Voting Agreement - MarketWatch.com Inc. and Pinnacor Inc.
VOTING AGREEMENT
This Voting Agreement (the "AGREEMENT") is made and entered into as of
July 22, 2003, by and among NMP, Inc., a Delaware corporation ("HOLDCO"),
MarketWatch.com, Inc., a Delaware corporation ("PARENT"), and the undersigned
stockholder (the "STOCKHOLDER") of Pinnacor Inc., a Delaware corporation (the
"COMPANY"). All capitalized terms herein not otherwise defined shall have the
meaning ascribed to them in the Merger Agreement (as defined below).
Recitals
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of the date
hereof (the "MERGER AGREEMENT") by and among Parent, the Company, Holdco, Maple
Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of
Holdco ("PARENT MERGER SUB"), and Pine Merger Sub, Inc., a Delaware corporation
and a direct wholly owned subsidiary of Holdco ("COMPANY MERGER SUB"), Parent
Merger Sub is merging with and into Parent (the "PARENT MERGER") and Company
Merger Sub is merging with and into the Company (the "COMPANY MERGER" and
together with the Parent Merger, the "MERGERS") whereby after the Mergers each
of Parent and the Company shall be the surviving corporations of the Mergers and
direct wholly owned subsidiaries of Holdco;
WHEREAS, the Stockholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of
shares of the outstanding common stock, $0.01 par value per share, of the
Company in the amounts indicated on the final page of this Agreement (the
"SHARES"); and
WHEREAS, as a material inducement for Holdco and Parent to enter into the
Merger Agreement, the Stockholder agrees to (i) in accordance with the terms
hereof, not transfer or otherwise dispose of any of such Stockholder's Shares or
New Shares (as defined below), or any and all other shares or securities of the
Company issued, issuable, exchanged or exchangeable in respect of any Shares or
New Shares (collectively with respect to each Stockholder, the "SECURITIES"),
and (ii) vote such Stockholder's Securities as set forth herein.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of
the mutual agreements, covenants, representations and warranties contained
herein and intending to be legally bound hereby, the parties agree as follows:
1. AGREEMENT TO RETAIN SHARES.
1.1 Transfer and Encumbrance. The Stockholder agrees to be subject
to such Stockholder's Proxy (as defined in Section 3) and agrees that it will
not take or permit any action to, directly or indirectly, (i) transfer, sell,
assign, give, exchange or pledge, or otherwise dispose of or encumber the
Stockholder's Securities prior to the Expiration Date (as defined below), or to
make any offer or agreement relating thereto, at any time prior to the
Expiration Date; (ii) deposit any of the Stockholder's Securities into a voting
trust or enter into a voting agreement or arrangement with respect to such
Stockholder's Securities or grant any proxy (except for the
1
<PAGE>
Proxy (as defined in Section 3 below)) or power of attorney with respect
thereto, in each case, in a manner that conflicts or may conflict with the
Stockholder's obligations hereunder, or (iii) enter into any contract, option or
other arrangement or undertaking with respect to the direct or indirect sale,
assignment, transfer, exchange or other disposition of or transfer of any
interest in or the voting of any of the Stockholder's Securities, in each case,
in a manner that conflicts or may conflict with the Stockholder's obligations
hereunder; provided, however, that notwithstanding the foregoing, each of
Holdco, Parent and the Company acknowledges that GapStar, LLC ("GAPSTAR") has
pledged (the "PLEDGE") and granted a security interest (the "SECURITY INTEREST")
in its Shares to a lender to secure loans made to GapStar by such lender and to
the extent that GapStar acquires any New Shares or any other shares or
securities of the Company issued, issuable, exchanged or exchangeable in respect
of such Shares or New Shares, such securities shall also be subject to the
Pledge and the Security Interest. As used herein, the term "EXPIRATION DATE"
shall mean the earlier to occur of (i) the Effective Time (as such term is
defined in the Merger Agreement), and (ii) the date on which the Merger
Agreement is terminated in accordance with its terms (including any extensions
to the Merger Agreement, as provided for therein).
1.2 New Shares. The Stockholder agrees that any shares or securities
of the capital stock of the Company that the Stockholder purchases or with
respect to which the Stockholder otherwise acquires beneficial ownership after
the date of this Agreement and prior to the Expiration Date (the "NEW SHARES"),
and any and all other shares or securities of the Company issued, issuable,
exchanged or exchangeable prior to the Expiration Date in respect of any New
Shares, shall be subject to the terms and conditions of this Agreement to the
same extent as if they constituted Shares.
2. AGREEMENT TO VOTE. Prior to the Expiration Date, at every meeting of
the stockholders of the Company called with respect to any of the following, and
at every postponement or adjournment thereof, and on every action or approval by
written consent of the stockholders of the Company with respect to any of the
following, the Stockholder agrees to vote such Stockholder's Securities, and, to
the extent applicable, cause holders of record of such Stockholder's Securities
to vote: (i) in favor of approval of the Merger Agreement, the Company Merger,
the transactions contemplated thereby and any matter that could reasonably be
expected to facilitate the Company Merger; (ii) in favor of any alternative
structure as may be agreed upon by Holdco, Parent and the Company to effect the
Company Merger; provided that such alternative structure is on terms in the
aggregate no less favorable to the Company's stockholders than the terms of the
Company Merger set forth in the Merger Agreement; and (iii) against the
consummation of any Alternative Transaction (other than any alternative
structure proposed in subsection 2(ii) above). Prior to the Expiration Date, the
Stockholder will not enter into any agreement or understanding with any person
or entity to vote or give instructions in any manner inconsistent with this
Section 2.
3. PROXY. Concurrent with the execution of this Agreement, the Stockholder
agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A
(the "PROXY"), which shall be irrevocable to the extent provided in Section 212
of the Delaware General Corporation Law prior to the Expiration Date, covering
the total number of Securities beneficially owned or as to which beneficial
ownership is acquired (as such term is defined in Rule 13d-3 under the Exchange
Act) by such Stockholder. The Proxy shall not be terminated prior to the
Expiration
2
<PAGE>
Date by any act of the Stockholder or by operation of law, whether by the death
or incapacity of the Stockholder or by the occurrence of any other event or
events (including, without limitation, the termination of any trust or estate
for which the Stockholder is acting as a fiduciary or fiduciaries or the
dissolution or liquidation of any corporation or partnership). If between the
execution hereof and the Expiration Date, the Stockholder should die or become
incapacitated, or if any trust or estate holding the Securities should be
terminated, or if any corporation or partnership holding the Securities should
be dissolved or liquidated, or if any other such similar event or events shall
occur before the Expiration Date, certificates representing the Securities shall
be delivered by or on behalf of the Stockholder in accordance with the terms and
conditions of this Agreement, and actions taken by Holdco and Parent hereunder
shall be as valid as if such death, incapacity, termination, dissolution,
liquidation or other similar event or events had not occurred, regardless of
whether or not Holdco or Parent has received notice of such death, incapacity,
termination, dissolution, liquidation or other event.
4. NO OPPOSITION. Prior to the Expiration Date and subject to Section
9.16, the Stockholder agrees not to take, or cause to be taken, any action
inconsistent with the consummation of the Company Merger and the transactions
contemplated by the Merger Agreement. Prior to the Expiration Date, the
Stockholder agrees to take, or cause to be taken, all actions necessary to
facilitate, encourage or otherwise support the Company Merger and the
transactions contemplated by the Merger Agreement.
5. ACKNOWLEDGEMENT. The parties acknowledge and agree that neither Parent,
nor the successors, assigns, subsidiaries, divisions, employees, officers,
directors, stockholders, agents and affiliates of Parent shall owe any duty to,
whether in law or otherwise, or incur any liability of any kind whatsoever,
including without limitation, with respect to any and all claims, losses,
demands, causes of action, costs, expenses (including reasonable attorney's
fees) and compensation of any kind or nature whatsoever to the Stockholder in
connection with or as a result of any voting (or refrain from voting) by Parent
of the Securities subject to the Proxy hereby granted to Parent at any annual,
special or other meeting or action of the stockholders of the Company, or the
execution of any consent of the stockholders of the Company. The parties
acknowledge that, pursuant to the authority hereby granted under the Proxy,
Parent may, in accordance with the terms of the Proxy, vote the Securities in
furtherance of its own interests, and Parent is not acting as a fiduciary for
the Stockholder; provided however that Parent shall vote the Securities in
accordance with Section 2.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER. The
Stockholder hereby represents, warrants and covenants to Holdco and Parent that:
6.1 Ownership. The Stockholder has good and valid title to, and is
the sole legal and beneficial owner of the Shares, in each case free and clear
of all Liens (other than in the case of GapStar, the Pledge and the Security
Interest). As of the date hereof, the Stockholder does not beneficially own any
shares or securities of the capital stock of the Company other than such
Stockholder's Shares.
6.2 Authorization. The Stockholder has all requisite power and
authority to execute and deliver this Agreement and the Proxy and to consummate
the transactions contemplated hereby and thereby and has sole voting power and
sole power of disposition, with
3
<PAGE>
respect to all of the Shares with no restrictions on its voting rights or rights
of disposition pertaining thereto. The Stockholder has duly executed and
delivered this Agreement, and this Agreement is a legal, valid and binding
agreement of the Stockholder, enforceable against the Stockholder in accordance
with its terms.
6.3 No Violation. Neither the execution, delivery and performance of
this Agreement or the Proxy nor the consummation of the transactions
contemplated hereby and thereby will (i) require the Stockholder to file or
register with, or obtain any material permit, authorization, consent or approval
of, any Governmental or Regulatory Entity, or any other entity (other than the
filing of a Schedule 13D, Schedule 13G or amendment thereto, if applicable);
(ii) violate, or cause a breach of or default (or an event which with notice or
the lapse of time or both would become a default) under, any contract, agreement
or understanding, any statute or law, or any judgment, decree, order, regulation
or rule of any Governmental or Regulatory Entity, or any other entity or any
arbitration award binding upon the Stockholder; or (iii) cause the acceleration
of any obligation under or give to others any right of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or other
encumbrances on any property or asset of the Stockholder pursuant to any
provision of any indenture, mortgage, lien, lease, agreement, contract,
instrument, order, judgment, ordinance, regulation or decree to which the
Stockholder is subject or by which the Stockholder or any of the Stockholder's
properties or assets are bound. No proceedings are pending which, if adversely
determined, will have a material adverse effect on any ability to vote or
dispose of any of the Shares.
7. FURTHER ASSURANCES. The Stockholder hereby covenants and agrees to
execute and deliver, or cause to be executed or delivered, such additional
proxies, consents, waivers and other instruments, and undertake any and all
further action, necessary or desirable, in the reasonable opinion of Holdco or
Parent, to carry out the purpose and intent of this Agreement and to consummate
the Company Merger under the terms of the Merger Agreement or any other
agreement to which such Stockholder is a party.
8. TERMINATION. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date; provided that nothing herein shall relieve any party from
liability hereof for breaches of this Agreement and/or the Proxy prior to the
Expiration Date.
9. MISCELLANEOUS.
9.1 Waiver. No waiver by any party hereto of any condition or any
breach of any term or provision set forth in this Agreement shall be effective
unless in writing and signed by each party hereto. The waiver of a condition or
any breach of any term or provision of this Agreement shall not operate as or be
construed to be a waiver of any other previous or subsequent breach of any term
or provision of this Agreement.
9.2 Severability. In the event that any term, provision, covenant or
restriction set forth in this Agreement, or the application of any such term,
provision, covenant or restriction to any person, entity or set of
circumstances, shall be determined by a court of competent jurisdiction to be
invalid, unlawful, void or unenforceable to any extent, the remainder of the
terms, provisions, covenants and restrictions set forth in this Agreement, and
the application of
4
<PAGE>
such terms, provisions, covenants and restrictions to persons, entities or
circumstances other than those as to which it is determined to be invalid,
unlawful, void or unenforceable, shall remain in full force and effect, shall
not be impaired, invalidated or otherwise affected and shall continue to be
valid and enforceable to the fullest extent permitted by applicable law.
9.3 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without the prior written consent of the other; provided,
however, that each of Holdco and Parent may freely assign its rights to a
subsidiary of Holdco or Parent without such prior written approval but no such
assignment shall relieve Holdco or Parent of any of its obligations hereunder.
Any purported assignment without such consent shall be void.
9.4 Amendment and Modification. This Agreement may not be modified,
amended, altered or supplemented except by the execution and delivery of a
written agreement executed by the parties hereto.
9.5 Specific Performance; Injunctive Relief. Each of the parties
hereto hereby acknowledge that (i) the representations, warranties, covenants
and restrictions set forth in this Agreement are necessary, fundamental and
required for the protection of Holdco and Parent and to preserve for Holdco and
Parent the benefits of the Mergers; (ii) such covenants relate to matters which
are of a special, unique, and extraordinary character that gives each such
representation, warranty, covenant and restriction a special, unique, and
extraordinary value; and (iii) a breach of any such representation, warranty,
covenant or restriction, or any other term or provision of this Agreement, will
result in irreparable harm and damages to Holdco and Parent that cannot be
adequately compensated by a monetary award. Accordingly, Holdco, Parent and the
Stockholder hereby expressly agree that in addition to all other remedies
available at law or in equity, Holdco and Parent shall be entitled to the
immediate remedy of specific performance, a temporary and/or permanent
restraining order, preliminary injunction, or such other form of injunctive or
equitable relief as may be used by any court of competent jurisdiction to
restrain or enjoin any of the parties hereto from breaching any representations,
warranties, covenants or restrictions set forth in this Agreement, or to
specifically enforce the terms and provisions hereof.
9.6 Governing Law. This Agreement shall be governed by and
construed, interpreted and enforced in accordance with the internal laws of the
State of Delaware without giving effect to any choice or conflict of law
provision, rule or principle (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware.
9.7 Jurisdiction. The parties to this Agreement agree that any suit,
action or proceeding arising out of, or with respect to, this Agreement or the
Proxy, or any judgment entered by any court in respect thereof shall be brought
in the courts of California, County of San Francisco or in the U.S. District
Court for the Northern District of California as the commencing party may elect,
and the Stockholder hereby accepts the exclusive jurisdiction of those courts
for the purpose of any suit, action or proceeding. In addition, the Stockholder
hereby
5
<PAGE>
irrevocably waives, to the fullest extent permitted by law, any objection which
the Stockholder may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or such
Stockholder's Proxy or any judgment entered by any court in respect thereof
brought in California, County of San Francisco or the U.S. District Court for
the Northern District of California, as selected by the commencing party, and
hereby further irrevocably waives any claim that any suit, action or proceedings
brought in California or in such District Court has been brought in an
inconvenient forum.
9.8 Entire Agreement. This Agreement and the Proxy contain the
entire understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matters.
9.9 Notices. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):
If to Holdco or Parent: MarketWatch.com, Inc.
825 Battery Street
San Francisco, CA 94111
Attention: Doug Appleton, Esq.
Facsimile: (415) 392-1972
Telephone: (415) 733-0535
with a copy to: Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
Attention: Robert Townsend, Esq.
Facsimile: (415) 268-7522
Telephone: (415) 268-7080
If to the Stockholder: To the address for notice set
forth on the signature page
hereof.
9.10. Further Assurances. The Stockholder shall execute and deliver
any additional certificate, instruments and other documents, and take any
additional actions, as Holdco or Parent may deem necessary or desirable, in the
reasonable opinion of Holdco or Parent, to carry out and effectuate the purpose
and intent of this Agreement and the transactions contemplated hereby
9.11 Expenses. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement or the Proxy, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled after a final, non-appealable judgment that this Agreement has
6
<PAGE>
been breached by the non-prevailing party and such breach has caused actual
damages to the prevailing party. In no event shall the prevailing party be
entitled to consequential, speculative or punitive damages.
9.12 Remedies Not Exclusive. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity will be cumulative and not alternative, and the exercise of any
thereof by either party will not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
9.13 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED
TO THIS AGREEMENT, THE PROXY OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY.
9.14 Counterparts. This Agreement may be executed in any number of
counterparts and delivered by facsimile, each of which when so executed and
delivered shall be deemed an original, but all of which together shall
constitute but one and the same instrument and the delivering party covenants
and agrees that an original will be sent immediately thereafter in accordance
with Section 9.9.
9.15 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
9.16 No Limitation on Actions of the Stockholder as Director.
Notwithstanding anything to the contrary in this Agreement, in the event the
Stockholder is an officer or director of the Company, nothing in this Agreement,
including, without limitation, Sections 4 and 7, is intended or shall be
construed to require the Stockholder, in the Stockholder's capacity as a officer
or director of the Company, to act or fail to act in accordance with the
Stockholder's fiduciary duties in such capacity.
9.17 Disclosure. The Stockholder hereby authorizes Parent to publish
or disclose in any Parent SEC Reports or any reports filed with the SEC by
Holdco, including, without limitation, a Schedule 13D, its identity and the
nature of its commitments, arrangements and understandings under this Agreement.
9.18 Consent of Spouse. If the Stockholder is married, the
Stockholder either (a) acknowledges that he is not a domiciliary resident of a
"community property" state or (b) agrees to deliver to Parent the Consent of
Spouse attached hereto as Exhibit B on the date hereof.
7
<PAGE>
9.19 Legend on Share Certificates. Each certificate representing any
Securities shall be endorsed by the Company with a legend reading substantially
as follows:
"THE RIGHT TO VOTE THE SHARES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH
IN A VOTING AGREEMENT, A COPY OF WHICH IS ON FILE AT THE
CORPORATION'S PRINCIPAL PLACE OF BUSINESS."
It being understood and agreed that the legend set forth above shall be removed
by delivery of substitute certificates without such legend upon termination of
this Agreement.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
8
<PAGE>
In Witness Whereof, the parties have caused this Voting Agreement to be
duly executed on the day and year first above written.
HOLDCO:
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
PARENT:
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
STOCKHOLDER:
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
Stockholder's Address for Notice:
_____________________________________________
_____________________________________________
_____________________________________________
Shares beneficially owned:
__________ shares of the Company Common Stock
SIGNATURE PAGE TO VOTING AGREEMENT
<PAGE>
Exhibit A
PROXY TO VOTE STOCK OF THE COMPANY
The undersigned stockholder of Pinnacor Inc., a Delaware corporation (the
"COMPANY"), hereby irrevocably (to the full extent permitted by Section 212 of
the Delaware General Corporation Law, except as provided below) appoints Larry
Kramer, Joan Platt and Doug Appleton of MarketWatch.com, Inc., a Delaware
corporation ("PARENT"), and each of them, as the sole and exclusive attorneys
and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting and related rights (to the full
extent that the undersigned is entitled to do so) with respect to all of the
shares of capital stock of the Company that now are or hereafter may be
beneficially owned by the undersigned, and any and all other shares or
securities of the Company issued, issuable, exchanged or exchangeable in respect
thereof on or after the date hereof (collectively, the "SECURITIES") in
accordance with the terms of this Proxy. The Securities beneficially owned by
the undersigned stockholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Securities are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to the Securities until after the Expiration
Date (as defined below).
This Proxy is irrevocable (to the extent provided in Section 212 of the
Delaware General Corporation Law), is coupled with an interest and is granted
pursuant to that certain Voting Agreement dated as of July 22, 2003, by and
among Parent, NMP, Inc., a Delaware corporation ("HOLDCO") and the undersigned
stockholder (the "VOTING AGREEMENT"), and is granted in consideration of Parent
and Holdco entering into that certain Agreement and Plan of Merger dated as of
the date hereof (the "MERGER AGREEMENT") by and among Parent, the Company,
Holdco, Maple Merger Sub, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Holdco, and Pine Merger Sub, Inc., a Delaware corporation and a
direct wholly owned subsidiary of Holdco. As used herein, the term "EXPIRATION
DATE" shall mean the earlier to occur of (i) the Effective Time (as such terms
is defined in the Merger Agreement), and (ii) the date on which the Merger
Agreement is terminated in accordance with its terms (including any extensions
to the Merger Agreement, as provided for therein).
The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Securities, and
to exercise all voting and other rights of the undersigned with respect to the
Securities (including, without limitation, the power to execute and deliver
written consents pursuant to Section 228 of the Delaware General Corporation
Law), at every annual, special or other meeting or action of the stockholders of
the Company, as applicable, or at any postponement or adjournment thereof and in
every written consent in lieu of such meeting: (i) in favor of approval of the
Merger Agreement, the Company Merger (as defined in the Merger Agreement), the
transactions contemplated thereby and any matter that could reasonably be
expected to facilitate the Company Merger; (ii) in favor of any alternative
structure as may be agreed by Parent and the Company to effect the Company
Merger; provided that such alternative structure is on terms in the aggregate no
less favorable to the Company's stockholders than the terms of the Company
Merger set forth in the Merger Agreement; and (iii) against the consummation of
any Alternative Transaction (other than any
A-1
<PAGE>
alternative structure proposed in clause (ii) above). The attorneys and proxies
named above may not exercise this Proxy on any other matter except as provided
above. The undersigned stockholder may vote the Securities on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Proxy is irrevocable (to the extent provided in Section 212 of the
Delaware General Corporation Law). This Proxy shall terminate, and be of no
further force and effect, automatically upon the Expiration Date.
Dated: July 22, 2003
_____________________________________________
(Signature of Stockholder)
_____________________________________________
(Print Name of Stockholder)
Shares beneficially owned:
__________ shares of the Company Common Stock
A-2
<PAGE>
Exhibit B
CONSENT OF SPOUSE
I, ____________________, spouse of ____________________ ("STOCKHOLDER"),
have read and hereby approve the foregoing Voting Agreement. In consideration of
the benefits to which the Stockholder is entitled under the Voting Agreement, I
hereby agree to be irrevocably bound by the Voting Agreement and further agree
that any community property or other such interest shall be similarly bound by
the Voting Agreement. I hereby appoint my spouse as my attorney-in-fact with
respect to any amendment or exercise of any rights under the Voting Agreement.
_________________________________
Spouse of Stockholder
B-1
<PAGE>
INDIVIDUALS/ENTITIES SUBJECT TO THE VOTING AGREEMENT
- General Atlantic Partners 69, L.P.
- Gap Coinvestment Partners II, L.P.
- GapStar, LLC
- RRE Ventures II L.P.
- RRE Ventures Fund II L.P.
- Kevin Clark
- David Hodgson
- Kirk Loevner
- David Obstler
- James D. Robinson
- William Staib
B-2