the
--------
benefits of Rule 144 under the Securities Act, the Corporation agrees to use its
best efforts to make available adequate current public information with respect
to it within the meaning of, and as required pursuant to, Rule 144(c).
Section 11. TERMS AND CONDITIONS OF REGISTRATION. In connection with any
------------------------------------
registration pursuant to (i) Section 2 of this Agreement, and subject to the
other terms and conditions of this Agreement, the Corporation shall in its sole
discretion determine the terms and conditions of such registration, including,
without limitation, the timing thereof; the scope of the offering contemplated
thereby (i.e., whether the offering shall be a combined primary offering and a
secondary offering or limited only to a secondary offering); the manner of
distribution of Registrable Shares; the period of effectiveness of registration
for permissible sales of Registrable Securities thereunder consistent with the
plan of distribution agreed upon by the Corporation and the Investors; and all
other material aspects of the registration and the registration process or (ii)
Sections 3 and 4 of this Agreement, and subject to the other terms and
conditions of this Agreement (including, without limitation, Sections 3(c) and
4(c)), the Corporation shall in its sole discretion determine the scope of the
offering contemplated thereby (i.e., whether the offering shall be a combined
primary offering and a secondary offering or limited only to a secondary
offering) and all other material aspects of the registration and the
registration process. In connection with any registration pursuant to this
Agreement, the Corporation may require that any offering of Shares under such
registration be underwritten, in which event (i) the managing underwriter shall
be selected by the Corporation and (ii) the inclusion of Registrable Shares in
such registration shall be conditioned upon each holder thereof entering into an
underwriting agreement in customary form with such underwriters participating in
such registration. In the event that the Investors exercising demand
registration rights pursuant to Sections 3 or 4 who or which hold a majority of
the Shares with respect to which such demand registration rights have been
exercised (the "Majority Requesting Holders") request that such offering of
Shares under such registration be underwritten, the Corporation will use its
reasonable best efforts to cause such registration to be so underwritten. In
connection with any underwriting, the managing underwriter shall be selected by
the Corporation with the consent of the Majority Requesting Holders, which
consent shall not be unreasonably withheld, delayed or conditioned; provided,
--------
however, that in the case of registrations effected pursuant to a request made
-------
by the GS Requisite Holders under Section 4 hereof, the Requisite GS Holders
shall have the right to select the managing underwriter, which shall (unless the
Corporation agrees otherwise) be an Affiliate of the GS Holders.
Section 12. EXPENSES. All expenses incurred by the Corporation in
--------
effecting a registration and sale of Registrable Shares under this Agreement,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the NASD), fees and expenses of complying with
securities and "blue-sky" laws, printing expenses, expenses incurred by the
--------
Corporation in marketing and assisting in the marketing of such Registrable
Shares, the fees, disbursements and expenses of managing underwriter or
underwriters, the fees and expenses of counsel and independent auditors
including fees of counsel and accountants incurred in connection with the
preparation of customary opinions of counsel and independent auditors, and the
reasonable fees and expenses (not to exceed $25,000) of one counsel for all
selling Investors (subject to the presentation of detailed statements therefor),
shall be borne by the
Corporation; provided, however, that under all circumstances all underwriting
-------- -------
discounts, income and transfer taxes, if any, selling commissions and legal fees
and expenses of counsel to the Investors (other than as provided aforesaid)
participating in any registration under this Agreement shall not be borne by the
Corporation but shall be borne solely by such participating Investors in
proportion to the number of Registrable Shares held by such Investors and
included in such registration.
Section 13. INDEMNIFICATION.
---------------
(a) In connection with any registration of any Registrable Shares
under the Securities Act pursuant to this Agreement, the Corporation shall
indemnify and hold harmless the Investors, and the officers, directors and other
Persons that may be deemed to control any Investor within the meaning of the
Exchange Act against any losses, claims, damages or liabilities, joint or
several (or actions in respect thereof), to which the Investors and such Persons
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the registration statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein or otherwise filed with the
Commission, any amendment or supplement thereto or any document incident to
registration or qualification of any Registrable Shares, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading or, with respect to any prospectus, necessary to make the statements
therein in the light of the circumstances under which they were made not
misleading, or any violation by the Corporation of the Securities Act or state
securities or "blue-sky" laws applicable to the Corporation and relating to
--------
action or inaction required of the Corporation in connection with such
registration or qualification under state securities or "blue-sky" laws;
--------
provided, however, that the Corporation shall not be liable in any such case to
-------- -------
the extent that any such loss, claim, damage, liability or action arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, preliminary prospectus,
final prospectus, amendment, supplement or document incident to registration or
qualification of any Registrable Shares in reliance upon and in strict
conformity with written information furnished to the Corporation by any Investor
with respect to information regarding such Investor expressly for inclusion
therein.
(b) In connection with any registration of Registrable Shares
under the Securities Act pursuant to this Agreement, any Investor participating
in such registration shall, severally and not jointly, indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section
13(a)) the Corporation, each director of the Corporation, each officer of the
Corporation who shall sign such registration statement, each underwriter, broker
or other Person acting on behalf of the Corporation and each Person who controls
any of the foregoing Persons within the meaning of the Securities Act with
respect to any statement or
omission from such registration statement, any preliminary prospectus or final
prospectus contained therein or otherwise filed with the Commission, any
amendment or supplement thereto or any document incident to registration or
qualification of any Registrable Share, if such statement or omission was made
in reliance upon and in strict conformity with written information furnished to
the Corporation or such underwriter by such Investor expressly for inclusion in
such registration statement, preliminary prospectus, final prospectus,
amendment, supplement or document, provided that the liability of any Investor
--------
under this Section 13(b) shall not exceed the aggregate proceeds received by
such Investor upon the sale of Registrable Shares by such Investor pursuant to
such registration.
(c) Promptly after receipt by an indemnified party of notice of
the commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 13, such indemnified party will, if a claim in
respect thereof is made against an indemnifying party, give written notice to
the latter of the commencement of such action. In case any such action is
brought against an indemnified party, the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be responsible for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof; provided, however, that an indemnified
-------- -------
party shall have the right to retain its own counsel, with the reasonable fees
and expenses to be paid by the indemnifying party, if such indemnified party
shall have reasonably concluded that representation of such indemnified party or
parties by the counsel retained by the indemnifying party or parties would be
inappropriate due to actual or potential differing interests between such
indemnified party or parties and any other party represented by such counsel in
such proceeding.
(d) If the indemnification provided for in this Section 13 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage, liability or action referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which resulted in such loss, claim, damage,
liability or action as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Section 14. TERMINATION. This Agreement shall terminate and be of no
-----------
further force or effect when there shall not be any Restricted Shares, provided
--------
that the rights of the Investors and the obligations of the Corporation under
Sections 2, 3, 4 and 5 hereof shall earlier terminate and be of no further force
or effect with respect to any individual Investor, and the Corporation vis a vis
such individual Investor at such earlier time as such individual Investor and
its Permitted Transferees (as defined in Section 16) no longer holds any
Restricted Shares.
Section 15. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure
----------------------
to the benefit of the Corporation and each of the Investors and the respective
successors, Permitted Transferees, heirs and legal representatives (as the case
may be) of the Corporation and the Investors.
Section 16. ASSIGNMENT. The rights granted pursuant to this Agreement may
----------
not be assigned or otherwise conveyed by any Investor or by any subsequent
transferee of any of such rights without the written consent of the Corporation,
which consent shall not unreasonably be withheld; provided, however, that no
-------- -------
such written consent shall be required if (a) the transfer is to any Affiliate
or partner of any Investor or if such transferee acquires at least a majority of
the capital stock of the Corporation owned by such Investor or (b) the transfer
of the Restricted Shares to such transferee is expressly permitted by the
Stockholders Agreement or any other agreement between the Corporation and any
Investor and such Shares will be Restricted Shares upon transfer to such
transferee (each, a "Permitted Transferee"); provided further, however, that the
-------------------- -------- ------- -------
Corporation may refuse such written consent (in a case where such consent is
required) if the Board of Directors determines, in its reasonable discretion,
that the transferee is a direct competitor of the Corporation or has indicated
an intention to compete directly with the Corporation; provided further,
-------- -------
however, that any such purchaser or transferee shall, as a condition to the
-------
effectiveness of such transfer and/or assignment, be required to execute a
counterpart to this Agreement agreeing to become a party to this Agreement and
to be treated as an Investor hereunder, whereupon such purchaser or transferee
shall have the benefits of, and shall be subject to the restrictions contained
in, this Agreement. The rights granted pursuant to this Agreement with respect
to any Investor's Restricted Shares shall be deemed to be assigned subject to
the provisions of this Section 16 (with respect to such Restricted Shares) to
any Permitted Transferee of such Restricted Shares, unless the documentation
executed by the Investor to effect the transfer of such Restricted Shares
provides that rights under this Agreement are not being assigned to such
transferee. The term "Investor" shall be deemed to include any party to whom an
Investor's rights with respect to particular Restricted Shares have been
assigned in accordance with this Section 16.
Section 17. ENTIRE AGREEMENT. This Agreement, which shall be effective
----------------
upon the Closing, contains the entire agreement among the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous
arrangements or understandings with respect thereto, including, without
limitation, the Existing Agreement, which, effective upon the Closing, shall
cease and terminate in its entirety and be of no further force or effect;
provided,
--------
however, that in the event that the Closing shall not occur, then this
-------
Agreement shall cease and terminate and be of no force or effect and the
Existing Agreement shall continue in full force and effect.
Section 18. NOTICES. All notices and other communications pursuant to
-------
this Agreement shall be in writing and deemed to be sufficient if delivered
personally, by telecopier, sent by nationally-recognized overnight courier or
mailed by registered or certified mail (return receipt requested), postage
prepaid, or by electronic mail, with a copy thereof to be sent by mail (as
aforesaid) within 24 hours of such electronic mail, to the parties at the
following address:
(a) if to the Corporation, to:
WIT Capital Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
e-mail address: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
with a copy to:
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Telecopier: (▇▇▇)▇▇▇-▇▇▇▇
e-mail address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
(b) if to any Investor, to such Investor at the address set forth on
Schedule I hereto;
----------
or to such other address as the party to whom notice is to be given may have
furnished to the other parties hereto in writing in accordance herewith. Any
such notice or communication shall be deemed to have been delivered and received
(i) in the case of personal delivery or delivery by telecopier, on the date of
such delivery, (ii) in the case of nationally-recognized overnight courier, on
the next business day after the date when sent and (iii) in the case of mailing,
on the third business day following that on which the piece of mail containing
such communication is posted. As used in this Section 18, "business day" shall
mean any day other than a day on which banking institutions in the State of New
York are legally closed for business.
Section 19. MODIFICATIONS; AMENDMENTS; WAIVERS. The terms and provisions
----------------------------------
of this
Agreement may only be amended or waived either (a) with the written consent
of the (i) Corporation and (ii) Investors holding a majority, by voting power,
of the outstanding Restricted Shares then held by all Investors with respect to
all terms and provisions of this Agreement other than Section 4, which shall
require the consent of the Requisite GS Holders and the Requisite Capital Z
Holders or (b) in a writing by the party or parties against whom such amendment
or waiver is sought to be enforced.
Section 20. COUNTERPARTS. This Agreement may be executed in any number of
------------
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
Section 21. HEADINGS. The headings of the various sections of this
--------
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.
Section 22. GOVERNING LAW. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed wholly therein.
[COUNTERPART SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF
APRIL 9, 1999]
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed and delivered as of the date first above
written.
WIT CAPITAL GROUP, INC.
By:
Name:
Title:
INVESTORS:
By:
Name:
Title:
[COUNTERPART SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF
APRIL 9, 1999]
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed and delivered as of the date first above
written.
WIT CAPITAL GROUP, INC.
By:
Name:
Title:
INVESTORS:
By:
Name:
Title:
[COUNTERPART SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF
APRIL 9, 1999.]
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed and delivered as of the date first above
written.
WIT CAPITAL GROUP, INC.
By:
Name:
Title:
INVESTORS:
By:
Name:
Title:
[COUNTERPART SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF
APRIL 9, 1999.]
ADDITIONAL INVESTORS:
By:
Name:
Title:
Name and Addresses of Investors
-------------------------------
-------------------------------------------
Investors
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
c/o ComCast Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇
c/o Safeguard Scientific
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇. ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇▇▇▇ Partners
One World ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. Fleischrnan
c/o Linklaters Paines
1345 Avenue of the Americas
▇▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
-------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Wit Capital Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Hicks, Muse, ▇▇▇▇ & ▇▇▇▇▇ Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
-------------------------------------------
Highland Capital Partners IV
Limited Partnership
▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
Highland Entrepreneurs' Fund
IV Limited Partnership
▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ Smellick
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇
c/o ▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
▇▇. ▇▇▇▇▇ Ungerleida
▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------
-------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Kunihiko Yogo
▇▇▇▇▇▇▇▇▇▇ ▇-▇▇-▇▇-▇▇▇
▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇
-------------------------------------------
Capital Z Financial Services
Fund II, L.P.
1 Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Capital Z Financial Services
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇.▇.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Drapor ▇▇▇▇▇▇ Jurvetson Fund V, L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Mr. ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson Partners LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Mr. ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
DS Capital Group LLC
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------
FG-Wit
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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MC Capital Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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SiliconValley, Inc.
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Attn: Kogi Osawa
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MediaOne Interactive Services, Inc.
Attention: President
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Roccia Ventures L.L.P.
▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇
▇▇▇. ▇▇▇
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Pacific Mandarin I LTD
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▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Attn: ▇.▇. ▇▇▇▇▇▇
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BNP/ ▇▇▇▇▇▇ ▇▇▇▇ GROUP INVESTORS
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇.
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ULTRA PARTNERS GP INVESTORS
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Family Trust
▇▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇
▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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THE ▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP, L.P.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
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