1
EXHIBIT 10.8
XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
This Amended and Restated Voting Agreement (the "Agreement") is made as
of the 11th day of February, 2000, by and among Xxxxxx.xxx, Inc., a Washington
corporation (formerly known as Rivalnet, Inc.) (the "Company"), the holders of
shares of Common Stock of the Company, options to purchase shares of Common
Stock of the Company and shares of Series A Preferred Stock of the Company
listed on Exhibit A attached hereto (the "Prior Holders"), the holders of shares
of Series B Preferred Stock of the Company listed on Exhibit B attached hereto
(the "Series B Investors"), the holders of shares of or warrants to purchase
shares of Series C Preferred Stock of the Company listed on Exhibit B attached
hereto (the "Series C Investors") and the holders of shares of Series E
Preferred Stock of the Company or warrants to purchase shares of Series F
Preferred Stock of the Company listed on Exhibit C attached hereto (the "Series
E Investors" and, collectively with the Prior Holders, the Series B Investors
and the Series C Investors, the "Investors").
RECITALS
The Company, the Prior Holders, the Series B Investors and the Series C
Investors are parties to the Voting Agreement dated as of September 30, 1999
(the "Prior Agreement"). The Company and the Series E Investors have entered
into a Series E Preferred Stock Purchase Agreement dated as of December 21, 1999
(the "Purchase Agreement"), pursuant to which the Company desires to sell to the
Series E Investors, and the Series E Investors desire to purchase from the
Company, shares of the Company's Series E Preferred Stock. In order to induce
the Series E Investors to purchase Series E Preferred Stock of the Company
pursuant to the Purchase Agreement, the Company, the Prior Holders, the Series B
Investors and the Series C Investors desire to enter into this Agreement upon
the terms and conditions set forth below, which amends, restates and supersedes
the Prior Agreement in its entirety.
AGREEMENT
The parties agree as follows:
1. ELECTION OF DIRECTORS.
1.1 BOARD REPRESENTATION. At each annual meeting of the shareholders
of the Company, or at any meeting of the shareholders of the Company at which
members of the Board of Directors of the Company (the "Board") are to be
elected, or whenever members of the Board are to be elected by written consent,
the Investors agree to take all such actions as shall be reasonably necessary to
affirmatively vote or act with respect to their shares so as to elect:
(a) one (1) member of the Board designated by the holders of a
majority of the shares of Series B Preferred Stock of the Company (the "Series B
Director"); provided that the Series B Director shall be designated by Hummer
Winblad Venture Partners or its affiliates ("Hummer Winblad"), so long as Hummer
Winblad owns at least 1,500,000 shares
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of the Company's Common Stock, on an as-converted basis (as adjusted for any
stock split, stock dividend, recapitalization and the like) and shall initially
be Xxx Xxxxxxx;
(b) two (2) members of the Board (the "Prior Holders Directors")
designated by the holders of a majority of outstanding shares of Common Stock
and Series A Preferred Stock of the Company held by the Prior Holders, voting
together as a single class on an as-converted basis, which director shall
initially be Xxxxx X. Xxxxxxx, Xx. and Xxxx Xxxxxxx;
(c) one (1) member of the Board designated by mutual consent of
the Series B Director and the Prior Holders Directors and reasonably acceptable
to each of them; provided, however, that such member shall (i) have relevant
industry experience, (ii) not be otherwise affiliated with the Company or the
Investors and (iii) initially be Xxxxxxx X. Xxxxx; and
(d) one (1) member of the Board (the "Series E Director")
designated by SOFTBANK Capital Partners, LP ( "SOFTBANK") on behalf of the
Series E Investors; provided that such designee shall be mutually acceptable to
SOFTBANK and the Company.
1.2 APPOINTMENT OF DIRECTORS. In the event of the resignation, death,
removal or disqualification of the Series B Director, a Prior Holders Director
or the Series E Director, the Series B Investors, the Prior Holders or SOFTBANK
on behalf of the Series E Investors, as the case may be, shall promptly nominate
a new director as provided in Section 1.1, and each Investor and shall take all
such actions as shall be reasonably necessary to affirmatively vote its shares
of capital stock of the Company to elect such nominee to the Board.
1.3 REMOVAL. The Series B Investors, the Prior Holders or the Series
E Investors, as the case may be, may remove their designated director at any
time and from time to time, with or without cause (subject to the Bylaws of the
Company as in effect from time to time and any requirements under applicable
law), in their sole discretion, and after written notice to each of the parties
hereto of the new nominee to replace such director and after such nominee has
been approved by the Company's directors in accordance with Section 1.1 above,
each Investor shall promptly take all such actions as shall be reasonably
necessary to affirmatively vote its shares of capital stock of the Company to
elect such nominee to the Board.
1.4 NEWS AMERICA OBSERVER. So long as News America Incorporated
("NAI") holds at least 1,000,000 shares of Preferred Stock of the Company (as
adjusted for stock splits, stock dividends, recapitalizations and the like), the
Company will permit a representative of NAI (the "NAI Observer") to attend all
meetings of the Board and all committees thereof (whether in person, telephonic
or otherwise) in a nonvoting observer capacity and shall provide to NAI,
concurrently with the members of the Board, and in the same manner, notice of
any such meeting and a copy of all materials provided to such members. Exchanges
of confidential and proprietary information between the Company and the NAI
Observer shall be governed by the terms of the Mutual Non-Disclosure Agreement,
dated September 30, 1999, executed by the Company and NAI, and any confidential
information transmittal records provided in connection therewith. The Company
acknowledges that the NAI Observer will likely have, from time to time,
information that may be of interest to the Company ("Information") regarding a
wide variety of matters, including by way of example only, (a) NAI's
technologies, plans and services,
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and plans and strategies relating thereto, (b) current and future investments
NAI has made, may make, may consider or may become aware of with respect to
other companies and other technologies, products and services, including without
limitation, technologies, products and services that may be competitive with the
Company's, and (c) developments with respect to the technologies, products and
services, and plans and strategies relating thereto, of other companies,
including, without limitation, companies that may be competitive with the
Company. The Company recognizes that a portion of such Information may be of
interest to the Company. Such Information may or may not be known by the NAI
Observer. The Company, as a material part of the consideration for this
Agreement and the Purchase Agreement, agrees that NAI and the NAI Observer shall
have no duty to disclose any Information to the Company or permit the Company to
participate in any projects or investments based on any Information, or to
otherwise take advantage of any opportunity that may be of interest to the
Company if it were aware of such Information, and hereby waives, to the extent
permitted by law, any claim based on the corporate opportunity doctrine or
otherwise that could limit NAI's ability to pursue opportunities based on such
Information or that would require NAI or the NAI Observer to disclose any such
Information to the Company or offer any opportunity relating thereto to the
Company.
1.5 INTEL OBSERVER. So long as Intel Corporation ("Intel"), together
with its subsidiaries (defined as entities of which Intel beneficially owns,
directly or indirectly, at least 50% of the outstanding voting securities) holds
at least 1,000,000 shares of Preferred Stock of the Company (as adjusted for
stock splits, stock dividends, recapitalizations and the like), the Company will
permit a representative of Intel (the "Intel Observer") to attend all meetings
of the Board and all committees thereof (whether in person, telephonic or
otherwise) in a non-voting observer capacity and shall provide to Intel,
concurrently with the members of the Board, and in the same manner, notice of
any such meeting and a copy of all materials provided to such members. Exchanges
of confidential and proprietary information between the Company and the Intel
Observer shall be governed by the terms of the Corporate Non-Disclosure
Agreement No. 0272085, dated March 2, 1999 executed by the Company and Intel,
and any Confidential Information Transmittal Records provided in connection
therewith. The Company acknowledges that the Intel Observer will likely have,
from time to time, information that may be of interest to the Company
("Information") regarding a wide variety of matters, including by way of example
only, (a) Intel's technologies, plans and services, and plans and strategies
relating thereto, (b) current and future investments Intel has made, may make,
may consider or may become aware of with respect to other companies and other
technologies, products and services, including without limitation, technologies,
products and services that may be competitive with the Company's, and (c)
developments with respect to the technologies, products and services, and plans
and strategies relating thereto, of other companies, including, without
limitation, companies that may be competitive with the Company. The Company
recognizes that a portion of such Information may be of interest to the Company.
Such Information may or may not be known by the Intel Observer. The Company, as
a material part of the consideration for this Agreement and the Purchase
Agreement, agrees that Intel and the Intel Observer shall have no duty to
disclose any Information to the Company or permit the Company to participate in
any projects or investments based on any Information, or to otherwise take
advantage of any opportunity that may be of interest to the Company if it were
aware of such Information, and hereby waives, to the extent permitted by law,
any claim based on the corporate opportunity doctrine or otherwise that could
limit Intel's ability to pursue opportunities based on such Information or that
would require Intel
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or the Intel Observer to disclose any such Information to the Company or offer
any opportunity relating thereto to the Company.
2. ADDITIONAL REPRESENTATIONS AND COVENANTS.
2.1 NO REVOCATION. The voting agreements contained herein are coupled
with an interest and may not be revoked during the term of this Agreement.
2.2 CHANGE IN NUMBER OF DIRECTORS. Except as is otherwise
contemplated by this Agreement, the Investors will not vote for any amendment or
change to the Articles of Incorporation or Bylaws of the Company providing for
the election of more or less than four (4) directors, or any other amendment or
change to the Articles of Incorporation or Bylaws of the Company inconsistent
with the terms of this Agreement.
2.3 LEGENDS. Each certificate representing shares of the Company's
capital stock held by the Investors or any assignee of the Investors shall bear
the following legend:
"THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND
AMONG THE COMPANY AND CERTAIN SHAREHOLDERS OF THE COMPANY (A COPY OF
WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY
INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE
DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF
SAID VOTING AGREEMENT."
2.4 EXPENSES OF DIRECTORS. The Company shall reimburse all members of
the Board for all reasonable out-of-pocket expenses incurred in connection with
attendance at meetings of the Board or committees thereof.
3. TERMINATION.
3.1 TERMINATION EVENTS. This Agreement, other than Section 4, which
shall survive any termination pursuant to Section 3.1(a) below but shall remain
subject to termination pursuant to Section 3.1(b), shall terminate upon the
earlier of:
(a) A firm commitment underwritten public offering by the Company
of shares of its Common Stock pursuant to a registration statement under the
Securities Act of 1933, as amended, the public offering price of which is not
less than $8.85 per share (appropriately adjusted for any stock split, dividend,
combination or other recapitalization) and which results in aggregate cash
proceeds to the Company of at least $15,000,000 (net of underwriting discounts
and commissions) (a "Qualified IPO"); or
(b) The sale, conveyance or disposal of all or substantially all
of the Company's property or business or the Company's merger into or
consolidation with any other corporation (other than a wholly-owned subsidiary
corporation) or if the Company effects any other transaction or series of
related transactions in which more than fifty percent (50%) of the
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voting power of the Company is disposed of that is effected in accordance with
the provisions of the Amended and Restated Investor Rights Agreement dated as of
the date hereof by and among the Company, the Investors and certain other
holders of the Company's securities; provided, however, that this Section 3.1(b)
shall not apply to a merger effected exclusively for the purpose of changing the
domicile of the Company.
3.2 REMOVAL OF LEGEND. At any time after the termination of this
Agreement in accordance with Section 3.1, any holder of a stock certificate
legended pursuant to Section 2.3 may surrender such certificate to the Company
for removal of the legend, and the Company will duly reissue a new certificate
without the legend.
4. POST-IPO DIRECTORS. For a period of two (2) years following a
Qualified IPO, NAI shall be entitled to designate a nominee to the Board, which
nominee shall be reasonably acceptable to the other members of the Board. Upon
the request of News America, the Company shall use its best efforts to cause the
election of such nominee to the Board. For a period of two (2) years following a
Qualified IPO, SOFTBANK shall be entitled to designate a nominee to the Board,
which nominee shall be reasonably acceptable to the other members of the Board.
Upon the request of SOFTBANK, the Company shall use its best efforts to cause
the election of such nominee to the Board.
5. MISCELLANEOUS.
5.1 SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
5.2 AMENDMENTS AND WAIVERS. Any term hereof may be amended or waived
only with the written consent of (a) the Company, (b) the holders of a majority
of the outstanding shares of Common Stock and Series A Preferred Stock of the
Company (on an as-converted basis) held by the Prior Holders (voting together as
a single class), (c) the holders of a majority of the outstanding shares of
Series B Preferred Stock and Series C Preferred Stock of the Company (voting
together as a single class) and (d) the holders of a majority of the outstanding
shares of Series E Preferred Stock. Any amendment or waiver effected in
accordance with this Section 5.2 shall be binding upon the Company and the
current and future holders of any shares of capital stock of the Company held by
the Investors and each of their respective successors and assigns.
Notwithstanding the foregoing, in the event that any employee or officer of the
Company shall hold at least two percent (2%) of the outstanding shares of
capital stock of the Company, such employee or officer shall become a party to
this Agreement by execution of a counterpart signature page hereto, without
further action by the parties. The Company covenants and agrees that any such
employee or officer will become a party to this Agreement.
5.3 NOTICES. Any notice required or permitted by this Agreement shall
be in writing and shall be deemed sufficient on the date of delivery, when
delivered personally or by
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overnight courier or sent by telegram or fax, or forty-eight (48) hours after
being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the party to be notified at such party's address or
fax number as set forth on the signature page or on Exhibit A, Exhibit B or
Exhibit C hereto, or as subsequently modified by written notice.
5.4 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.
5.5 GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Washington, without giving effect to principles of conflicts of law.
5.6 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
5.7 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
5.8 TERMINATION OF PRIOR RIGHTS. Effective and contingent upon the
execution of this Agreement by the Company, the holders of a majority of the
outstanding shares of Common Stock and Series A Preferred Stock of the Company
(on an as-converted basis) held by the Prior Holders (voting together as a
single class) and the holders of a majority of the outstanding shares of Series
B Preferred Stock and Series C Preferred Stock of the Company (voting together
as a single class), and upon the closing of the transactions contemplated by the
Purchase Agreement, the Prior Agreement shall be null and void and amended and
restated in its entirety to read as set forth in this Agreement, and the
Company, the Prior Holders and the Investors agree to be bound by the provisions
hereof as the sole agreement with respect to the matters set forth herein.
[Signature Page Follows]
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The parties have executed this Amended and Restated Voting Agreement as
of the date first written above.
THE COMPANY:
XXXXXX.XXX, INC.
By:
-------------------------------------------
Xxxxx X. Xxxxxxx, Xx.
President
Address: 00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
INVESTORS:
NEWS AMERICA INCORPORATED
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
SIGNATURE PAGE TO XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
8
HUMMER WINBLAD VENTURE PARTNERS III, L.P.
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
HUMMER WINBLAD TECHNOLOGY FUND III, L.P.
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
HUMMER WINBLAD VENTURE PARTNERS IV, L.P.
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
SIGNATURE PAGE TO XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
9
INTEL CORPORATION
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
SIGNATURE PAGE TO XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
10
THE PHOENIX PARTNERS III B
LIMITED PARTNERSHIP
By: The Phoenix Management Partners III,
its General Partner
By:
-------------------------------------------
Xxxxx X. Xxxxxxxx,
General Partner
THE PHOENIX PARTNERS IV LIMITED PARTNERSHIP
By: The Phoenix Management Partners IV LLC,
its General Partner
By:
-------------------------------------------
Xxxxx X. Xxxxxxxx,
Member
SIGNATURE PAGE TO XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
11
XXXXXXX MEDIA, INC.
By:
-------------------------------------------
Xxxxx X. Xxxxxxx, Xx.
President
----------------------------------------------
Xxxxx X. Xxxxxxx, Xx.
----------------------------------------------
XXXX XXXXXXX
----------------------------------------------
XXXXX X. XXXXXXXX
----------------------------------------------
XXXXXXX X. XXXX
----------------------------------------------
XXXXX XXXXX
----------------------------------------------
XXXXX X. XXXX
SIGNATURE PAGE TO XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
12
GREAT NORTHERN VENTURES LLC
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
SIGNATURE PAGE TO XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
13
XXXX XXXXXXX III AND XXXXX
XXX XXXXXXX, TRUSTEES OF THE
XXXXXXX 96 REVOCABLE TRUST
DATED NOVEMBER 13, 1996
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
----------------------------------------------
XXXXXXX X. XXXXX
SIGNATURE PAGE TO XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
14
SOFTBANK CAPITAL PARTNERS, L.P.
By: SOFTBANK Capital Partners LLC
Its General Partner
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
SOFTBANK CAPITAL ADVISORS FUND LP
By: SOFTBANK Capital Partners LLC
Its General Partner
By:
-------------------------------------------
Name:
-----------------------------------------
(print)
Title:
----------------------------------------
SIGNATURE PAGE TO XXXXXX.XXX, INC.
AMENDED AND RESTATED VOTING AGREEMENT
15
Exhibit A
PRIOR HOLDERS
NAME AND ADDRESS NO. OF SHARES
---------------- -------------
Xxxxx X. Xxxxxxx, Xx. 0
c/o Xxxxxx.xxx, Inc.
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Xxxxxx Xxxxxx 300,000
000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxx 00000-0000
Xxxx Xxxxxxx III and Xxxxx Xxx Xxxxxxx, 300,000
trustees of the Xxxxxxx 96 Revocable
Trust dated November 13, 1996
c/o Bay Partners
00000 Xxxxx Xx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Xxxxxxx X. Xxxxx 280,000
000 Xxxx Xxxxxx #000
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Xxxxx X. and Xxx Xxxxxxx 140,000
000 Xxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Xxxxxxx Media, Inc. 1,240,000
c/o Xxxxxx.xxx, Inc.
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx and Xxxxxx Xxxxxx 224,688
000 Xxxxx X Xxxxxx
Xxxxxxxxxxx, Xxxxx 00000-0000
Xxxxx X. Xxxxxxxx 298,888
c/o The Phoenix Partners
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
16
NAME AND ADDRESS NO. OF SHARES
---------------- -------------
T. Xxxx Xxxxx 200,000
0000 - 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxxxxx 00000-0000
Xxxxx Xxxxx 300,000
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx X. Xxxx 200,000
0000 00xx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Saffron, LLC 100,000
00000 Xxxxxxxxx Xxx
Xxxx Xxxxxx Xxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxxx Xxxxx
Xxxx X. Xxxxxxxx 200,000
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Xxxxx X. Xxxx 80,000
6598 - 000xx Xxxxxx X.X.
Xxxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx Xxxxxx 40,000
0000 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxx X. Xxxxxx 80,000
X.X. Xxx 0000
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Xxxxxxx Xxxxxx 80,000
0000 Xxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxx 00000
Great Northern Ventures LLC 60,000
0000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxxx
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Exhibit B
SERIES B AND SERIES C INVESTORS
NAME/ADDRESS/FAX NO. OF SHARES
---------------- -------------
News America Incorporated 4,238,999
c/o News America Digital Publishing, Inc.
620 Avenue of the Americas, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxx, Senior Vice President,
Finance and Business Operations
Fax: (000) 000-0000
Hummer Winblad Venture Partners III, L.P. 3,620,656
0 Xxxxx Xxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxx Xxxxxxx
Fax: (000) 000-0000
Hummer Winblad Technology Fund III, L.P. 190,561
0 Xxxxx Xxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxx Xxxxxxx
Fax: (000) 000-0000
Hummer Winblad Technology Fund IV, L.P. 1,313,509
0 Xxxxx Xxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxx Xxxxxxx
Fax: (000) 000-0000
Intel Corporation 2,562,364
Attn: Mergers & Acquisitions Portfolio Manager
RN6-46
0000 Xxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
The Phoenix Partners IV Limited Partnership 1,042,980
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
Fax: (000) 000-0000
18
NAME/ADDRESS/FAX NO. OF SHARES
---------------- -------------
The Phoenix Partners III B Limited Partnership 238,201
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
Fax: (000) 000-0000
Xxxxxxx Media, Inc. 0
c/o Xxxxxx.xxx, Inc.
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxx Xxxxxxx 100,000
c/o Xxxxxx.xxx, Inc.
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Venture Law Group Investments 1999 15,238
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxxx X. Xxxxxxx 3,809
c/o Venture Law Group
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxxxxx X. Xxxx 48,871
0000 00xx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
RIP General Partnership 97,743
Attn: Xxxx Xxxxx
00000 - 00xx Xxxxx X.
Xxxxxxx, Xxxxxxxxxx 00000
Rock Creek Partners 48,871
Attn: Xxxx Xxxxxx
0000 Xxxxxx Xxxxxx X., Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
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NAME/ADDRESS/FAX NO. OF SHARES
---------------- -------------
Xxxx Xxxxxxx 48,871
0000 - 00xx Xxxxxx XX
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
Overlake Orthopaedic & Fracture 48,819
Center Profit Sharing Trust
Attn: X.X. Xxxxxxxx
0000 Xxxxx Xx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Willamette Trust dated 10/25/95 48,151
Attn: Xxxxxx Xxxxxxxxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Dakota Capital Partners, L.L.C. 19,201
Attn: Xxxxx Xxxxxxxxx
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxxxx and Xxxxxxx Xxxxxxxxx 48,433
c/o MPC, Inc.
000 Xxxxxx Xxxxxx X.
Xxxxxxx, Xxxxx 00000
Great Northern Ventures LLC 192,104
Attn: Xxxx Xxxxxxx
0000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx Xxxxx 47,984
0000 - 000xx Xxxxxx XX
Xxxxxxx, Xxxxxxxxxx 00000
Xxx Xxxxxxxx 12,032
0000 - 000xx Xxxxxx XX
Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxx Xxxxxxxxx 12,024
00 Xxxxxxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxx 00000
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NAME/ADDRESS/FAX NO. OF SHARES
---------------- -------------
Xxxxxxx Xxxxx 12,024
14514 - 00xx Xxxxx XX
Xxxx Xxxxx, Xxxxxxxxxx 00000
Staenberg Private Capital, LLC 47,963
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Xxxx Xxxxxxxxx 19,201
c/o Kirkland & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Xxxxxxx X. and Xxxx X. Xxxxx 48,151
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx 00000
Xxxxxx Xxxxxx 48,527
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx 00000-0000
Xxxxxx Xxxxx 24,195
000 Xxxxx 00xx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Xxxxxx Xxxx 12,024
0000 Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Xxxxxxx X. Xxxxx 47,619
0000 X. Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxx 00000
Xxxx Xxxxxxxxx 25,000
0000 - 000xx Xxxxxx X.X.
Xxxxxxxx, Xxxxxxxxxx 00000
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Exhibit C
SERIES E INVESTORS
NAME/ADDRESS/FAX NO. OF SHARES
---------------- -------------
SOFTBANK Capital Partners LP 2,957,100
00 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Fax: (000) 000-0000
SOFTBANK Capital Advisors Fund LP 42,900
00 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Fax: (000) 000-0000
