IMPROVENET, INC.
FOURTH AMENDED AND RESTATED
VOTING AGREEMENT
THIS FOURTH AMENDED AND RESTATED VOTING AGREEMENT (the "AGREEMENT") is made
and entered into this 23rd day of November, 1999, by and among IMPROVENET, INC.,
a Delaware corporation (the "COMPANY"), those certain existing holders of the
Company's common stock listed on EXHIBIT A hereto (the "HOLDERS"), those certain
existing holders of the Company's common stock and common stock equivalents
listed on EXHIBIT B hereto (the "STOCK HOLDERS"), the holders of Series A
Preferred Stock (the "SERIES A INVESTORS"), the holders of Series B Preferred
Stock (the "SERIES B INVESTORS"), the holders of Series C Preferred Stock (the
"SERIES C INVESTORS"), the holders of Series D Preferred Stock (the "SERIES D
INVESTORS") and the purchasers of Series E Preferred Stock (the "SERIES E
INVESTORS") (collectively referred to as the "INVESTORS") listed on EXHIBIT C
hereto.
WITNESSETH
WHEREAS, the Holders are the beneficial owners of shares of the common
stock of the Company as set forth opposite their respective names on EXHIBIT A;
WHEREAS, the Stock Holders are the beneficial owners of shares of the
common stock of the Company or options to purchase Common Stock of the Company
as set forth opposite their respective names on EXHIBIT B hereto;
WHEREAS, the Series A Investors, the Series B Investors, the Series C
Investors, and the Series D Investors signed a Third Amended and Restated Voting
Agreement dated September 10, 1999 (the "PRIOR AGREEMENT") by and between the
Company, the Series A Investors, the Series B Investors, the Series C Investors,
the Series D Investors, the Holders and the Stock Holders;
WHEREAS, the parties to such Prior Agreement desire to terminate the Prior
Agreement and to accept the rights and covenants hereto in lieu of the
obligations required of them under the Prior Agreement;
WHEREAS, the Company proposes to sell shares of its Series E Preferred
Stock to the Series E Investors pursuant to the First Series E Preferred Stock
and Warrant Purchase Agreement and the Second Series E Preferred Stock Purchase
Agreement (the "PURCHASE AGREEMENTS") of even date herewith (the "FINANCING");
and
WHEREAS, in connection with the consummation of the Financing, the Holders,
the Stock Holders and the Investors have agreed to provide for the future voting
of their shares of the Company's capital stock as set forth below.
NOW, THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
ARTICLE I
1. TERMINATION OF PRIOR AGREEMENT.
1.1 The Prior Agreement is hereby terminated in its entirety and restated
herein. Such termination and restatement is effective upon execution of this
Agreement by the holders of at least a majority of the Investor Shares (as the
term is defined under the Prior Agreement) outstanding on the date of this
Agreement and by the holders of at least a majority of the Holder Shares and the
Stock Holders (as the terms are defined under the Prior Agreement) outstanding
on the date of this Agreement. Upon such execution, the rights and covenants
contained in the Prior Agreement shall have no further force or effect. The
rights and covenants contained in this Agreement set forth the sole and entire
agreement among the Company, the Holders, the Stock Holders and the Investors on
the subject matter hereof and supercede any and all rights granted or covenants
made under prior agreements.
ARTICLE II
2. VOTING.
2.1 (a) The Holders each agree to vote all shares of voting capital stock
of the Company registered in their respective names or beneficially owned by
them as of the date hereof, and any and all other securities of the Company
legally or beneficially acquired by each of the Holders after the date hereof,
(hereinafter collectively referred to as the "HOLDER SHARES") subject to, and in
accordance with, the provisions of this Agreement.
(b) The Stock Holders each agree to vote all shares of voting capital
stock of the Company registered in their respective names or beneficially owned
by them as of the date hereof, and any and all other securities of the Company
legally or beneficially acquired by each of the Stock Holders after the date
hereof, (hereinafter collectively referred to as the "STOCK HOLDER SHARES")
subject to, and in accordance with, the provisions of this Agreement.
(c) The Investors each agree to vote all shares of voting capital
stock of the Company (including without limitation, all shares of common stock
issued upon conversion of the Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock or Series E Preferred
Stock) registered in their respective names or beneficially owned by them as of
the date hereof, and any and all other securities of the Company legally or
beneficially acquired by each of the Investors after the date hereof,
(hereinafter collectively referred to as the "INVESTOR SHARES") subject to, and
in accordance with, the provisions of this Agreement.
2.2 ELECTION OF DIRECTORS. The Board of Directors of the Company shall
consist of no greater than nine (9) members and no less than seven (7) members.
Such limitations shall expire upon the effective date of the first underwritten
registration of the securities of the Company pursuant to the Securities Act of
1933, as amended.
2.3 ELECTION OF THE AT LARGE DIRECTOR.
(a) If at least one director of the Company is to be elected by the
consent of the holders of the Common Stock Majority (as hereinafter defined) and
the Preferred Stock Majority (as hereinafter defined) (such director is
hereinafter referred to as the "AT LARGE DIRECTOR"), at the election of the At
Large Director, whether at any regular or special meeting of the Company's
stockholders, or in
2.
lieu of such meeting, by written consent or otherwise, each Holder shall vote
all of such person's Holder Shares, and each Investor shall vote all of such
person's Investor Shares for the election as a director a nominee that is
mutually acceptable to a majority in interest of the holders of common stock
("COMMON STOCK MAJORITY") and a majority in interest of the holders of
preferred stock ("PREFERRED STOCK MAJORITY"). Such person shall initially be
▇▇▇▇▇▇ ▇▇▇▇▇▇. Any vote taken to remove any director elected pursuant to
this Section 2.3, or to fill any vacancy created by the resignation of a
director elected pursuant to this Section 2.3, shall also be subject to the
provisions of this Section 2.3(a).
(b) If the Common Stock Majority and the Preferred Stock Majority
cannot mutually agree upon the nominee to fill the At Large Director seat at any
meeting to elect the At Large Director, the Holders and Investors agree to vote
their respective shares in favor of adjourning such meeting without voting for
the At Large Director until a mutually acceptable nominee is obtained.
(c) If for any reason a At Large Director candidate that is not
mutually acceptable to the Common Stock Majority and Preferred Stock Majority is
elected, then the Holders and Investors agree to immediately either (i) hold a
special meeting of the Company's stockholders or (ii) pursuant to written
consent if lawful, to vote their respective shares for the purpose of removing
the director so elected. Likewise, the Board of Directors agrees that it will
not fill any vacancy of an At Large Director seat without the written consent of
the Common Stock Majority and Preferred Stock Majority.
2.4 ELECTION OF THE SERIES A BOARD SEAT. So long as the Series A Investors
pursuant to Article IV, Section 3(a) of the Third Amended and Restated
Certificate of Incorporation of the Company (or any successor provision thereof)
have the authority to elect one (1) member of the Company's Board of Directors,
the Series A Investors agree to vote their Investor Shares so as to elect as
such member a designee of Alta Partners (or its successors or assigns). Any
vote taken to remove any director elected pursuant to this Section 2.4, or to
fill any vacancy created by resignation of a director elected pursuant to this
Section 2.4, shall also be subject to the provisions of this Section 2.4.
2.5 ELECTION OF THE SERIES B PREFERRED BOARD SEAT. So long as the Series
B Investors pursuant to Article IV, Section 3(a) of the Third Amended and
Restated Certificate of Incorporation of the Company (or any successor provision
thereof) have the authority to elect one (1) member of the Company's Board of
Directors, the Series B Investors agree to vote their Investor Shares so as to
elect as such member a designee of Arch Venture Fund III, L.P. (or its
successors or assigns). Any vote taken to remove any director elected pursuant
to this Section 2.5, or to fill any vacancy created by resignation of a director
elected pursuant to this Section 2.5, shall also be subject to the provisions of
this Section 2.5.
2.6 ELECTION OF THE SERIES C PREFERRED BOARD SEAT. So long as the Series
C Investors pursuant to Article IV, Section 3(a) of the Third Amended and
Restated Certificate of Incorporation of the Company (or any successor provision
thereof) have the authority to elect one (1) member of the Company's Board of
Directors (the "SERIES C DIRECTOR"), the Series C Investors agree to vote their
Investor Shares so as to elect as such member a designee of entities affiliated
with August Capital II, L.P. or its successors or assigns (collectively
"AUGUST"). Any vote taken to remove any director elected pursuant to this
Section 2.6, or to fill any vacancy created by resignation of a director elected
pursuant to this Section 2.6, shall also be subject to the provisions of this
Section 2.6; provided that the Series C Director may be removed only with the
consent of August.
2.7 ELECTION OF THE SERIES D PREFERRED BOARD SEAT. So long as the Series
D Investors pursuant to Article IV, Section 3(a) of the Third Amended and
Restated Certificate of Incorporation of the Company (or any successor provision
thereof) have the authority to elect one (1) member of the
3.
Company's Board of Directors (the "SERIES D DIRECTOR"), the Series D
Investors agree to vote their Investor Shares so as to elect as such member a
designee of entities affiliated with GE Capital Equity Investments, Inc. ("GE
CAPITAL") or its successors or assigns. Any vote taken to remove any
director elected pursuant to this Section 2.7, or to fill any vacancy created
by resignation of a director elected pursuant to this Section 2.7, shall also
be subject to the provisions of this Section 2.7.
2.8 ELECTION OF THE SERIES E PREFERRED BOARD SEAT. So long as the Series
E Investors pursuant to Article IV, Section 3(a) of the Third Amended and
Restated Certificate of Incorporation of the Company (or any successor provision
thereof) have the authority to elect one (1) member of the Company's Board of
Directors (the "SERIES E DIRECTOR"), the Series E Investors agree to vote their
Investor Shares so as to elect as such member a designee of entities affiliated
with ▇▇▇▇▇ Corning or its successors or assigns. Any vote taken to remove any
director elected pursuant to this Section 2.8, or to fill any vacancy created by
resignation of a director elected pursuant to this Section 2.8, shall also be
subject to the provisions of this Section 2.8.
2.9 NOMINATION OF ▇▇▇▇▇ CORNING BOARD SEAT. So long as ▇▇▇▇▇ Corning owns
at least 500,000 shares of Series E Preferred Stock or 500,000 shares of Common
Stock issuable upon conversion of the Series E Preferred Stock, the Company
shall nominate one (1) designee of ▇▇▇▇▇ Corning for election to the Company's
Board of Directors; provided, however, that the Company shall have no
obligations under this Section 2.9 prior to an underwritten public offering that
results in the conversion of the Series E Preferred Stock, and provided,
further, that this Section 2.9 shall expire and be of no further force or effect
upon the expiration or termination of that certain Internet Based Services
Agreement dated November ___, 1999.
2.10 ELECTION OF THE CHAIRMAN OF THE BOARD AND THE CHIEF EXECUTIVE OFFICER.
For so long as more than one director of the Company is to be elected by the
holders of the common stock and preferred stock voting together as a single
class on an as-converted basis pursuant to Article IV, Section 3(a) of the Third
Amended and Restated Certificate of Incorporation of the Company (or any
successor provision thereof), the Holders and Investors agree to vote their
Holders Shares and Investors Shares, respectively, to elect the Chairman of the
Board and the Chief Executive Officer of the Company to fill at least two of the
seats governed by such provision. Any vote taken to remove any director elected
pursuant to this Section 2.10, or to fill any vacancy created by resignation of
a director elected pursuant to this Section 2.10, shall also be subject to the
provisions of this Section 2.10.
2.11 (a) In the event that holders of more than seventy five percent (75%)
of the Outstanding Common Stock Equivalents (as hereinafter defined) (the
"REQUISITE PARTIES") approve a sale of the Company or all or substantially all
of the Company's assets (an "APPROVED SALE") whether by means of a merger,
consolidation, or sale of stock or assets, or otherwise (each, a "SALE OF THE
COMPANY"), all Holders, Stock Holders and Investors shall consent to, vote for
and raise no objections against the Approved Sale, and if the Approved Sale is
structured as (i) a merger or consolidation of the Company, or a sale of all or
substantially all of the Company's assets, each Holder, Stock Holder and
Investor shall waive any dissenters' rights, appraisal rights or similar rights
in connection with such merger, consolidation or asset sale, or (ii) a sale of
the stock of the Company, the Holders, Stock Holders and the Investors shall
agree to sell their Holder Shares, Stock Holder Shares and Investor Shares,
respectively, on the terms and conditions approved by the Requisite Parties,
provided such terms do not provide that the Holders, Stock Holders or Investors
would receive less than the amount that would be distributed to such Holders,
Stock Holders or Investors in the event the proceeds of the sale of the Company
were distributed in accordance with the Company's Third Amended and Restated
Certificate of Incorporation. The Holders, Stock Holders and Investors shall
take all necessary and desirable actions
4.
approved by the Requisite Parties, in connection with the consummation of the
Approved Sale, including the execution of such agreements and such
instruments and other actions reasonably necessary to (A) provide the
representations, warranties, indemnities, covenants, conditions, non-compete
agreements, escrow agreements and other provisions and agreements relating to
such Approved Sale; provided, however that all holders of any Series of the
capital stock of the Company are treated similarly Aand (B) effectuate the
allocation and distribution of the aggregate consideration upon the Approved
Sale.
(b) "OUTSTANDING COMMON STOCK EQUIVALENTS" as used in this Section
2.11 shall mean (i) the number of shares of common stock actually outstanding,
(ii) the number of shares of common stock into which the then outstanding
Investor Shares could be converted if fully converted on the day immediately
preceding the given date, and (iii) the number of shares of common stock which
could be obtained through the exercise or conversion of all other rights,
options, warrants, and convertible securities outstanding on the day immediately
preceding the given date.
2.12 Concurrently with the execution of this Agreement, there shall be
imprinted or otherwise placed, on all certificates representing the Holder
Shares, Stock Holder Shares and the Investor Shares the following restrictive
legend (the "LEGEND"):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS OF A VOTING AGREEMENT, WHICH PLACES CERTAIN
RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY
PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO
AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH
AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO
THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN
REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.
2.13 The Company agrees that, during the term of this Agreement, it will
not remove, and will not permit to be removed (upon registration of transfer,
reissuance of otherwise), the Legend from any such certificate and will place or
cause to be placed the Legend on any new certificate issued to represent Holder
Shares, Stock Holder Shares or Investor Shares theretofore represented by a
certificate carrying the Legend.
2.14 The provisions of this Agreement shall be binding upon the successors
in interest to any of the Holder Shares, Stock Holder Shares or Investor Shares.
The Company shall not permit the transfer of any of the Holder Shares, Stock
Holder Shares or Investor Shares on its books or issue a new certificate
representing any of the Holder Shares, Stock Holder Shares or Investor Shares
unless and until the person to whom such security is to be transferred shall
have executed a written agreement, pursuant to which such person becomes a party
to this Agreement or otherwise agrees to be bound by all the provisions hereof
as if such person were a Holder, Stock Holder or an Investor, as applicable.
2.15 Except as provided by this Agreement, each Holder, Stock Holder and
Investor shall exercise the full rights of a stockholder of the Company with
respect to the Holder Shares, Stock Holder Shares (if such person is a
stockholder) and the Investor Shares, respectively.
5.
ARTICLE III
3. TERMINATION.
3.1 This Agreement shall continue in full force and effect from the date
hereof through the earliest of the following dates, on which it shall terminate
in its entirety:
(a) the date of the closing of a firmly underwritten public offering
of the Company's Common Stock pursuant to a registration statement filed with,
and declared effective under the Securities Act of 1933, as amended, covering
the offer and the sale of common stock for the account of the Company in which
all outstanding preferred stock has converted into common stock of the Company;
(b) the date as of which the parties hereto terminate this Agreement
by written consent of the holders of a majority of the Investor Shares and a
majority of the Holder Shares and the Stock Holder Shares (voting together as a
single class); or
(c) March 17, 2008.
(d) Notwithstanding the foregoing, Section 2.9 hereof shall terminate
only upon the written consent of the Company and ▇▇▇▇▇ Corning.
ARTICLE IV
4. MISCELLANEOUS.
4.1 The parties hereto hereby declare that it is impossible to measure in
money the damages which will accrue to a party hereto or to their heirs,
personal representatives, or assigns by reason of a failure to perform any of
the obligations under this Agreement and agree that the terms of this Agreement
shall be specifically enforceable. If any party hereto or his heirs, personal
representatives, or assigns institutes any action or proceeding to specifically
enforce the provisions hereof, any person against whom such action or proceeding
is brought hereby waives the claim or defense therein that such party or such
personal representative has an adequate remedy at law, and such person shall not
offer in any such action or proceeding the claim or defense that such remedy at
law exists.
4.2 This Agreement, and the rights of the parties hereto, shall be
governed by and construed in accordance with the laws of the State of New York.
Each party hereto hereby irrevocably and unconditionally submits to the
exclusive jurisdiction of the state and federal courts located in the State of
New York for any actions, suits or proceedings arising out of or relating to
this Agreement or any of the Related Agreements (as defined in the Purchase
Agreements) and the transactions contemplated hereby or thereby. Each party
hereto agrees not to commence any action, suit or proceeding relating thereto
except in such courts. The parties hereto irrevocably and unconditionally waive
any objection to the laying of venue in any action, suit or proceeding arising
out of this Agreement or any of the Related Agreements or the transactions
contemplated hereby or thereby, in such state or federal courts aforesaid and
hereby further irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.
THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH
THEY ARE PARTIES INVOLVING, DIRECTLY OR
6.
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED
WITH THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS.
4.3 This Agreement may be amended and any term hereof may be waived only
by an instrument in writing signed by each of (i) the Company, (ii) holders of a
majority of the Investor Shares, (iii) holders of a majority of the Holder
Shares and the Stock Holder Shares (with the Holder Shares and the Stockholder
Shares voting together as a single class on an as- converted basis) provided,
however, that the provisions of Section 2.4 shall not be amended or waived
without the written consent of Alta Partners; the provisions of Section 2.5
shall not be amended or waived without the written consent of Arch Venture Fund
III, L.P.; the provisions of Section 2.6 shall not be amended or waived without
the written consent of August; the provisions of Section 2.7 shall not be
amended or waived without the written consent of GE Capital; and the provisions
of Section 2.8 and 2.9 shall not been amended or waived without the written
consent of ▇▇▇▇▇ Corning.
4.4 If any provision of this Agreement is held to be invalid or
unenforceable, the validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby.
4.5 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, assigns, administrators,
executors and other legal representatives.
4.6 This Agreement may be executed in one or more counterparts, each of
which will be deemed an original but all of which together shall constitute one
and the same agreement.
4.7 No waivers of any breach of this Agreement extended by any party
hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.
4.8 Notwithstanding anything to the contrary contained herein, if the
Company shall issue additional shares of its Series E Preferred Stock pursuant
to the Purchase Agreements, any purchaser of such shares of Series E Preferred
Stock may become a party to this Agreement by executing and delivering an
additional counterpart signature page to this Agreement and shall be deemed a
Series E Investor and an Investor hereunder, respectively.
4.9 In the event that any suit or action is instituted to enforce any
provision in this Agreement, the prevailing party shall be entitled to all costs
and expenses of maintaining such suit or action, including reasonable attorneys'
fees.
4.10 Neither the Company, the Holders, the Stock Holders, the Investors,
nor any officer, director, stockholder, partner, employee or agent of such
party, makes any representation or warranty as to the fitness or competence of
the nominee of any party hereunder to serve on the Company's Board of Directors
by virtue of such party's execution of this Agreement or by the act of such
party in voting for such nominee pursuant to this Agreement.
4.11 Should the provisions of this Agreement be construed to constitute the
granting of proxies, such proxies shall be deemed coupled with an interest and
are irrevocable for the term of this Agreement.
7.
IN WITNESS WHEREOF, the parties hereto have executed this FOURTH AMENDED
AND RESTATED VOTING AGREEMENT as of the date first above written.
COMPANY: INVESTOR(S):
IMPROVENET, INC. -----------------------------------------
(PRINT NAME OF INVESTOR)
/s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------- By: /s/ All Preferred Stock Investors
▇▇▇▇▇▇ ▇▇▇▇▇▇, President and ---------------------------------------
Chief Executive Officer
Title:
--------------------------------------
HOLDERS:
----------------------------------
(PRINT NAME OF HOLDER)
----------------------------------
STOCKHOLDERS:
----------------------------------
(PRINT NAME OF STOCKHOLDER)
----------------------------------
SIGNATURE PAGE
FOURTH AMENDED AND RESTATED VOTING AGREEMENT
EXHIBIT A
LIST OF HOLDERS
HOLDERS HOLDER SHARES
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 200,000
Jan ▇. ▇▇▇▇▇▇▇ 244,500
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustees under 297,338
Revocable Trust Agreement dated 8/9/78, as amended FBO
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1999 15,000
Annuity Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ 1999 Annuity 15,000
Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇ 5,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ 5,000
EXHIBIT B-1
FOURTH AMENDED AND RESTATED VOTING AGREEMENT
EXHIBIT B
LIST OF STOCK HOLDERS
NUMBER OF COMMON
SHAREHOLDERS STOCK EQUIVALENTS
▇▇▇▇▇ ▇▇▇▇▇▇ 30,205
The ▇▇▇▇▇▇ Trust Agreement Dated 9/9/93 70,740
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 60,000
▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustees for the 60,293
▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. Family 1980 Trust dated 5/4/84
Weil Family Trust 46,110
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 40,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 40,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 35,408
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 35,800
▇▇▇▇▇ ▇▇▇▇▇▇ as Custodian for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ 25,000
Rollover
▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇▇ 20,000
Living Trust Dated 9/23/93
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 12,000
▇▇▇▇▇ Family Trust Dated 8/8/86 10,000
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 10,000
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ 1999 Annuity 15,000
Trust
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1999 15,000
Annuity Trust
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustees under 297,338
Revocable Trust Agreement dated 8/9/78, as amended FBO
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 200,000
▇▇▇ ▇▇▇▇▇▇▇ 244,500
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 2,188
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,667
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 22,617
▇▇▇▇▇ ▇▇▇▇▇▇▇ 2,291
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 37,500
2
NUMBER OF COMMON
OPTIONHOLDERS STOCK EQUIVALENTS
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 71,250
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 27,383
▇▇▇▇▇ ▇▇▇▇▇▇▇ 2,709
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 77,500
▇▇▇▇▇ ▇▇▇▇▇▇ 29,795
▇▇▇▇▇▇ ▇▇▇▇▇▇ 577,102
WARRANT HOLDERS
▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇▇ 5,000
Living Trust Dated 3/23/93
3
EXHIBIT C
LIST OF INVESTORS
NAME AND ADDRESS
----------------------------------------------------------------------------
Allstate Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Alta California Partners, L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Alta Embarcadero Partners, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ARCH Venture Fund III, L.P.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
August Capital II, L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
Burr, Egan, Deleage & Co.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Company, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
GC&H Investments
▇▇▇▇▇▇ Godward LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
EXHIBIT C-1
FOURTH AMENDED AND RESTATED VOTING AGREEMENT
NAME AND ADDRESS
----------------------------------------------------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Madrona Investment Group, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustees for the ▇▇▇▇▇ ▇. ▇▇▇▇▇
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Family Trust Dated ▇/▇/▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Zero Stage Capital VI, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
MGN Opportunity Group LLC
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ California
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Employee Venture Fund, ▇.▇. ▇▇
EXHIBIT C-2
FOURTH AMENDED AND RESTATED VOTING AGREEMENT
NAME AND ADDRESS
----------------------------------------------------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
H&Q ImproveNet Investors, LLC
▇/▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Access Technology Partners, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Access Technology Partners Brokers Fund, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Partners, L.P.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Clear Fir Partners, L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇-▇▇ Joint Venture, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
J2 JV, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Staenberg Private Capital, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Heidron-Staenberg Joint Venture, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
KFIT-JRS Joint Venture, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT C-3
FOURTH AMENDED AND RESTATED VOTING AGREEMENT
NAME AND ADDRESS
----------------------------------------------------------------------------
▇▇▇-▇▇▇▇▇▇▇▇▇ Joint Venture, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
MAD Fund JV, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Carmel Fund LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Blackshirts Joint Venture, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
JR-JS JV, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Alco JV, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
GT-JS JV, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ANV Joint Venture, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Stanford University
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
EXHIBIT C-4
FOURTH AMENDED AND RESTATED VOTING AGREEMENT
NAME AND ADDRESS
----------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
GE Capital Equity Investments, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ Corning
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Dow Chemical Company
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
E.I. du Pont de Nemours and Company
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Global Financial Manager
▇▇▇▇▇▇▇▇▇.▇▇▇ Holding Co.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
QBB MGMT I, L.L.C.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
EXHIBIT C-5
FOURTH AMENDED AND RESTATED VOTING AGREEMENT
