Investors' Rights Agreement - WebEx Inc., Subrah Iyar, Min Zhu and Yuqing Xu
WEBEX, INC.
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement")
is made and entered into as of the 30th day of March, 2000, by and among WEBEX,
INC., a California corporation (the "Company"), SUBRAH IYAR, MIN ZHU and YUQING
XU (collectively, the "Founders") and the undersigned parties identified on
Schedule A attached hereto (the "Investors").
W I T N E S S E T H:
WHEREAS, certain of the Investors hold shares of the Company's Series A,
Series B, and Series C Preferred Stock and possess registration rights,
information rights and other rights pursuant to an Investors' Rights Agreement
among the Company and such Investors dated as of December 17, 1999 (the "1999
Rights Agreement"); and
WHEREAS, the undersigned Investors who hold Series A, Series B and
Series C Preferred Stock desire to terminate the 1999 Rights Agreement and to
accept the rights created pursuant hereto in lieu of the rights granted to them
under this Rights Agreement; and
WHEREAS, the obligations of certain Investors to purchase Series D
Preferred Stock are conditioned upon the execution and delivery of this
Agreement by such Investors, and holders of in excess of 75% of the Series A,
Series B and Series C Preferred Stock and the Company:
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the Investors who are parties to the 1999 Rights Agreement
hereby agree that the 1999 Rights Agreement shall be superseded and replaced in
its entirety by this Agreement, and the parties hereto further agree as follows:
SECTION 1
Restrictions on Transferability of Securities; Registration Rights
1.1 Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:
(a) "Affiliate" shall mean a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, a Holder . The term "person" for the purpose of this definition
includes, in addition to such Holder, the following persons: (i) any relative or
spouse of such Holder; (ii) any trust or estate in which such Holder or any of
the persons specified in subsection (i) collectively own fifty percent or more
of the total beneficial interest or of which any of such persons serve as
trustee, executor or in any similar capacity; and (iii) any corporation or other
organization (other than the Holder) in which such Holder or any of the persons
specified in of this section are the beneficial owners collectively of fifty
percent or more of the voting securities or fifty percent or more of the equity
interest.
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(b) "Closing" shall mean the date of the initial sale of shares of the
Company's Series C Preferred Stock.
(c) "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
(d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
(e) "Holder" shall mean any Investor who holds Registrable Securities
and any holder of Registrable Securities to whom the registration rights
conferred by this Agreement have been transferred in compliance with Section
1.11 and Section 3 hereof.
(f) "Initiating Holders" shall mean any Holder or Holders who in the
aggregate hold not less than twenty-five percent (25%) of the outstanding
Registrable Securities.
(g) "Investors" shall mean persons who: (i) purchased Shares pursuant to
the Series D Preferred Stock Purchase Agreement, dated as of the date hereof
(ii) possessed registration rights pursuant to the 1999 Rights Agreement or
(iii) hold warrants to purchase Series C Preferred Stock.
(h) "Other Shareholders" shall mean persons other than Holders who, by
virtue of agreements with the Company, are entitled to include their securities
in certain registrations hereunder.
(i) "Registrable Securities" shall mean (i) shares of the Company's
Common Stock (the "Common Stock") issued or issuable pursuant to the conversion
of the Shares, (ii) any shares of stock or other securities into which or for
which shares of Common Stock issued or issuable pursuant to the conversion of
the Shares may hereafter be changed, converted or exchanged and any other shares
or securities issued to holders of Common Stock (or such shares of stock or
other securities into which or for which shares of Common Stock are so changed,
converted or exchanged) upon any reclassification, share combination, share
subdivision, share dividend, share exchange, merger, consolidation or similar
transaction or event and (iii) any Common Stock issued as a dividend or other
distribution with respect to or in exchange for or in replacement of the shares
referenced in (i) and (ii) above provided, however, that Registrable Securities
shall not include any shares of Common Stock or shares of stock or other
securities referenced in (ii) above which have previously been registered or
which have been sold to the public either pursuant to a registration statement
or Rule 144, or which have been sold in a private transaction in which the
transferor's rights under this Agreement are not assigned.
(j) The terms "register," "registered" and "registration" shall refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
(k) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration,
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qualification, and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, blue sky fees and expenses, expenses
of any regular or special audits incident to or required by any such
registration, and the reasonable fees and disbursements of one counsel for the
Holders, selected by a majority in interest of the Holders, (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company).
(l) "Rule 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
(m) "Rule 145" shall mean Rule 145 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
(n) "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
(o) "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and the reasonable
fees and disbursements of counsel for any Holder (other than the fees and
disbursements of counsel included in Registration Expenses).
(p) "Shares" shall mean collectively the Company's Series A, Series B,
Series C and Series D Preferred Stock currently outstanding or issuable upon
exercise of warrants therefor.
1.2 Requested Registration.
(a) Request for Registration. If the Company shall receive from the
Initiating Holders at any time after the earlier of (i) December 17, 2003 or
(ii) nine (9) months after the effective date of the first registration
statement filed by the Company covering an underwritten offering of any of its
securities to the general public, a written request that the Company effect any
registration with respect to shares of Registrable Securities with an expected
aggregate offering price, net of underwriting discounts and expenses related to
the issuance, to the public exceeding $5,000,000 for an initial public offering
or, in the event of a secondary offering, exceeding $2,500,000, the Company
will:
(i) promptly give written notice of the proposed registration to
all other Holders; and
(ii) as soon as practicable, use its best efforts to effect such
registration (including, without limitation, filing post-effective
amendments, appropriate qualifications under applicable blue sky or
other state securities laws, and appropriate compliance with the
Securities Act) as would permit or facilitate the sale and distribution
of all such Registrable Securities as are specified in such request,
together with all of the Registrable Securities of any Holder or Holders
joining in such request as are specified in a written request received
by the
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Company within twenty (20) days after such written notice from the Company is
mailed or delivered.
The Company shall not be obligated to effect, or to take any action to
effect, any such registration pursuant to this Section 1.2:
(A) In any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting
such registration, qualification, or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be
required by the Securities Act;
(B) After the Company has initiated two such registrations
pursuant to this Section 1.2(a) (counting for these purposes only
registrations which have been declared or ordered effective and pursuant
to which securities have been sold and registrations which have been
withdrawn by the Holders as to which the Holders have not elected to
bear the Registration Expenses pursuant to Section 1.4 hereof and would,
absent such election, have been required to bear such expenses);
(C) During the period starting with the date sixty (60) days
prior to the Company's good faith estimate of the date of filing of, and
ending on a date one hundred eighty (180) days after the effective date
of, a Company-initiated registration; provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective, and provided that the
Company may only invoke this subsection (C) once;
(D) If the Initiating Holders propose to dispose of shares of
Registrable Securities which may be immediately registered on Form S-3
pursuant to a request made under Section 1.5 hereof;
(E) If the Initiating Holders do not request that such offering
be underwritten by underwriters selected by the Initiating Holders
(subject to the consent of the Company, which consent will not be
unreasonably withheld on a firm commitment basis); or
(F) If the Company and the Initiating Holders are unable to
obtain the commitment of the underwriter described in clause (E) above
to firmly underwrite the offer.
(b) Subject to the foregoing clauses (A) through (F), the Company shall
file a registration statement covering the Registrable Securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Initiating Holders; provided, however, that if (i) in the good faith
judgment of the Board of Directors of the Company, such registration would be
seriously detrimental to the Company and the Board of Directors of the Company
concludes, as a result, that it is essential to defer the filing of such
registration statement at such time, and (ii) the Company shall furnish to such
Holders a certificate signed by the President of the Company stating that in the
good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company for such registration statement to be filed
in the near future and that it is, therefore, essential to defer the filing of
such registration statement, then the Company shall have the right to defer such
filing for the period during which such
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disclosure would be seriously detrimental, provided that (except as provided in
clause (C) above) the Company may not defer the filing for a period of more than
one hundred eighty (180) days after receipt of the request of the Initiating
Holders, and, provided further, that the Company shall not defer its obligation
in this manner more than once.
The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 1.13 hereof,
include other securities of the Company, with respect to which registration
rights have been granted, and may include securities of the Company being sold
for the account of the Company.
(c) Underwriting. The right of any Holder to registration pursuant to
Section 1.2 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting (unless otherwise mutually agreed by a majority in interest of the
Initiating Holders and such Holder with respect to such participation and
inclusion) to the extent provided herein. A Holder may elect to include in such
underwriting all or a part of the Registrable Securities he holds.
(d) Procedures. If the Company shall request inclusion in any
registration pursuant to Section 1.2 of securities being sold for its own
account, or if other persons shall request inclusion in any registration
pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders,
offer to include such securities in the underwriting and may condition such
offer on their acceptance of the further applicable provisions of this Section 1
(including Section 1.12). The Company shall (together with all Holders and other
persons proposing to distribute their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected for such underwriting by a majority
in interest of the Initiating Holders, which underwriters are reasonably
acceptable to the Company. Notwithstanding any other provision of this Section
1.2, if the representative of the underwriters advises the Initiating Holders in
writing that marketing factors require a limitation on the number of shares to
be underwritten, the number of shares to be included in the underwriting or
registration shall be allocated as set forth in Section 1.13 hereof. If a person
who has requested inclusion in such registration as provided above does not
agree to the terms of any such underwriting, such person shall be excluded
therefrom by written notice from the Company, the underwriter or the Initiating
Holders. The securities so excluded shall also be withdrawn from registration.
If shares are so withdrawn from the registration and if the number of shares to
be included in such registration was previously reduced as a result of marketing
factors pursuant to this Section 1.2(d), then the Company shall offer to all
Holders who have retained rights to include securities in the registration the
right to include additional securities in the registration in an aggregate
amount equal to the number of shares so withdrawn, with such shares to be
allocated among such Holders requesting additional inclusion in accordance with
Section 1.13, provided, however, that the number of shares of Registrable
Securities to be included in such underwriting and registration will not be
reduced unless all other securities of Company (not including securities to be
issued as part of the offering) are first entirely excluded from the
underwriting and registration, and provided further, that in no event will the
number of Registrable Securities to be included in any such registration be
reduced below 30% of the shares included in the registration. Any Registrable
Securities excluded and withdrawn from such underwriting will be withdrawn from
the registration.
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1.3 Company Registration.
(a) If the Company shall determine to register any of its securities
either for its own account or the account of a security holder or holders
exercising their respective demand registration rights (other than pursuant to
Section 1.2 or 1.5 hereof), other than a registration relating solely to
employee benefit plans, or a registration relating solely to a Rule 145
transaction, or a registration on any registration form that does not permit
secondary sales, the Company will:
(i) promptly give to each Holder written notice thereof, but in
no event less than 30 days prior to the filing of any registration
statement; and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), except as set forth in Section
1.3(b) below, and in any underwriting involved therein, all the
Registrable Securities specified in a written request or requests made
by any Holder and received by the Company within twenty (20) days after
the written notice from the Company described in clause (i) above is
mailed or delivered by the Company. Such written request may specify all
or a part of a Holder's Registrable Securities.
(b) Underwriting. If the registration of which the Company gives notice
is for a registered public offering involving an underwriting, the Company shall
so advise the Holders as a part of the written notice given pursuant to Section
1.3(a)(i). In such event, the right of any Holder to registration pursuant to
this Section 1.3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and
the other holders of securities of the Company with registration rights to
participate therein distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected by the Company.
Notwithstanding any other provision of this Agreement, if the managing
underwriter determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including Registrable Securities) from the
registration and the underwriting, and the number of shares that may be included
in the registration and the underwriting will be allocated first, to Company,
and second, to each of the Holders requesting inclusion of their Registrable
Securities in such registration statement on a pro rata basis based on the total
number of Registrable Securities then held by each such Holder provided,
however, that the right of the underwriters to exclude shares (including
Registrable Securities) from the registration and underwriting as described
above will be restricted so that the number of Registrable Securities included
in any such registration is not reduced below 20% of the shares included in the
registration. Notwithstanding the foregoing, if the registration is the first
Company-initiated registered offering of the Company's securities to the general
public, the Company may limit, to the extent so advised by the underwriters, on
a pro rata basis according to the number of securities each shareholder
(including the Holders) has requested for registration, the amount of securities
(including Registrable Securities) to be included in the registration by the
Company's shareholders (including the Holders), or may
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exclude, to the extent so advised by the underwriters, such underwritten
securities entirely from such registration.
If shares are so withdrawn from the registration and if the number of
shares of Registrable Securities to be included in such registration was
previously reduced as a result of marketing factors, the Company shall then
offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among the persons requesting additional inclusion in accordance
with Section 1.13 hereof.
1.4 Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Sections 1.3 and 1.5 hereof, and the first two registrations pursuant to Section
1.2 hereof, and reasonable fees and disbursements of one counsel for the selling
Holders in the case of registrations pursuant to Sections 1.2, 1.3 and 1.5 shall
be borne by the Company; provided, however, that if the Holders bear the
Registration Expenses for any registration begun pursuant to Section 1.2 and
subsequently withdrawn by the Holders registering shares therein, such
registration proceeding shall not be counted as a requested registration
pursuant to Section 1.2 hereof, except in the event that such withdrawal is
based upon material adverse information relating to the Company that is
different from the information known or available (upon request from the Company
or otherwise) to the Holders requesting registration at the time of their
request for registration under Section 1.2, in which event such registration
shall not be treated as a counted registration for purposes of Section 1.2
hereof, even though the Holders do not elect to bear the Registration Expenses
for such registration. All Selling Expenses relating to securities so registered
shall be borne by the holders of such securities pro rata on the basis of the
number of shares of securities so registered on their behalf.
1.5 Registration on Form S-3.
(a) After its initial public offering, the Company shall use its best
efforts to qualify for registration on Form S-3 or any comparable or successor
form or forms. After the Company has qualified for the use of Form S-3, in
addition to the rights contained in the foregoing provisions of this Section 1,
the Holders of Registrable Securities shall have the right to request
registrations on Form S-3 (such requests shall be in writing and shall state the
number of shares of Registrable Securities to be disposed of and the intended
methods of disposition of such shares by such Holder or Holders), provided,
however, that the Company shall not be obligated to effect any such registration
if (i) the Holders, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) on Form S-3 at an aggregate price
to the public of less than $500,000, or (ii) in the event that the Company shall
furnish the certification described in paragraph 1.2(b)(ii) (but subject to the
limitations set forth therein) or (iii) in a given twelve (12) month period,
after the Company has effected two (2) such registrations in any such period.
(b) If a request complying with the requirements of Section 1.5(a)
hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and
(ii) and Section 1.2(b) hereof shall apply to such registration. If the
registration is for an underwritten offering, the provisions of
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Sections 1.2(c) and 1.2(d) hereof shall apply to such registration. Any
registration on Form S-3 will not be deemed to be a Requested Registration under
Section 1.2.
1.6 Registration Procedures. In the case of each registration effected
by the Company pursuant to Section 1, the Company will keep each Holder advised
in writing as to the initiation of each registration and as to the completion
thereof. At its expense, the Company will use its best efforts to:
(a) Keep such registration effective for a period of one hundred twenty
(120) days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that (i) such one hundred twenty (120) day period
shall be extended for a period of time equal to the period the Holder refrains
from selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Company; and (ii) the
case of any registration of Registrable Securities on Form S-3 which are
intended to be offered on a continuous or delayed basis, such one hundred twenty
(120) day period shall be extended, if necessary, to keep the registration
statement effective until all such Registrable Securities are sold, provided
that Rule 415 as promulgated by the Commission under the Securities Act, or any
successor rule under the Securities Act, permits an offering on a continuous or
delayed basis, and provided further that applicable rules under the Securities
Act governing the obligation to file a post-effective amendment permit, in lieu
of filing a post-effective amendment that (A) includes any prospectus required
by section 10(a)(3) of the Securities Act or (B) reflects facts or events
representing a material or fundamental change in the information set forth in
the registration statement, the incorporation by reference of information
required to be included in (A) and (B) above to be contained in periodic reports
filed pursuant to section 13 or 15(d) of the Exchange Act in the registration
statement;
(b) Prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;
(c) Furnish such number of prospectuses and other documents incident
thereto, including any amendment of or supplement to the prospectus, as a Holder
from time to time may reasonably request;
(d) Notify each seller of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made, and at the request of any such seller, prepare and furnish to such
seller a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances under which it was made;
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(e) Cause all such Registrable Securities registered pursuant hereunder
to be listed or quoted on each securities exchange or automated dealer quotation
system on which similar securities issued by the Company are then listed or
quoted;
(f) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration;
(g) In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Section 1.2 hereof, the Company will
enter into an underwriting agreement reasonably necessary to effect the offer
and sale of Registrable Securities, provided such underwriting agreement
contains customary underwriting provisions and provided further that if the
underwriter so requests the underwriting agreement will contain customary
contribution provisions.
(h) Register and qualify securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdiction as
shall reasonably be requested by the Holders, however, the Company shall not be
obligated to register and qualify securities in any particular jurisdiction in
which the Company would be required to execute a general consent to service of
process in effecting such registration, qualification, or compliance, unless the
Company is already subject to service in such jurisdiction and except as may be
required by the Securities Act.
1.7 Indemnification.
(a) The Company will indemnify each Holder, each of its officers,
directors and partners, legal counsel, and accountants and each person
controlling such Holder within the meaning of section 15 of the Securities Act
or section 20 of the Exchange Act, with respect to which registration,
qualification, or compliance has been effected pursuant to this Section 1, and
each underwriter, if any, and each person who controls within the meaning of
section 15 of the Securities Act or section 20 of the Exchange Act, any
underwriter, against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any registration statement, prospectus, offering circular, or other
document (including any related registration statement, notification, or the
like) incident to any such registration, qualification, or compliance, or based
on any 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 any violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification, or
compliance, and will reimburse each such Holder, each of its officers,
directors, partners, legal counsel, and accountants and each person controlling
such Holder, each such underwriter, and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss,
damage, liability, or action, provided that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability, or
expense arises out of or is based on any untrue statement or omission made in
conformity with written information furnished to the Company by such Holder or
underwriter
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and stated to be specifically for use therein. It is agreed that the indemnity
agreement contained in this Section 1.7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent has not
been unreasonably withheld).
(b) Each Holder will, if Registrable Securities held by him are included
in the securities as to which such registration, qualification, or compliance is
being effected, indemnify the Company, each of its directors, officers,
partners, legal counsel, and accountants and each underwriter, if any, of the
Company's securities covered by such a registration statement, each person who
controls the Company or such underwriter within the meaning of section 15 of the
Securities Act (or section 20 of the Exchange Act), each other such Holder and
Other Shareholder, and each of their officers, directors, and partners, and each
person controlling such Holder or Other Shareholder, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular, or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and such Holders, Other
Shareholders, directors, officers, partners, legal counsel, and accountants,
persons, underwriters, or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular, or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and
stated to be specifically for use therein provided, however, that the
obligations of such Holder hereunder shall not apply to amounts paid in
settlement of any such claims, losses, damages, or liabilities (or actions in
respect thereof) if such settlement is effected without the consent of such
Holder (which consent shall not be unreasonably withheld), provided, that in no
event shall any indemnity under this Subsection 1.7(b) exceed the net proceeds
from the offering received by such Holder, except in the case of willful fraud
by such Holder.
(c) Each party entitled to indemnification under this Section 1.7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1, to the extent such
failure is not prejudicial. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation. Each Indemnified Party shall furnish such information
regarding itself or the claim in
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question as an Indemnifying Party may reasonably request in writing and as shall
be reasonably required in connection with defense of such claim and litigation
resulting therefrom.
(d) If the indemnification provided for in this Section 1.7 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage, or expense 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 that resulted in such loss, liability, claim,
damage, or expense 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 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.
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.
(f) The obligations of the Company and the Holders under this Section
1.7 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.
1.8 Information by Holder. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 1.
1.9 Limitations on Registration of Issues of Securities. From and after
the date of this Agreement, the Company shall not, without the prior written
consent of a majority in interest of the Holders, enter into any agreement with
any holder or prospective holder of any securities of the Company giving such
holder or prospective holder any registration rights the terms of which are more
favorable than the registration rights granted to the Holders hereunder
(including demand registration rights which may be requested by such holder or
prospective holder prior to the time that the Holders may request registration
under Section 1.2 hereof).
1.10 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to
use its best efforts to:
(a) Make and keep public information regarding the Company available as
those terms are understood and defined in Rule 144 under the Securities Act, at
all times from and after
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ninety (90) days following the effective date of the first registration under
the Securities Act filed by the Company for an offering of its securities to the
general public;
(b) File with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
at any time after it has become subject to such reporting requirements;
(c) So long as a Holder owns any Restricted Securities, furnish to the
Holder forthwith upon written request a written statement by the Company as to
its compliance with the reporting requirements of Rule 144 (at any time from and
after ninety (90) days following the effective date of the first registration
statement filed by the Company for an offering of its securities to the general
public), and of the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
so filed as a Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing a Holder to sell any such securities
without registration.
1.11 Transfer or Assignment of Registration Rights. The rights to cause
the Company to register securities granted to a Holder by the Company under this
Section 1 may be transferred or assigned by a Holder only to (i) an affiliate
(as defined in the Securities Act) of such Holder or (ii) a transferee or
assignee of not less than 80,000 shares of Registrable Securities (as presently
constituted and subject to subsequent adjustments for stock splits, stock
dividends, reverse stock splits, and the like), provided that the Company is
given written notice at the time of or within a reasonable time after such
transfer or assignment, stating the name and address of the transferee or
assignee and identifying the securities with respect to which such registration
rights are being transferred or assigned in accordance with the requirements of
Section 3, and, provided further, that the transferee or assignee of such rights
assumes the obligations of such Holder under this Agreement.
1.12 "Market Stand-Off" Agreement. If requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, a Holder shall
not sell or otherwise transfer or dispose of any Common Stock (or other
securities) of the Company held by such Holder (other than those included in the
registration) during the one hundred eighty (180) day period following the
effective date of a registration statement if it is the first such registration
statement of the Company, and ninety (90) days in any subsequent offering,
provided that the Company uses its best efforts to have all of the Company's
officers, directors and employees then holding Company Stock enter into similar
agreements.
The obligations described in this Section 1.12 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares (or securities) subject to
the foregoing restriction until the end of such one hundred eighty (180) day (or
ninety (90) day) period.
1.13 Allocation of Registration Opportunities. In any circumstance in
which all of the Registrable Securities and other shares of Common Stock of the
Company (including shares of
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<PAGE> 13
Common Stock issued conform with inserts so Registrable Securities have priority
in registration over other shares or issuable upon conversion of shares of any
currently unissued series of Preferred Stock of the Company) with registration
rights (the "Other Shares") requested to be included in a registration on behalf
of the Holders or other selling shareholders cannot be so included as a result
of limitations of the aggregate number of shares of Registrable Securities and
Other Shares that may be so included, the number of shares of Registrable
Securities and Other Shares that may be so included shall be allocated among the
Holders and other selling shareholders requesting inclusion of shares pro rata
on the basis of the number of shares of Registrable Securities and Other Shares
that would be held by such Holders and other selling shareholders, assuming
conversion; provided, however, so that such allocation shall not operate to
reduce the aggregate number of Registrable Securities and Other Shares to be
included in such registration, if any Holder or other selling shareholder does
not request inclusion of the maximum number of shares of Registrable Securities
and Other Shares allocated to him pursuant to the above-described procedure, the
remaining portion of his allocation shall be reallocated among those requesting
Holders and other selling shareholders whose allocations did not satisfy their
requests pro rata on the basis of the number of shares of Registrable Securities
and Other Shares which would be held by such Holders and other selling
shareholders, assuming conversion, and this procedure shall be repeated until
all of the shares of Registrable Securities and Other Shares which may be
included in the registration on behalf of the Holders and other selling
shareholders have been so allocated. The Company shall not limit the number of
Registrable Securities to be included in a registration pursuant to this
Agreement in order to include shares held by shareholders with no registration
rights or to include founder's stock or any other shares of stock issued to
employees, officers, directors, or consultants pursuant to Company's 1998 Stock
Plan, or with respect to registrations under Section 1.5 or 1.8 hereof, in order
to include in such registration securities registered for the Company's own
account.
1.14 Delay of Registration. No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Section 1.
1.15 Termination of Registration Rights. The right of any Holder to
request registration or inclusion in any registration pursuant to Section 1.2,
1.3 or 1.5 shall terminate on the closing of the first Company-initiated
registered public offering of Common Stock of the Company, provided that all
shares of Registrable Securities held or entitled to be held upon conversion by
such Holder may immediately be sold under Rule 144 during the following ninety
(90) day period, or on such date after the closing of the first
Company-initiated registered public offering of Common Stock of the Company as
all shares of Registrable Securities held or entitled to be held upon conversion
by such Holder may immediately be sold under Rule 144 during any ninety (90) day
period; provided, however, that the provisions of this Section 1.15 shall not
apply to any Holder who owns more than two percent (2%) of the Company's
outstanding stock until the earlier of (x) such time as such Holder owns less
than two percent (2%) of the outstanding stock of the Company, or (y) the
expiration of two (2) years after the closing of the first registered public
offering of Common Stock of the Company.
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<PAGE> 14
SECTION 2
Covenants of the Company
The Company hereby covenants and agrees, so long as any Holder owns any
Registrable Securities, as follows:
2.1 Basic Financial Information. The Company will furnish the following
reports to each Holder:
(a) As soon as practicable after the end of each fiscal year of the
Company, and in any event within ninety (90) days thereafter, a consolidated
balance sheet of the Company and its subsidiaries, if any, as at the end of such
fiscal year, and consolidated statements of income and cash flows of the Company
and its subsidiaries, if any, for such year, prepared and audited by a
nationally recognized accounting firm in accordance with generally accepted
accounting principles consistently applied and setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail.
(b) As soon as practicable after the end of each quarterly accounting
period in each fiscal year of the Company, and in any event within forty-five
(45) days thereafter, a consolidated balance sheet of the Company and its
subsidiaries, if any, as of the end of each such quarterly period, and
consolidated statements of income and cash flows of the Company and its
subsidiaries for such period and for the current fiscal year to date, prepared
in accordance with generally accepted accounting principles consistently applied
and setting forth in comparative form the figures for the corresponding periods
of the previous fiscal year and to the Company's operating plan then in effect
and approved by its Board of Directors, subject to changes resulting from normal
year-end audit adjustments, all in reasonable detail and certified by the
principal financial or accounting officer of the Company, except that such
financial statements need not contain the notes required by generally accepted
accounting principles.
(c) As soon as practicable before the beginning of the Company's fiscal
year, and in any event at least thirty (30) days before the beginning of the
Company's fiscal year, an annual budget and operating plan.
(d) From the date the Company becomes subject to the reporting
requirements of the Exchange Act (which shall include any successor federal
statute), and in lieu of the financial information required pursuant to Sections
2.1(a) and (b), copies of its annual reports on Form 10-K and its quarterly
reports on Form 10-Q, respectively.
2.2 Right of Participation. The Company hereby grants to each Holder who
owns any Shares or any shares of Common Stock issued upon conversion of the
Shares the right of participation to purchase a pro rata share of New Securities
(as defined below) which the Company may, from time to time, propose to sell and
issue. A Holder's pro rata share, for purposes of this right of participation,
is the ratio of the number of shares of Common Stock owned by such Holder
immediately prior to the issuance of New Securities, assuming full conversion of
the Shares and exercise of any option or warrant held by such Holder which is
exercisable at such time, to the total number of shares of Common Stock
outstanding
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<PAGE> 15
immediately prior to the issuance of New Securities, assuming full conversion of
the Shares and exercise of all outstanding rights, options and warrants to
acquire Common Stock of the Company. Each Holder shall have a right of
over-allotment such that if any Holder fails to exercise its right hereunder to
purchase its pro rata share of New Securities, the other Holders may purchase
the non-purchasing Holder's portion on a pro rata basis within ten (10) days
from the date such non-purchasing Holder fails to exercise its right hereunder
to purchase its pro rata share of New Securities. This right of participation
shall be subject to the following provisions:
(a) "New Securities" shall mean any capital stock (including Common
Stock and/or Preferred Stock) of the Company whether now authorized or not, and
rights, options or warrants to purchase such capital stock, and securities of
any type whatsoever that are, or may become, convertible into capital stock;
provided that the term "New Securities" does not (i) securities issued upon
conversion of the Shares; (ii) securities issued pursuant to the acquisition of
another business entity or business segment of any such entity by the Company by
merger, purchase of substantially all the assets or other reorganization whereby
the Company will own more than fifty percent (50%) of the voting power of such
business entity or business segment of any such entity; (iii) any borrowings,
direct or indirect, from financial institutions or other persons by the Company,
whether or not presently authorized, including any type of loan or payment
evidenced by any type of debt instrument, provided such borrowings do not have
any equity features including warrants, options or other rights to purchase
capital stock and are not convertible into capital stock of the Company; (iv)
securities issued to employees, consultants, officers or directors of the
Company pursuant to any stock option, stock purchase or stock bonus plan,
agreement or arrangement approved by the Board of Directors, provided such
securities do not exceed 10,400,000; (v) securities issued to vendors or
customers or to other persons in similar commercial situations with the Company
or securities issued in connection with obtaining financing, whether issued to a
lender, lessor, guarantor or other person if such issuance is approved by the
Board of Directors; provided that in any twelve (12) month period the number of
shares issued under Section 2.2(a)(v) do not exceed one percent (1%) of the then
outstanding shares of Common Stock; (vi) securities issued in a public offering
pursuant to a registration under the Securities Act with an aggregate offering
price to the public of at least $20,000,000 at a public offering price of at
least $12.50 per share; (vii) securities issued in connection with any stock
split, stock dividend or recapitalization of the Company; (viii) securities
issued to strategic investors involving technology transfers or similar items
critical to expansion and improvement of the Company's business; and (ix) any
right, option or warrant to acquire any security convertible into the securities
excluded from the definition of New Securities pursuant to subsections (i)
through (viii) above. For purposes of subsection (v), the number of shares of
Common Stock outstanding shall be calculated as if all shares of the Preferred
Stock of the Company and all securities convertible into Common Stock of the
Company ("Convertible Securities") had been fully converted into shares of
Common Stock immediately prior to such calculation, any outstanding warrants,
outstanding options and any remaining options under the corporation's stock
option plan or other rights for the purchase of shares of stock or Convertible
Securities had been fully exercised immediately prior to such calculation and
any remaining options under the corporation's stock option plan had been issued
(and the resulting securities fully converted into shares of Common Stock, if so
convertible in each case) as of such date.
(b) In the event the Company proposes to undertake an issuance of New
Securities, it shall give each Holder written notice of its intention,
describing the type of New Securities, and
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<PAGE> 16
their price and the general terms upon which the Company proposes to issue the
same. Each Holder shall have twenty (20) days after the date of any such notice
to elect to purchase such Holder's pro rata share of such New Securities for the
price and upon the terms specified in the notice by giving written notice to the
Company and stating therein the quantity of New Securities to be purchased.
(c) In the event the Holders fail to exercise fully the right of
participation within such twenty (20) day period and after the expiration of the
ten (10) day period for the exercise of the over-allotment provisions of this
Section 2.2, the Company shall have ninety (90) days thereafter to sell or enter
into an agreement (pursuant to which the sale of New Securities covered thereby
shall be closed, if at all, within ninety (90) days from the date of such
agreement) to sell the New Securities respecting which the Holders' right of
participation option set forth in this Section 2.2 was not exercised, at a price
and upon terms no more favorable to the purchasers thereof than specified in the
Company's notice to Holders pursuant to Section 2.2(b). In the event the Company
has not sold within such ninety (90) day period or entered into an agreement to
sell the New Securities in accordance with the foregoing within ninety (90) days
from the date of such agreement, the Company shall not thereafter issue or sell
any New Securities, without first again offering such securities to the Holders
in the manner provided in Section 2.2(b) above.
(d) The right of participation granted under this Agreement shall expire
upon, and shall not be applicable to, the first sale of Common Stock of the
Company to the public effected pursuant to a registration statement filed with,
and declared effective by, the Commission under the Securities Act, with
proceeds of more than $20,000,000 and at a public offering price of at least
$12.50 per share.
(e) The right of participation set forth in this Section 2.2 may not be
assigned or transferred, except that (i) such right is assignable by each Holder
to any wholly owned subsidiary or parent of, or to any corporation or entity
that is, within the meaning of the Securities Act an affiliate of and/or
controlling, controlled by or under common control with, any such Holder, and
(ii) such right is assignable between and among any of the Holders, and (iii) to
any transferee of at least 80,000 shares.
2.3 Termination of Covenants. The covenants set forth in this Section 2
shall terminate and be of no further force and effect after the time of
effectiveness of the Company's first firm commitment underwritten public
offering registered under the Securities Act, with proceeds of more than
$20,000,000 and at a public offering price of at least $12.50 per share.
2.4 Person Insurance. Following the Closing, the Company will seek to
obtain reasonable key person life insurance policies on the lives of Subrah S.
Iyar and Min Zhu, the proceeds of which will be payable to Company.
2.5 Directors and Officers Liability Insurance. Promptly following the
Closing, Company will seek to procure an appropriate Directors and Officers
Liability insurance policy covering the directors and officers of Company in the
amount of at least $1,000,000, so long as in the opinion of the Board of
Directors the premiums are reasonable. Company will seek to increase the
coverage amount under such policy to at least $5,000,000 immediately prior to
the
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<PAGE> 17
closing of an underwritten public offering for the sale of Company's Common
Stock, so long as in the opinion of the Board of Directors the premiums are
reasonable.
SECTION 3
Stock Transfers
3.1 Standstill Provisions. Without the prior written consent of the
Board of Directors, neither Vanenburg Ventures nor any of their affiliates may
acquire more than 15% of the Company's voting securities. If any such holder
holds more than 15% of the Company's voting securities, then any additional
acquisitions of the Company's voting securities by such holder requires the
prior written consent of the Board of Directors.
3.2 Permitted Transfers. In addition to the transfer of Shares as
described in the Series D Preferred Stock Purchase Agreement, a Holder may
transfer (i) a minimum of 80,000 of its Shares and/or shares of Common Stock of
the Company (as adjusted for any stock splits, stock dividends, reverse stock
splits, and the like), (ii) all of its shares if such Holder holds fewer than
80,000, or (iii) any of its shares to an affiliate (as defined in the Securities
Act) subject to Section 1.11 and applicable securities laws.
3.3 Right of First Refusal. The Company, is hereby granted the primary
right of first refusal (the "Primary First Refusal Right") and the Founders and
the Holders are granted the secondary right of first refusal (the "Secondary
First Refusal Right"), exercisable in connection with any proposed sale or other
transfer of Common Stock only (the "Target Shares") held by a Holder or his
assigns and a Founder (the "Selling Shareholder"). For purposes of this Section,
the term "transfer" shall include any assignment, pledge, encumbrance or other
disposition for value of the Target Shares intended to be made by the Selling
Shareholder, but shall not include any of the permitted transfers under Section
3.2.
3.4 Notice of Intended Disposition. In the event a Selling Shareholder
desires to accept a bona fide third-party offer for any Target Shares, the
Selling Shareholder shall promptly (a) deliver to the Secretary of the Company a
written notice (the "Disposition Notice") of the offer and the basic terms and
conditions thereof, including the proposed purchase price and the identity of
the third-party offeror, and (b) provide satisfactory proof that the disposition
of the Target Shares to the third-party offeror would not contravene applicable
securities laws.
3.5 Exercise of Right of First Refusal. The Company (or its assignees)
shall, for a period of twenty (20) days following receipt of the Disposition
Notice, have the right to purchase any or all of the Target Shares specified in
the Disposition Notice upon substantially the same terms and conditions
specified therein. Such right shall be exercisable by written notice (the
"Exercise Notice") delivered to the Selling Shareholder prior to the expiration
of the twenty (20) day exercise period. If such right is exercised with respect
to all or some of the Target Shares specified in the Disposition Notice, then
the Company (or its assignees) shall effect the purchase of such Target Shares,
including payment of the purchase price, not more than ten (10) business days
after delivery of the Exercise Notice; and at such time the Selling Shareholder
shall deliver to the Company the certificates representing the Target Shares to
be purchased, properly
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<PAGE> 18
endorsed for transfer. The Target Shares so purchased shall thereupon be
canceled and cease to be issued and outstanding shares of the Company's Common
Stock.
Should the purchase price specified in the Disposition Notice be payable in
property other than cash or evidences of indebtedness, the Company (or its
assignees) shall have the right to pay the purchase price in the form of cash
equal in amount to the value of such property. If the Selling Shareholder and
the Company (or its assignees) cannot agree on such cash value within ten (10)
days after the Company's receipt of the Disposition Notice, the valuation shall
be made by an appraiser of recognized standing selected by the Selling
Shareholder and the Company (or its assignees), or, if they cannot agree on an
appraiser within twenty (20) days after the Company's receipt of the Disposition
Notice, each shall select an appraiser of recognized standing and the two
appraisers shall designate a third appraiser of recognized standing, whose
appraisal shall be determinative of such value. The cost of such appraisal shall
be shared equally by the Selling Shareholder and the Company. The closing shall
then be held on the latter of (a) the fifth business day following delivery of
the Exercise Notice or (b) the 15th day after such cash valuation shall have
been made.
3.6 Partial or Non-Exercise of the Primary Right of First Refusal. In
the event the Company does not deliver the Exercise Notice to the Selling
Shareholder within twenty (20) days following the date of the Company's receipt
of the Disposition Notice, or in the event the Company delivers an Exercise
Notice for a portion, but not all of the Target Shares, then the Selling
Shareholder shall promptly deliver a second Disposition Notice to the Founders
and the Holders (the "Remaining Shareholders"), at the addresses listed on
Schedule A hereto, describing the Target Shares remaining for sale along with
the basic terms and conditions thereof, including the proposed purchase price
and the identity of the third-party offeror. The Remaining Shareholders may
purchase their pro rata share of the remaining Target Shares pursuant to the
same procedures described in Section 3.5. A Remaining Shareholders' pro rata
share, for purposes of this Secondary Right of First Refusal, is the ratio of
the number of shares of Common Stock owned by such Remaining Shareholder at the
date of the second Disposition Notice, assuming full conversion of the Shares
and exercise of any option or warrant held by such Remaining Shareholder which
is exercisable at such time, to the total number of shares of Common Stock owned
by all Remaining Shareholders at the date of the second Disposition Notice,
assuming full conversion of the Shares and exercise of any option or warrant
held by any Remaining Shareholder which is exercisable at such time. Each
Remaining Shareholder shall have a right of over-allotment such that if any
Remaining Shareholder fails to exercise its right hereunder to purchase its pro
rata share of the Target Shares, the other Remaining Shareholders may purchase
the non-purchasing Remaining Shareholders' portion on a pro rata basis within
ten (10) days from the date such non-purchasing Holder fails to exercise its
right hereunder to purchase its pro rata share of the Target Shares.
3.7 Partial or Non-Exercise of the Secondary Right of First Refusal. In
the event the Remaining Shareholders do not deliver any Exercise Notices to the
Selling Shareholder within twenty (20) days following the date of their receipt
of the second Disposition Notice, or in the event the Remaining Shareholders
deliver Exercise Notices for a portion, but not all of the Target Shares, and
the remainder of the Target Shares are not purchased pursuant to the right of
over-allotment provided for in Section 3.6, then the Selling Shareholder shall
have a period of sixty (60) days thereafter, in which to sell or otherwise
dispose of the Target Shares upon terms and
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<PAGE> 19
conditions (including the purchase price) no more favorable than those specified
in the Disposition Notices to the third-party offeror identified in the second
Disposition Notice; provided that any such sale or disposition must comply with
applicable state and federal securities laws and Section 1.11 of this Agreement.
If the Selling Shareholder does not sell or otherwise dispose of the Target
Shares within the specified sixty (60) day period, the First Refusal Right shall
continue to apply to any subsequent disposition of the Target Shares by the
Selling Shareholder until such right lapses in accordance with Section 3.8.
3.8 Lapse. The First Refusal Right under this Section 3 shall lapse and
cease to have effect upon the closing of a firm commitment underwritten public
offering pursuant to a registration under the Securities Act with an aggregate
offering price to the public of at least $20,000,000 at a public offering price
of at least $12.50 per share.
3.9 Legend. All certificates representing Shares or Common Stock subject
to the Right of First Refusal shall be endorsed with the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN
COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND
THE INITIAL HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN
RESTRICTIONS ON TRANSFER OF THE SECURITIES, INCLUDING RIGHTS OF FIRST
REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SECURITIES. THE SECRETARY OF
THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT
TO THE HOLDER HEREOF WITHOUT CHARGE."
SECTION 4
Miscellaneous
4.1 Governing law. This Agreement shall be governed in all respects by
the laws of the State of California, as if entered into by and between
California residents exclusively for performance entirely within California.
4.2 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
4.3 Entire Agreement; Amendment; Waiver. This Agreement (including the
Exhibits hereto) constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof. Neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated,
except by a written instrument signed by the Company and the holders of a
majority of the Preferred shares (on an as converted basis) not resold to the
public and any such amendment, waiver, discharge or termination shall be binding
on all the Holders, but in no event shall the obligation of any Holder hereunder
be materially increased, except upon the written consent of such Holder.
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<PAGE> 20
4.4 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by United States
first-class mail, postage prepaid, or delivered personally by hand or nationally
recognized courier addressed (a) if to a Holder, as indicated on the list of
Holders attached hereto as Schedule A, or at such other address as such holder
or permitted assignee shall have furnished to the Company in writing, or (b) if
to the Company, at WebEx, Inc., 110 Rose Orchard Way, San Jose, CA 95134, or at
such other address as the Company shall have furnished to each holder in
writing. All such notices and other written communications shall be effective
(i) if mailed, five (5) days after mailing and (ii) if delivered, upon delivery.
4.5 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any Holder, upon any breach or default of the
Company under this Agreement shall impair any such right, power or remedy of
such Holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default therefore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any Holder of any breach or default under this Agreement or any
waiver on the part of any Holder of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any Holder, shall be cumulative and
not alternative.
4.6 Rights; Separability. Unless otherwise expressly provided herein, a
Holder's rights hereunder are several rights, not rights jointly held with any
of the other Holders. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
4.7 Information Confidential. Each Holder acknowledges that the
information received by them pursuant hereto may be confidential and for its use
only, and it will not use such confidential information in violation of the
Exchange Act or reproduce, disclose or disseminate such information to any other
person (other than its employees or agents having a need to know the contents of
such information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless the Company has made such information
available to the public generally or such Holder is required to disclose such
information by a governmental body.
4.8 Titles and Subtitles. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
4.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
4.10 Subsequent Closings. In the event that the Company shall conduct
subsequent sales of Series D Preferred Stock, any holder of such shares of
Series D Preferred Stock shall be deemed an Investor with all of the rights of
an Investor under this Agreement; provided that as a
-20-
<PAGE> 21
condition thereto such Investor and the Company shall sign a counterpart
signature page to this Agreement.
4.11 Assignment. The Investor's rights hereunder, and the rights of any
of the Investors permitted assigns, may only be assigned to a party who acquires
an aggregate at least 80,000 shares of Preferred Stock - or such lesser amount
if it represents the Investor's entire holdings; provided, however, that no
party may be assigned any of the foregoing rights unless Company is given
written notice by the assigning party at the time of such assignment stating the
name and address of the assignee and identifying the securities of Company as to
which the rights in question are being assigned; and provided further that any
such assignee will receive such assigned rights subject to all the terms and
conditions of this Agreement, including without limitation the provisions of
this Section 4. Assignment of the Investor's right hereunder to an affiliate (as
defined in the Securities Act) a partner, retired partner, spouse, lineal
descendent, ancestor or shareholder of any Investor will be without restriction
as to minimum shareholdings.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
-21-
<PAGE> 22
IN WITNESS WHEREOF, the parties hereto have executed this Investors'
Rights Agreement effective as of the day and year first above written.
WEBEX, INC.
By /s/ Subrah S. Iyar
--------------------------------------
Subrah S. Iyar
Chief Executive Officer
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 23
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Antenna Venture Partners
-------------------------------------------
Print Name of Investor
By /s/ C. Daisy Pravo
---------------------------------------
Signature
Address: 301 Howard #1440
---------------------------------
San Francisco, CA 94105
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 24
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Arno Penzias
-------------------------------------------
Print Name of Investor
By /s/ Arno Penzias
---------------------------------------
Signature
Address: ARNO PENZIAS
---------------------------------
1960 GRANT AVE., #16
---------------------------------
SAN FRANCISCO, CA 94133
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 25
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Craig Klosterman
-------------------------------------------
Print Name of Investor
By /s/ Craig Klosterman
-------------------------------------
Signature
Address: 20781 Via Corta
---------------------------------
San Jose, CA 95120
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 26
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
GEOFFREY E. BOCK
-------------------------------------------
Print Name of Investor
By /s/ Geoffrey E. Bock
-------------------------------------
Signature
Address: 181 Gibbs St.
---------------------------------
Newton, MA
---------------------------------
02454
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 27
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
GEORGE B. BOLTON
-------------------------------------------
Print Name of Investor
By /s/ George Brown Bolton
-------------------------------------
Signature
Address:
---------------------------------
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 28
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
GC DEV. CO., INC.
-------------------------------------------
Print Name of Investor
By /s/
-------------------------------------
Signature
Address: 360 NORTH CRESCENT DRIVE
---------------------------------
BEVERLY HILLS, CA 90210
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 29
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
HIKARI TSUSHIN, INC.
-------------------------------------------
Print Name of Investor
By /s/ Masabide Saito, Managing Director
-------------------------------------
Signature
Address: 23F Ohtemachi Nemura Bldg.
---------------------------------
2-1-1 Ohterrachi, Chiyoda-Ka
---------------------------------
TOKYO 100-0004 JAPAN
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 30
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
JEFFREY LIU
-------------------------------------------
Print Name of Investor
By /s/ Jeffrey Liu
-------------------------------------
Signature
Address: 924 Clayton St.
---------------------------------
SAN FRAN, CA 94117
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 31
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Larry Smarr
-------------------------------------------
Print Name of Investor
By /s/ Larry Smarr
-------------------------------------
Signature
Address: 501 W. Pennsylvania
---------------------------------
Urbana, IL 61801
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 32
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
North America Venture Fund, L.P.
-------------------------------------------
Print Name of Investor
By /s/
-------------------------------------
Signature
Address: 3945 Freedom Circle
---------------------------------
Suite 270
---------------------------------
Santa Clara, CA 95054
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 33
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Peter B. Breck
-------------------------------------------
Print Name of Investor
By /s/ Peter B. Breck
-------------------------------------
Signature
Address: PETER B. BRECK
---------------------------------
Deutsche Banc Alex. Brown
---------------------------------
101 California Street, 48th Floor
---------------------------------
San Francisco, CA 94111
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 34
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Peter S. Kastner
-------------------------------------------
Print Name of Investor
By /s/ Peter S. Kastner
-------------------------------------
Signature
Address: 8 Lincoln Circle
---------------------------------
Wellesley, MA 02481
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 35
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
PTEK Holdings, Inc.
-------------------------------------------
Print Name of Investor
By /s/
-------------------------------------
Signature
Address:
---------------------------------
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 36
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Stephen D. Hendrick
-------------------------------------------
Print Name of Investor
By /s/ Stephen D. Hendrick
-------------------------------------
Signature
Address: 7 Whistler Lane
---------------------------------
Southborough, MA 01772
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 37
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Broadview SLP
-------------------------------------------
Print Name of Investor
By /s/
-------------------------------------
Signature
Address: One Bridge Plaza
---------------------------------
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 38
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
TIBCO SOFTWARE INC.
-------------------------------------------
Print Name of Investor
By /s/ Robert P. Stefanski
-------------------------------------
Signature
ROBERT P. STEFANSKI
EXECUTIVE VICE PRESIDENT
TIBCO SOFTWARE INC.
Address: 3165 Porter Drive
---------------------------------
Palo Alto, CA 94304
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 39
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Dr. Thomas W. Kuhr
Managing Director
-------------------------------------------
Print Name of Investor
By /s/ Dr. Thomas W. Kuhr
-------------------------------------
Signature
Address: 1. T-Telematik Venture
---------------------------------
Beteiligungsgesellschatt mbH
---------------------------------
Godesberger Allee 73
---------------------------------
53175 Bonn
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 40
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Ardara Us Direct Investment Inc.
-------------------------------------------
Print Name of Investor
DUCAT LIMITED
two DIRECTORS:
By /s/
-------------------------------------
Signature
Address: 11 rue de la Corraterie
---------------------------------
1204 Geneva, Switzerland
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 41
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
FRANCIS A. DeSOUZA
-------------------------------------------
Print Name of Investor
By /s/ Francis A. DeSouza
-------------------------------------
Signature
Address: 108 2ND AVE SOUTH, #205
---------------------------------
KIRKLAND, WA 98033
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 42
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
FRANK L. WALTERS
-------------------------------------------
Print Name of Investor
By /s/ Frank L. Walters
-------------------------------------
Signature
Address: 2400 Sand Hill Rd #202
---------------------------------
Menlo Park
---------------------------------
CA 94027
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 43
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
-------------------------------------------
Print Name of Investor
By /s/ Nitin T. Mehta
-------------------------------------
Signature
Address:
---------------------------------
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 44
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
I C P, LLC
-------------------------------------------
Print Name of Investor
By /s/
-------------------------------------
Signature
Address:
---------------------------------
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 45
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
James A. Moore
-------------------------------------------
Print Name of Investor
By /s/ James A. Moore
-------------------------------------
Signature
Address: 2355 Vallejo St.
---------------------------------
SF, CA 94123
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 46
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
JAY MORRISON
-------------------------------------------
Print Name of Investor
By /s/ Jay Morrison
-------------------------------------
Signature
Address: 460 Dalewood Dr.
---------------------------------
Orinda, CA 94563
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 47
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Leo Richard Jolicoeur and Cynthia Anne
Jolicoeur, Trustees of the Jolicoeur
Family Trust, June 16, 1999
------------------------------------------
Print Name of Investor
By /s/ Leo Jolicoeur
----------------------------------------
Signature
Address: 12220 Menalto Dr.
----------------------------------
Los Altos Hills, CA 94022
----------------------------------
----------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 48
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
MARK THOMPSON
------------------------------------
Print Name of Investor
By /s/ Mark Thompson
----------------------------------
Signature
Address: One Spring Lane
----------------------------
----------------------------
Tiburon, CA 94720
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 49
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
NEA Presidents Fund, L.P.
By: NEA General Partners, L.P.
By: General Partner
----------------------------------------
Print Name of Investor
By /s/ Thomas C. McConnell
----------------------------------------
Signature
Address: 2490 Sand Hill Road
-----------------------------------
Menlo Park, CA 94025
-----------------------------------
-----------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 50
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
NEA Ventures 1999, Limited Partnership
By: Vice President
---------------------------------------
Print Name of Investor
By /s/ Susie Greathouse
---------------------------------------
Signature
Address: 2490 Sand Hill Road
----------------------------------
Menlo Park, CA 94025
----------------------------------
----------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 51
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Net2Phone, Inc.
------------------------------------
Print Name of Investor
By /s/ Kan Slasky C.F.O.
---------------------------------
Signature
Address: 171 MAIN ST
----------------------------
HACKENSACK, NJ 07601
----------------------------
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 52
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
NEW ENTERPRISE ASSOCIATES VIII, LIMITED
PARTNERSHIP
By: NEA Partners VIII, Limited Partnership
Its General Partner
------------------------------------------
Print Name of Investor
By /s/ Thomas C. McConnell
------------------------------------------
Signature
Address: 2490 Sand Hill Road
-------------------------------------
Menlo Park, CA 94025
-------------------------------------
-------------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 53
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
ORACLE CORPORATION
------------------------------------
Print Name of Investor
By /s/
----------------------------------
Signature
Address: Oracle Corporation
----------------------------
500 Oracle Parkway
----------------------------
Redwood Shores, CA 94065
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 54
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Pacven Walden Ventures IV
Associates Fund, L.P.
---------------------------------------------
Print Name of Investor
By /s/
-------------------------------------------
Signature
Director of Pacven Walden
Management Co., Ltd.
as General Partner of Pacven Walden
Management II, L.P. as General
Partner of Pacven Walden Ventures
IV Associates Fund, L.P.
Address: 750 Battery Street, Ste. 700
-------------------------------------
San Francisco, CA 94111
-------------------------------------
-------------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 55
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Pacven Walden Ventures IV, L.P.
---------------------------------------------
Print Name of Investor
By /s/
------------------------------------------
Signature
Director of Pacven Walden
Management Co., Ltd.
as General Partner of Pacven Walden
Management II, L.P. as General Partner
of Pacven Walden Ventures IV, L.P.
Address: 750 Battery Street, Ste. 700
-------------------------------------
San Francisco, CA 94111
-------------------------------------
-------------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 56
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
PHILLIP WHITE
------------------------------------
Print Name of Investor
By /s/ Phillip White
---------------------------------
Signature
Address: 95 ATHERTON AVE
----------------------------
----------------------------
ATHERTON, CA 94021
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 57
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Scott Sandell
------------------------------------
Print Name of Investor
By /s/ Scott Sandell
----------------------------------
Signature
Address: c/o NEA
----------------------------
2490 Sand Hill
----------------------------
Menlo Park, CA 94025
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 58
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
SPRINGVEST CORPORATION
------------------------------------
Print Name of Investor
By /s/ Min fu Chang
----------------------------------
Signature
MIN FU CHANG
Address: 301-1, MIN SHENG WEST ROAD
----------------------------
TAIPEI 103, TAIWAN R.O.C.
----------------------------
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 59
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
STEWART H. SONNENFELDT
------------------------------------
Print Name of Investor
By /s/ Stewart H. Sonnenfeldt
----------------------------------
Signature
Address:
----------------------------
----------------------------
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 60
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Summit (SAF) Investors IV, L.P.
------------------------------------
Print Name of Investor
By /s/
----------------------------------
Signature
Address: Summit Accelerator Fund
----------------------------
499 Hamilton Ave., #200
----------------------------
Palo Alto, CA 94301
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 61
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Summit Accelerator Founders Fund, L.P.
---------------------------------------
Print Name of Investor
By /s/
-------------------------------------
Signature
Address: Summit Accelerator Fund
-------------------------------
499 Hamilton Ave., #200
-------------------------------
Palo Alto, CA 94301
-------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 62
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Summit Accelerator Fund L.P.
----------------------------------
Print Name of Investor
By /s/
----------------------------------
Signature
Address: Summit Accelerator Fund
----------------------------
499 Hamilton Ave., #200
----------------------------
Palo Alto, CA 94301
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 63
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
THOMAS L. HERSHNER
------------------------------------
Print Name of Investor
By /s/ Thomas L. Hershner
----------------------------------
Signature
Address: 700 KING'S MOUNTAIN ROAD
----------------------------
WOODSIDE, CA 94062
----------------------------
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 64
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
TSUNAMI INVESTMENTS LLC
------------------------------------
Print Name of Investor
By /s/
----------------------------------
Signature
Address: 940 LA MESA DRIVE
----------------------------
PORTOLA VALLEY, CA
----------------------------
94028
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 65
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
VANENBURG GROUP B.V.
------------------------------------
Print Name of Investor
By /s/ W.H. Heijting
----------------------------------
Signature
Address: VANENBURGER ALLEE 13
----------------------------
P.O. BOX 231
----------------------------
BSSO DE PUTTEW
----------------------------
THE NETHERLANDS
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 66
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Walden EDB Partners II, L.P.
-----------------------------------------
Print Name of Investor
By /s/
---------------------------------------
Signature
General Partner
Address: 750 Battery Street, Ste. 700
---------------------------------
San Francisco, CA 94111
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 67
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
WIIG-TDF Partners LLC
-------------------------------------------
Print Name of Investor
By /s/
-----------------------------------------
Signature
Director of WIIG Management Co., Ltd.
for and behalf of the Fund Managers
Address: 750 Battery Street, Ste. 700
-----------------------------------
San Francisco, CA 94111
-----------------------------------
-----------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 68
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
William B. Ayer
------------------------------------
Print Name of Investor
By /s/ William B. Ayer
----------------------------------
Signature
Address: 285 Oak St. / PO Box 1445
----------------------------
White Salmon, WA 98672
----------------------------
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 69
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
SUBRAH S. IYAR
------------------------------------
Print Name of Investor
By /s/ Subrah S. Iyar
------------------------------------
Signature
Address: 3205 HANCOCK PL
----------------------------
FREMONT, CA 94530
----------------------------
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 70
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended
and Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Yuqing Xu
-----------------------------------------
Print Name of Investor
By /s/ YUQING XU
---------------------------------------
Signature
Address: 24920 La Loma Ct.
---------------------------------
Los Altos Hills, CA 94022
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 71
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended
and Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Min Zhu
-----------------------------------------
Print Name of Investor
By /s/ MIN ZHU
---------------------------------------
Signature
Address: 24920 La Loma Ct.
---------------------------------
Los Altos Hills, CA 94022
---------------------------------
---------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 72
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
REUTERS HOLDINGS SWITZERLAND SA
------------------------------------
Print Name of Investor
By /s/
------------------------------------
Signature
Address: 153 Route de Thonon
----------------------------
1245 Collogne - Bellerive
----------------------------
Switzerland
----------------------------
Copies of all notices should be
sent to:
Reuters Limited
85 Fleet Street
London EC4P 4AJ
United Kingdom
Attention: General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 73
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Yahoo! Inc.
------------------------------------
Print Name of Investor
By /s/ Ellen Siminoff
------------------------------------
Signature
Ellen Siminoff
Address:
----------------------------
----------------------------
----------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 74
SIGNATURE PAGE TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
DATED AS OF MARCH ___ , 2000
BY AND AMONG
WEBEX, INC.
AND EACH HOLDER NAMED THEREIN
The undersigned hereby executes and delivers the WebEx, Inc. Amended and
Restated Investor Rights Agreement (the "Agreement") to which this Signature
Page is attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of such Agreement and signature
pages of the other Holders named in such Agreement, shall constitute one and the
same document in accordance with the terms of such Agreement.
Dr. Thomas W. Kuhr
Managing Director
-----------------------------------------
Print Name of Investor
By /s/ Dr. Thomas W. Kuhr
--------------------------------------
Signature
Address: 2. Dr. Kuhr & Partners GbR
--------------------------------
Godesberger Allee 73
--------------------------------
53175 Bonn
--------------------------------
SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE> 75
SCHEDULE A
<TABLE>
<CAPTION>
Founders Number of Shares
-------- ----------------
<S> <C>
Subrah Iyar 5,000,000 Common
c/o WebEx, Inc.
110 Rose Orchard Way
San Jose, CA 95134
Fax: (408) 435-7004
Min Zhu and Yuqing Xu 5,000,000 Common
c/o WebEx, Inc.
110 Rose Orchard Way
San Jose, CA 95134
Fax: (408) 435-7004
</TABLE>
<TABLE>
<CAPTION>
Investors Number of Shares
--------- ----------------
<S> <C>
Baan Investments 904,474 Series A Preferred
___________________ 4,598,383 Series B Preferred
___________________
New Enterprise Associates 2,333,333 Series C Preferred
___________________
___________________
T-Telematik Venture Beteiligungsgesellschaft MBH 1,436,667 Series C Preferred
___________________
___________________
Walden Ventures 1,333,333 Series C Preferred
Attn: Lip-Bu Tan
___________________
___________________
Vanenburg Group, B.V. 1,000,000 Series C Preferred
___________________
___________________
International Capital Partners, LLC 550,000 Series C Preferred
Attn: Mr. Nicholas Sinacori
300 First Stamford Place
Stamford, CT 06902
Oracle 333,333 Series C Preferred
___________________
___________________
</TABLE>
<PAGE> 76
<TABLE>
<CAPTION>
Investors Number of Shares
--------- ----------------
<S> <C>
SAP 333,333 Series C Preferred
___________________
___________________
Summit Accelerator Fund, L.P. 333,333 Series C Preferred
___________________
___________________
Net2Phone 240,000 Series C Preferred
___________________
___________________
[Others] 455,930 Series C Preferred
___________________
___________________
</TABLE>