exv4w2



 






Exhibit 4.2




AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT




     This Amended and Restated Investor Rights Agreement (the “Agreement”), effective as of this
November 30, 2001 is entered into between LoopNet, Inc., a California corporation (“Company” or
“LoopNet”), LoopNet Holdings LLC, a Delaware limited liability company (“LoopNet LLC”),
PropertyFirst, LLC, a Delaware limited liability company (“PropertyFirst LLC”) (LoopNet LLC and
PropertyFirst LLC are collectively referred to as the “Series A Holders”), the holders of the
Company’s Series C Convertible Preferred Stock as listed on Exhibit A attached hereto (the
“Series C Holders”), Morgan Stanley Dean Witter Equity Funding, Inc. and J.P. Morgan Securities
Inc. (collectively, the “Series B Nonvoting Holders”).



RECITALS




     A. The Series A Holders hold all 7,000,000 shares of the Company’s Series A
Preferred Stock (the “Series A Preferred”).



     B. The Series B Nonvoting Holders hold all 198,938 shares of the Company’s
Series B Nonvoting Preferred Stock (the “Series B Preferred”).



     C. The Company, the Series A Holders and the Series B Holders are parties to that
certain Investor Rights Agreement dated as of April 24, 2001 (the “Original IRA”) which the
parties desire to amend and restate in connection with the purchase of shares of the Company’s
Series C Convertible Preferred Stock (the “Series C Preferred”) and the purchase of warrants
to
purchase shares of Series C Preferred (the “Series C Warrants”) pursuant to that certain
Series C
Convertible Preferred Stock and Warrant Purchase Agreement between the Company and the
Series C Holders dated as of even date herewith (the “Purchase Agreement”).



     D. The execution of this Agreement is a condition to the obligation of the Series C
Holders to consummate the closing of the transactions under the Purchase Agreement and the
Company desires to satisfy such condition.



     NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:



ARTICLE 1.

REGISTRATION RIGHTS




     1.1 Certain Definitions. As used in this Agreement, the following terms will
have the following respective meanings:



     “Articles of Incorporation” will mean the amended and restated articles of incorporation of
the Company, as the same may be amended and/or restated from time to time.



     “Commercial Company Purchaser” will mean a member of the LoopNet LLC (other than NAR) or an
affiliate of such member which is in the commercial real estate business and has




 









 







executed a Commercial Company Agreement with LoopNet (“Commercial Company Agreement”) or, in
the case of RealSelect, the Commercial Services and License Agreement (“RealSelect Commercial
Agreement”), and the Governance Board Agreement, both of which agreements were initially entered
into with LoopNet.




     “Commercial Company Competitor” will have the meaning given such term in the Governance
Board Agreement.



     “Commission” will mean the Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act.



     “Common Stock” will mean the Common Stock of the Company.



     “Equity Securities” will mean any securities having voting rights in the election of the
Board of Directors or any securities evidencing an ownership interest in the Company, or any
securities convertible into or exercisable for any shares of the foregoing, or any agreement
or commitment to issue any of the foregoing.



     “Exchange Act” will mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.



     “Holder” will mean (i) any Series A Holder or Series C Holder which holds Registrable
Securities, (ii) any assignee under Section 1.9 who holds Registrable Securities, and (iii) any
holder of shares of Series B Nonvoting Preferred.



     “Initial Public Offering” will mean the initial offering to the public of the Company’s
securities pursuant to a firm commitment registered underwriting pursuant to the Securities Act.



     “Initiating Holders” will mean any group of one or more Holders who in the aggregate are
Holders of at least twenty percent (20%) of the Registrable Securities then outstanding.



     “Merger Agreement” will mean that certain Agreement and Plan of Merger dated April 20, 2001
as amended on June 13, 2001, pursuant to which PropertyFirst.com, Inc. merged with and into the
Company.



     “NAR
Purchaser” or “NAR” will mean the National Association
of Realtors®.


     “RealSelect Purchaser” or “RealSelect” will mean RealSelect, Inc.



     The terms “register,” “registered” and “registration” will refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities Act and the
declaration or ordering of the effectiveness of such registration statement.



2









 





     “Registrable Securities” will mean (i) shares of Common Stock issued or issuable pursuant to
the conversion of the Series A Preferred, Series B Nonvoting Preferred, Series C Preferred, Series
E Preferred, Series F Preferred, Special Series A Preferred and Special Series B Preferred in
accordance with the Company’s Articles of Incorporation (“Articles”), (ii) shares of Common Stock
issued or issuable pursuant to the exercise of the Series C Warrants for Series C Preferred and the
conversion of such Series C Preferred into Common Stock, (iii) shares of Common Stock held by the
Series A Holders at any time or from time to time; and/or (iv) shares of Common Stock issued in
respect of shares referred to in the preceding clauses (i) through (iii), upon any stock split,
stock dividend, recapitalization, or similar event; provided, however, that Registrable Securities
will not include any (w) Registrable Securities sold by a Holder in a transaction in which such
Holder’s rights under this Section 1 are not assigned, (x) Registrable Securities previously sold
pursuant to an effective registration statement, (y) Registrable Securities previously sold to the
public, or (z) securities which would otherwise be Registrable Securities held by a Holder who is
then permitted to sell all of such securities within any three-month period pursuant to Rule 144
(including Rule 144(k)), Rule 145 or otherwise pursuant to an applicable exemption from the
registration and prospectus delivery requirements of the Securities Act.



     “Registration Expenses” will mean all expenses incurred in connection with a registration
under Section 1.2, 1.3 or 1.4, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company,
reasonable fees and expenses of one special counsel to the Holders, and blue sky fees and expenses,
but will not include Selling Expenses.



     “Restricted Securities” will mean the securities of the Company required to bear or bearing
the legend set forth in Section 4.2, including without limitation the Series A Preferred, the
Series B Preferred, the Series C Preferred, the shares of Series C Preferred underlying the Series
C Warrants, the Series E Preferred, the Series F Preferred, the Special Series A Preferred and the
Special Series B Preferred, and the Common Stock issued or issuable upon conversion of each such
series of preferred stock, but shall not include securities issued in the merger of
PropertyFirst.com, Inc., a California corporation, with and into the Company.



     “Rule 144” will mean Rule 144 or any successor rule as promulgated by the Commission under the
Securities Act.



     “Securities Act” will mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



     “Selling Expenses” will include, with respect to a registration, all underwriting discounts,
and selling commissions.



     “Series E Preferred” will mean the Series E Preferred Stock of the Company.




3









 








     “Series F Preferred” will mean the Series F Preferred Stock of the Company.



     “Special Series A Preferred” will mean the Special Series A Preferred Stock of
the Company.



     “Special Series B Preferred” will mean the Special Series B Preferred Stock of the
Company.



     1.2 Requested Registration.



          (a) Request for Registration. If the Company receives from Initiating Holders
at any time after the earlier of (x) July 13, 2004, or (y) one year after the Company’s
Initial Public
Offering (or such shorter period as shall be acceptable to the managing underwriter thereof,
but
in any event, not less than 180 days after the effective date of the registration statement in
respect
thereof), a written request that the Company file a registration statement under the
Securities Act
covering the registration of Registrable Securities having an anticipated aggregate offering
price,
net of underwriting discounts and selling commissions, of at least $20,000,000, 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 as may be
so requested and as would permit or facilitate the sale and distribution of all or such portion of
such Registrable Securities as are specified in such request, together with all or such portion of
the Registrable Securities of any Holder or Holders joining in such request as are specified in a
written request delivered to the Company within 20 days after receipt of such written notice from
the Company; provided, however, that the Company will not be obligated to effect more than two
registrations under this Section 1.2.



                    Subject to the limitations of this Section 1.2, the Company will 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.



          (b) Underwriting. The right of any Holder to registration pursuant to this
Section 1.2 will be conditioned upon such Holder’s participation in the related underwriting
and
the inclusion of such Holder’s Registrable Securities in the underwriting to the extent
provided
herein. A Holder may elect to include in such underwriting all or a part of the Registrable
Securities held by such Holder.




          (c) Procedures. All Holders proposing to distribute their securities through
underwriting will (together with the Company proposing to distribute its securities through
such
underwriting) enter into an underwriting agreement in customary form with the representative
of




4









 




the underwriter or underwriters (the “Underwriter”) selected for such underwriting by the Company,
subject to approval of the holders of a majority in interest of the Initiating Holders.
Notwithstanding any other provision of this Section 1.2, if the Underwriter, in its sole
discretion, determines that marketing factors require a limitation on the number of shares to be
underwritten, the Underwriter may (subject to the allocation priority set forth below) limit the
number of Registrable Securities to be included in the registration and underwriting. The Company
will so advise all Holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting will be allocated
pro rata among such Holders on the basis of all Registrable Securities then held by such Holders,
provided, however, that the number of shares of Registrable Securities to be included in such
underwriting shall not be reduced unless all other securities are first entirely excluded from the
underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may
elect to withdraw therefrom by written notice to the Company and the Underwriter. Any Registrable
Securities excluded or withdrawn from such underwriting will be withdrawn from such registration.




     1.3 Company Registration.



          (a) If the Company determines to register any of its securities, for its own
account (other than in connection with: (v) a registration under Section 1.2 or 1.4, (w) a
registration relating solely to employee benefit plans, (x) a registration relating solely to
a
transaction covered by Rule 145 promulgated under the Securities Act, (y) a registration
relating
solely to debt securities or (z) a registration on any registration form which does not permit
secondary sales or does not include substantially the same information as would be required to
be
included in a registration statement covering the sale of Registrable Securities) the Company
will:




               (i) Promptly give to each Holder written notice thereof (which, to the extent then known
and applicable, will include a list of the jurisdictions in which the Company intends to attempt to
qualify such securities under the applicable blue sky or other state securities laws); and



               (ii) Include in such registration (and any related qualification under blue sky law or
other compliance), and in any underwriting involved therein, all Registrable Securities specified
in a written request or requests made by any Holder within 20 days after receipt of the written
notice from the Company described in clause (i) above, except as set forth in Section 1.3(b) below.
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 will 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 Section 1.3 will be conditioned upon such Holder’s




5









 







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 will (together with the Company, other participating Holders, and the
other shareholders distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the Underwriter selected for underwriting by the
Company. Notwithstanding any other provision of this Section 1.3, if the Underwriter determines
that marketing factors require a limitation on the number of shares to be underwritten, the
Underwriter may (subject to the allocation priority set forth below) limit the number of securities
of the Holders and the other shareholders to be included in the registration and underwriting;
provided, however, that in the case of the Company’s Initial Public Offering, the Underwriter may
cut back to zero the number of Registrable Securities it includes in the Initial Public Offering,
so long as no other shareholder’s shares of Common Stock are included therein, and in the case of a
subsequent public offering, the Underwriter may cut back the number of Registrable Securities it
includes in the subsequent public offering to twenty percent (20%) of the shares of the Company’s
Common Stock therein sold; provided further, however, that if the registration is a demand
registration of other holders similar to the demand registrations of Section 1.2 and 1.4 hereof,
such other holders shall have priority over the Holders. The Company will so advise all such
Holders and other shareholders requesting registration, and the number of shares of securities that
are entitled to be included in the registration and underwriting will be allocated among all such
Holders and other shareholders (pro rata among such Holders and other shareholders on the basis of
the number of securities then held by such Holders and other shareholders). If any Holder or other
shareholder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom
by written notice to the Company and the Underwriter. Any Registrable Securities or other
securities excluded or withdrawn from such underwriting will be withdrawn from such registration.




     1.4 Registration on Form S-3.



          (a) After the Company has qualified for the use of Form S-3 for secondary
sales, Holders of Registrable Securities will have the right to request a maximum of one
registration on Form S-3 within any six-month period (such requests will be in writing and
will
state the number of Registrable Securities to be disposed of and the intended method of
disposition of such Registrable Securities by such Holders); provided, however, that the
Company will not be required to effect a registration pursuant to this Section 1.4 if the
Holder or
Holders do not request registration of Registrable Securities having an aggregate public
offering
price (before deduction of underwriting discounts and sales commissions) of at least
$2,000,000.




          (b) The Company will give notice to all Holders of the receipt of a request for
registration pursuant to this Section 1.4 and will provide a reasonable opportunity for all
such
other Holders to participate in the registration. Subject to the foregoing, the Company will
use
commercially reasonable efforts to effect promptly the registration of all shares of
Registrable
Securities on Form S-3 to the extent requested by such Holders of Registrable Securities. Any




6









 




registration pursuant to this Section 1.4 will not be counted as a registration pursuant to Section
1.2(a).




     1.5 Expenses of Registration. All Registration Expenses incurred in connection with
any registration hereunder will be borne by the Company. All Selling Expenses incurred in
connection with any registration hereunder will be borne by the Holders, the Company and
other
shareholders of the securities to be registered pro rata on the basis of the number of
their shares
so registered. The Company will not be required to pay any Registration Expenses if, as a
result
of the withdrawal of a request for registration by Initiating Holders, the registration
statement
does not become effective; provided, however, that (i) if at the time of such withdrawal,
the
Holders have learned of a material adverse change in the condition, business, or
prospects of the
Company from that known to the Holders at the time of their request and have withdrawn
the
request, in writing, within ten days following disclosure by the Company of such material
adverse change, (ii) if withdrawal is at the request of the Company or the Underwriters,
or (iii) if
Holders forfeit a demand under Section 1.2, then under any such conditions specified in
clauses
(i), (ii) or (iii) hereof, the Holders will not be required to pay any of such expense
and such
registration will not be considered a registration for purposes of Section 1.2(a) or
1.4(a). If the
Company is not required to pay any Registration Expenses as a result of such a
withdrawal, then
the Holders and other shareholders requesting registration will bear such Registration
Expenses
pro rata on the basis of the number of their shares so included in the registration
request, and
such registration will not be considered a registration for purposes of Section 1.2(a) or
1.4(a).



     1.6 Additional Registration Procedures. In the case of each registration,
qualification
or compliance effected by the Company pursuant to this Article 1, the Company will keep
each
Holder participating therein advised in writing as to the initiation of each
registration,
qualification and compliance and as to the completion thereof. At its expense the Company
will:



          (a) Use best efforts to register and qualify the securities covered by such
registration statement under such securities or “blue sky” laws of such jurisdictions as
may be
reasonably requested by the Holders; provided, however, that the Company will not be
required
in connection therewith or as a condition thereto to qualify to do business or to file a
general
consent to service of process in any such states or jurisdictions;




          (b) Keep such registration effective until the earliest to occur of the following:
(i) all Registrable Securities registered pursuant to Section 1.2, 1.3 or 1.4, as the
case may be,
have been sold; (ii) the Holders of the Registrable Securities registered thereunder
agree to
terminate the registration; (iii) the registration rights of all such Holders thereof
shall have
terminated under Section 1.2, 1.3 and/or 1.4, as the case may be; or (iv) 120 days have
elapsed
since the date the registration was declared or ordered effective.




          (c) Furnish to the Holders: (i) such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the Securities
Act,
and such other documents as they may reasonably request in order to facilitate the
disposition of




7









 




the Registrable Securities owned by them, and (ii) advance copies of the registration
statement and any amendments thereto, to be filed under the Securities Act;




          (d) Notify each Holder 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, includes 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 the light of the circumstances then existing;




          (e) Furnish, at the request of any Holder requesting registration of Registrable
Securities pursuant to this Agreement, on the date that such Registrable Securities are
delivered
to the Underwriters for sale in connection with a registration pursuant to this Agreement, if
such
securities are being sold through Underwriters, or, if such securities are not being sold
through
Underwriters, on the date that the registration statement with respect to such securities
becomes
effective, (i) a copy of an opinion, dated such date, of the counsel representing the Company
for
the purposes of such registration, in form and substance as is customarily given to
underwriters
in an underwritten public offering, addressed to the Underwriters, if any, and (ii) a copy of
a
letter dated such date, from the independent certified public accountants of the Company, in
form
and substance as is customarily given by independent certified public accountants to
underwriters
in an underwritten public offering, addressed to the Underwriters, if any;




          (f) Cause all such Registrable Securities registered hereunder to be listed on
each securities exchange on which similar securities issued by the Company are then listed;
and




          (g) Provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each
case
not later than the effective date of such registration.




     1.7 Indemnification.



          (a) To the extent permitted by law, the Company will indemnify each Holder, each of such
Holder’s officers, directors and partners, and each underwriter and each broker-dealer for such
Holder, and each person controlling such Holder, underwriter or broker-dealer within the meaning of
Section 15 of the Securities Act, with respect to which registration, qualification or compliance
has been effected pursuant to this Agreement, against all expenses, claims, losses, damages and
liabilities (or actions in respect thereof) to which they may become subject under the Securities
Act, the Exchange Act or other federal or state securities laws, including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in any registration
statement or prospectus, or any amendment or supplement thereto, incident to any such registration,
or any such document, offering circular or other document incident to such registration,
qualification or compliance, or based on any





8









 







omission (or alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading, or any violation by the Company of any rule or regulation promulgated under the
Securities Act, the Exchange Act or other federal or state securities laws 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 indemnified person for any
legal and any other expenses reasonably incurred as such expenses are incurred, in connection with
investigating, defending or settling any such claim, loss, damage, liability or action; provided,
however, that the Company will not be liable to an indemnified person under this Section 1.7(a) 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 or alleged untrue statement or omission, made
solely in reliance upon and in conformity with written information furnished to the Company by such
Holder or its agents; and provided further, however, that the indemnity agreement contained in this
Section 1.7(a) will 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 will not be unreasonably withheld.




          (b) To the extent permitted by law, each Holder will, if Registrable Securities held by
such Holder are included in the securities as to which a registration, qualification or compliance
is being effected pursuant to this Agreement, indemnify the Company, each of its directors,
officers and each Underwriter, if any, and each broker-dealer, if any, of the Company’s securities
covered by a registration statement or prospectus relating to such registration, qualification or
compliance, each person who controls the Company or such other person within the meaning of Section
15 of the Securities Act, and each other such Holder including shares of its Registrable Securities
in such registration, qualification or compliance against all claims, losses, damages and
liabilities (or actions in respect thereof) to which any of the foregoing persons may become
subject under the Securities Act, the Exchange Act or other federal or state securities laws,
arising out of or based on any untrue statement of a material fact contained in any such
registration statement or prospectus, and any amendment or supplement thereto, incident to any such
registration, or any such document, offering circular or other document incident to such
qualification or compliance, or any 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 other persons for any legal or any other expenses reasonably incurred by them, in connection
with investigating, defending or settling any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement or omission is made in
such registration statement, prospectus, offering circular or other document solely in reliance
upon and in conformity with written information furnished to the Company by such Holder or its
agent for the purpose of inclusion in such document; provided, however, that the indemnity
agreement contained in this Section 1.7(b) will 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
Holders of at least fifty percent (50%) of such Registrable Securities, which consent will not be
unreasonably withheld; and provided further, however, that each Holder’s




9









 




liability for indemnification hereunder will be limited to the amount of net proceeds, if
any, received by such Holder from the sale of securities described in this Section 1.7(b).




          (c) Each party entitled to indemnification under this Section 1.7 (the
“Indemnified Party”) will give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has written notice of any claim,
loss, damages or liability (or action in respect thereof) as to which indemnity may be sought
and
will permit the Indemnifying Party to assume the defense of any such claim, loss, damages or
liability (or action in respect thereof); provided, however, that counsel for the Indemnifying
Party, who will conduct the defense of such claim, loss, damages or liability (or action in
respect
thereof), will be approved by the Indemnified Party (whose approval will not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such Indemnified
Party’s
expense, including any legal fees incurred; provided further, that an Indemnified Party
(together
with all other Indemnified Parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the reasonable fees and expenses to
be
paid by the Indemnifying Party if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or potential differing
interests between such Indemnified Party and any other party represented by such counsel in
such
proceeding; and provided further, however, that the failure of any Indemnified Party to give
notice as provided herein will not relieve the Indemnifying Party of its obligations under
this
Agreement, except to the extent, but only to the extent, that the
Indemnifying Party’s ability
to
defend against such claim or litigation is impaired as a result of such failure to give
notice. No
Indemnifying Party, in the defense of any such claim, loss, damages or liability (or action in
respect thereof), will, except with the consent of each Indemnified Party, consent to entry of
any
judgment or enter into any settlement which 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 will furnish such information
regarding itself or the claim, loss, damages or liability (or action in respect thereof) in
question as
an Indemnifying Party may reasonably request in writing and as is reasonably required in
connection with defense of the same.




          (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, will 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 will
be
determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and the parties’




10









 




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 an underwritten public offering are in conflict with the foregoing provisions,
the
provisions in the underwriting agreement will control.




          (f) The obligations of the Company and Holders under this Section 1.7 will
survive the completion of any offering of Registrable Securities in a registration statement
under
Sections 1.2, 1.3 and 1.4, and otherwise.




          (g) Each Holder holding securities included in any registration will furnish to
the Company such information regarding such Holder as the Company may reasonably request in
writing and as will be reasonably required in connection with any registration, qualification
or
compliance referred to in this Agreement.




     1.8 Rule 144 Reporting. With a view to making available the benefits of certain
rules and regulations of the Commission which may permit the sale of shares held by person deemed
“affiliates” of the Company under the Securities Act (“Affiliates”) and Restricted Securities to
the public without registration, the Company agrees to:



          (a) Make and keep public information available, as those terms are understood
and defined in Rule 144 under the Securities Act, at all times from and after the effective
date of
the Initial Public Offering;




          (b) Use commercially reasonable efforts to 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;
and




          (c) So long as a Holder is an Affiliate or owns any Restricted Securities,
furnish to the Holder forthwith, upon request: (i) a written statement by the Company as to
its
compliance with the reporting requirements of Rule 144 (at any time from and after 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), (ii) a copy of the most recent annual or quarterly
report
of the Company, and (iii) copies of 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.




          (d) At such times as the Company shall comply with the listing requirements
for any national stock exchange, NASDAQTM, or any similar quotation service, the Company




11









 




will use its best efforts to obtain and maintain active status in at least one such stock exchange
or market quotation service.




     1.9 Transfer or Assignment of Registration Rights. The right to cause the Company
to register Registrable Securities under Sections 1.2, 1.3 and 1.4 may be transferred or
assigned
by a Holder to one or more transferees or assignees of at least twenty percent (20%) or more
of
the Registrable Securities originally held by such Holder (or if such Holder is a Holder
because it
holds shares of Series B Nonvoting Preferred, then to one or more transferees or assignees of
at
least 19,894 shares of Series B Nonvoting Preferred), provided, that (y) the Company is given
written notice by the Holder not less than two business days prior to the date of such
transfer or
assignment, stating the name and address of such transferee or assignee and identifying the
securities with respect to which such registration rights are being transferred or assigned;
and
(z) such transferees or assignees of such rights assume in writing the obligations of such
Holder
under this Agreement. Notwithstanding the foregoing, (i) a Holder may assign its right to
cause
the Company to register Registrable Securities to transferees or assignees who are
shareholders
of, or members or partners in, such Holder, regardless of the percentage of Registrable
Securities
transferred or assigned, and such Holder shall assign its right to cause the Company to
register
Registrable Securities to its members, shareholders or partners, as the case may be, in the
event
the Company liquidates or distributes the Registrable Securities to its members, and (ii) a
Holder
may assign its right to cause the Company to register Registrable Securities to transferees or
assignees that are Affiliates of, or members or partners in, such Holder, regardless of the
amount
of Registrable Securities transferred or assigned.



     1.10
“Market Stand-off” Agreement. Each Holder agrees, if requested by the Company
or an Underwriter of Common Stock (or other securities) of the Company, not to sell or
otherwise transfer or dispose of any Registrable Securities of the Company (other than Common
Stock of the Company acquired in the Initial Public Offering or Common Stock of the Company
acquired in the open market after the Initial Public Offering) held by such Holder during a
period
of time determined by the Company and its Underwriters (not to exceed 180 days) following the
effective date of a registration statement of the Company filed under the Securities Act and,
if
requested by the Company or such Underwriter to enter into such underwriter’s standard form of
agreement with respect to such restrictions. Such agreement will be in writing in a form
satisfactory to the Company and such Underwriter. The Company may impose stop-transfer
instructions with respect to the securities subject to the foregoing restriction until the end
of such
period. The provisions of this Section 1.10 shall only be applicable to the Holders if all
officers,
directors and shareholders who hold greater than one percent (1%) of the outstanding shares of
stock of the Company enter into or are bound by similar agreements. Further, the provisions of
this Section l.l0 shall only be applicable to Holders if the registration statement shall
effect the
Initial Public Offering of the Company’s Common Stock.



     1.11 Limitations on Registration Obligations. The Company will not be obligated to
effect, or to take any action to effect, any registration, qualification or compliance
pursuant to
Section 1.2 or 1.4:



12









 





          (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) More than five years following the closing of the Initial Public Offering;




          (c) If the Company furnishes to Holders following a request for registration 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 and its
shareholders for such registration statement to be filed on or before the time filing would
be
required and it is therefore essential to defer the filing of such registration statement,
in which
circumstance, the Company will have the right to defer such filing for a period of not more
than 120 days after receipt of the request of the Initiating Holders (it being understood that
the Company will not have any obligation to take any action to register Registrable Securities
for which the Company receives notice pursuant to Sections 1.2(a) or 1.4 during such 120-day
period); provided, however, that the Company may not exercise this right more than once in any
12-month period; or




          (d) During the period starting with the date 45 days prior to the Company’s
good faith estimate of the date of filing of, and ending on a date 180 days after the
effective date
of, a Company-initiated registration (or such shorter period, if any, as may be acceptable
to the
managing underwriter of such Company-initiated registration), other than a registration
pursuant
to Form S-8, S-4 or similar form to facilitate registration of shares in connection with an
employee stock plan or business acquisition; provided, however, if there is a request for ,
registration pursuant to Section 1.2 or 1.4 during such period, the Company shall take all
reasonable action during such period as may be required in order to file the applicable
registration statement as soon as reasonably practicable following the expiration of such
period.




ARTICLE 2.

ADDITIONAL COVENANTS




     2.1 Financial Information. For so long as (i) a Series A Holder continues to
hold at least 40% of the Registrable Securities acquired by it as a result of the merger of
PropertyFirst.com, Inc. with and into the Company; or (ii) a Series C Holder continues to hold at
least 406,500 shares of Series C Preferred (or an equivalent amount of Common Stock on an
as-converted basis); or (iii) a Series B Nonvoting Holder acquired by it and any Affiliates of
such Series B Nonvoting Holder continue to hold at least 39,788 shares of Series B Nonvoting
Preferred, the Company will mail or otherwise deliver to each such Holder:



          (a) As soon as practicable after the end of each month (and in any event within
30 days of the end thereof), and as soon as practicable after the end of each calendar





13










 





quarter (and in any event within 45 days of the end thereof), an unaudited profit and
loss statement and consolidated balance sheet of the Company and its subsidiaries, if any.




          (b) As soon as practicable after the end of each fiscal year of the Company, and in any event
within 90 days thereafter, an audited profit and loss statement and consolidated balance sheet of
the Company and its subsidiaries, if any, as of the end of such fiscal year, prepared in accordance
with United States generally accepted accounting principles consistently applied.




          (c) Upon request, as soon as practicable, all internally prepared budgets or financial
projections which have been delivered to the Company’s Board of Directors, in each case, during the
90 days period prior to the date upon which the Company shall have received such Holder’s request.




          (d) Each Holder agrees that it will execute a customary and reasonable confidentiality
agreement in a form that is, from time to time, provided by the Company. The confidentiality form
shall restrict the dissemination of any financial information provided hereunder to members of a
Series A Holder in the following manner: (i) with respect to the LoopNet LLC, those members that
satisfy the provisions of Section 10.3 A. of the operating agreement of LoopNet LLC; and (ii) with
respect to the PropertyFirst LLC, those members that satisfy the provisions of Section 5.5 of the
operating agreement of PropertyFirst LLC.




          (e) Notwithstanding any of the foregoing, the information referred to in Section 2.1(b) shall
be delivered to each Series C Holder regardless of the number of shares of Series C Preferred held
by such Series C Holder.




     2.2
Board of Directors.



          (a) Each Series A Holder for so long as it holds at least forty percent (40%) of the
Registrable Securities acquired by it on July 13, 2001, shall
have the right to designate four (4) members of the Board of Directors of the Company by written notice to the other Holders in
advance of any election of directors provided that in the absence of such designation, any prior
designation shall continue to be operative. The ninth director shall be the person designated as
Chief Executive Officer of the Company by a majority of the other directors. The four current
designees of LoopNet LLC are Dennis DeAndre, Noel Fenton, Joe Hanauer and Bill Millichap,
respectively, and the four current designees of PropertyFirst LLC are John Stanfill, Jeff Brody,
Kip Hagopian and Joe Azrack, respectively.




          (b) In any election of directors of the Company, each Holder agrees hereby to cast the vote of
all securities held by such Holder for the persons designated in accordance with Section 2.2(a).





14









 








          (c) The foregoing nomination powers and requirements for Holders to vote their shares to elect
directors so nominated shall expire upon the effectiveness of an Initial Public Offering.




          (d) Until an Initial Public Offering, the Holders agree to vote all shares of stock held by
them and to take all other necessary actions within their control to cause and maintain the
election to the Board of Directors of the individuals nominated pursuant to the provisions of
Section 2.2(a).




          (e) The Holders agree to vote all shares of stock held by them and to take all other necessary
actions within their control to cause and maintain the number of authorized and
fixed directors of the Company at nine (9).




          (f) The Holders agree to require any transferee of their shares to assume the obligations
under this Section 2.2 prior to the transfer of such shares.




     2.3
Observer Rights; Quarterly Meetings. Subject to the power of the Board of
Directors to exclude non-members from discussions of confidential information involving trade
secrets, personnel matters, intellectual property assets of the Company, litigation,
communications with counsel, or similar matters, prior to the filing of a registration statement
in respect of the Company’s securities: (a) any member of a Series A Holder whose Affiliate is not
a member of the Company’s Board of Directors, and which shall hold at least two percent (2%) of
the Common Units of the LoopNet LLC or the PropertyFirst LLC, as the case may be or, in the event
of the liquidation of such limited liability company, at least one percent (1%) of the Common
Stock of the Company (on an as converted basis), shall be afforded the right to appoint one
non-voting observer to attend Board of Director meetings not more than twice a year; (b) at any
time that ATGF II holds any Common Units or Preferred Units of the PropertyFirst LLC and such
entity does not have an Affiliate that is a member of the Company’s Board of Directors, such
entity shall be afforded the right to appoint one non-voting observer to attend Board of Director
meetings an unlimited number of times; (c) at any time Oak Associates VIII, LLC holds any Common
Units or Preferred Units of the PropertyFirst LLC and such entity does not have an Affiliate that
is a member of the Company’s Board of Directors, such entity shall be afforded the right to
appoint one non-voting observer to attend Board of Director meetings an unlimited number of times;
and (d) any Holder which owns at least one percent (1%) of the Common Stock of the Company (on an
on-converted basis), shall be afforded the right to appoint one non-voting observer to attend
Board of Director meetings not more than twice a year. The Company shall furnish each Holder with
copies of the agenda for each Directors’ meeting prior to the meeting and copies of the minutes of
each meeting promptly after the meeting. In addition, as soon as is reasonably practicable
following the end of each of its fiscal quarter (but not later than 45 days following the end of
each quarter), the Company shall hold a meeting for those members of the Series A Holders that
individually hold at least two percent (2%) of the Common Units of their respective limited
liability company (on an as-converted basis) and those Holders that hold at least one percent (1%)
of the Common Stock of the Company (on an as converted basis) for the




15









 







purpose of presenting a report by its executive management on the financial and operating results
of such quarter and offering the members and the Holders of the opportunity to discuss such reports
with the Company’s executive management. Any such member or Holder may at its election attend such
meeting in person or by means of a telephone conference call.




     2.4 Administrative Expenses of Series A Holders. The Company shall make annual cash
payments to the Series A Holders, sufficient in amounts to allow the Series A Holders to pay their
respective operating expenses; provided, however, that the Company shall not be obligated to pay a
Series A Holder more than $10,000 in any calendar year without the prior written consent of the
other Series A Holder and the Company. For purposes of this Section 2.4, operating expenses of a
Series A Holder shall not include any expenses of any Member of a Series A Holder. An annual cash
payment to a Series A Holder shall not be in excess of one hundred fifty percent (150%) of the
annual cash payment made to the other Series A Holder without such other Series A Holder’s consent.



     2.5 Issuance of Additional Series C Preferred. The Company shall not issue shares of
Series C Preferred or warrants exercisable for shares of Series C Preferred other than as
contemplated in the Purchase Agreement (including without limitation Section 2.3 thereof) without
the consent of two-thirds (2/3) of the members of the Company’s Board of Directors.



     2.6 Option Pool. The Company shall not increase the Common Stock available for
issuance in its option pool in excess of 3,250,000 shares (other than as such number may be
adjusted pursuant to stock splits or similar capital modifications) without the prior written
consent of a majority of the outstanding shares of Series C Preferred.



     2.7 Legends.



               (a) Each certificate representing the Equity Securities owned by the Holders will be endorsed
with the following legend:




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN OBLIGATIONS
TO VOTE THE SHARES REPRESENTED HEREBY IN ACCORDANCE WITH THE TERMS GOVERNING THE
ELECTION OF THE BOARD OF DIRECTORS PURSUANT TO AN AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT BETWEEN THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, THE
CORPORATION AND ONE OR MORE OTHER HOLDERS OF COMMON STOCK AND PREFERRED STOCK OF THE
CORPORATION, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.



               (b) This legend will be removed upon termination of the obligation to vote for any person
as a director hereunder.



16









 





     2.8 Termination of Additional Covenants. The Company’s obligations under
Article 2 will terminate upon the closing of a registered public offering of the Company’s
securities.



ARTICLE 3.

RIGHT OF PARTICIPATION AS TO SALES BY THE COMPANY




     3.1 The Right. Prior to any sale or issuance by the Company of any Equity Securities
for cash only, it will give each Series C Holder, Series B Nonvoting Holder and Series A Holder
(each, a “Right Holder”) the first right to purchase its pro rata share (or any part thereof) of
sixty percent (60%) of such Equity Securities on the same terms as the Company is willing to sell
such Equity Securities to potential investors. A Right Holder’s pro rata share of sixty percent
(60%) of the proposed offering will be that portion of sixty percent (60%) of the proposed offering
which is represented by a fraction, (i) the numerator of which shall be the number of shares of
Common Stock held and the number of shares of Common Stock issued or issuable upon conversion of
all outstanding Equity Securities held by such Right Holder as of the date on which the Company
gives notice (or should have given notice) pursuant to Section 3.2 hereof, and (ii) the denominator
of which shall be the total number of shares of Common Stock held and the number of shares of
Common Stock issued or issuable upon conversion or exercise of all Equity Securities held by all
Right Holders as of such date, prior to giving effect to the proposed offering. All rights granted
to a Series A Holder under this Article 3 shall be exercised, if at all, by one or more members of
such Series A Holder or Affiliates of such members pursuant to such arrangements as such Series A
Holder and such members may agree in accordance with the operating agreement of such Series A
Holder. No Series A Holder may itself exercise any of such rights.



     3.2 Notice. Prior to any sale or issuance by the Company of any Equity Securities, the
Company will notify each Right Holder, in writing, of the Company’s intention to sell and issue
such Equity Securities, setting forth the general terms under which it proposes to make such sale.
Each Right Holder will have 20 days after delivery of such notice to notify the Company in writing
that it elects (or one or more of its members elect) to purchase all or a portion of sixty percent
(60%) of the Equity Securities so offered. Each such Right Holder (or member of a Right Holder, if
such Right Holder is a Series A Holder) electing to exercise its right of participation granted
under this Section 3 and the Company will use reasonable commercial efforts to purchase and sell
the Equity Securities within 20 days of the date of such notice by a Right Holder, provided, that
such Right Holder (or member of a Right Holder, if such Right Holder is a Series A Holder) shall
not be required to purchase the Equity Securities within such period if the closing for the sale of
a portion of such Equity Securities is to be held at a later time, in which case such Right Holder
(or member of a Right Holder, if such Right Holder is a Series A Holder) shall purchase such Equity
Securities at such closing. The Company and such Right Holder (or member of a Right Holder, if such
Right Holder is a Series A Holder) agree to use their best efforts to promptly consummate the
closing on the purchase of Equity Securities contemplated by the notice.



17









 





     3.3 Failure to Notify. If, within 20 days after the Company gives its aforesaid notice
to a Right Holder, such Right Holder does not notify the Company that it desires to purchase all or
a portion of the Equity Securities offered to such Right Holder (or member of a Right Holder, if
such Right Holder is a Series A Holder) in such notice upon the terms and conditions set forth in
such notice, then the Company may, during a period of 90 days following the end of such 20-day
period, sell and issue such Equity Securities at a price and upon terms and conditions no more
favorable in any material respect to such investors than those set forth in the notice to the Right
Holders. In the event that the Company has not sold such Equity Securities to such investors within
such 90-day period, the Company will not thereafter issue or sell such Equity Securities without
first offering such securities to the Right Holders in the manner provided above.



     3.4 Payment. If a Right Holder gives the Company notice that it (or a member of it)
desires to purchase up to all of its applicable portion of sixty percent (60%) of the Equity
Securities offered by the Company, then payment for such Equity Securities will be by check or wire
transfer, against delivery of the securities at the executive offices of the Company at the closing
therefor.



     3.5 Limitations.



          (a) The right of participation contained in this Article 3 will not apply to
Equity Securities issued or issuable on or after the date hereof, as follows:




               (i) To
officers, directors and employees of, and independent contractors to, the Company, which issuances are approved by the Board of Directors or its
designated committee, provided, however, that such issuances shall be used primarily as
incentives for services to be provided to the Company;



               (ii) Upon
conversion of shares of Series A Preferred, Series B Nonvoting Preferred, Series C Preferred, Series E Preferred, Series F Preferred, Special Series A
Preferred and Special Series B Preferred;



               (iii) To banks or leasing companies primarily to obtain financing or secure leases of
equipment;



               (iv) To licensors to obtain licenses of intellectual property;



               (v) To co-joint venturers, and to parties entering into strategic business relationships
with the Company, in connection with transactions approved by the Company’s Board of Directors;



               (vi) As a dividend or distribution on Series A Preferred, Series B Nonvoting
Preferred or Series C Preferred;



18









 





               (vii) Upon exercise of the Series C Warrants;



               (viii) Pursuant to a registered public offering of the Company’s securities;



               (ix) In connection with a merger, acquisition, asset purchase or similar transaction; and



               (x) To purchasers of Series C Preferred and the Series C Warrants issued by the
Company within 30 days of the date hereof.



          (b) Notwithstanding the foregoing, in the event of a sale of securities to which the
right of participation is applicable and with respect to which all investors are to be “accredited
investors,” as defined in Regulation D promulgated under the Securities Act, any Right Holder (or
member of a Right Holder, if such Right Holder is a Series A Holder) that is not an accredited
investor may be excluded from such sale, in the discretion of the Company.




     3.6 Transfers. Subject to Article 4 and the other restrictions on the transfer of
Registrable Securities set forth in this Agreement, the rights granted pursuant to this Article 3
may be assigned by a Right Holder or its transferee upon the sale or transfer (other than a sale to
the public) of all of its shares, or a distribution of Registrable Securities to its members
permitted by Article 6.



     3.7
Termination. The right of participation contained in this Article 3 will terminate (i)
immediately prior to the closing of the Initial Public Offering, or (ii) upon consummation of a
merger, reorganization or consolidation of the Company with any other corporation or entity in
which more than fifty percent (50%) of the voting control of the Company is transferred to a third
party or third parties.



ARTICLE 4.

RESTRICTIONS ON TRANSFERABILITY




     4.1 Restrictions. Any Restricted Securities (including securities issued in
respect thereof upon any stock split, stock dividend, recapitalization, merger consolidation or
similar event) will not be transferred (which term shall include any distribution to a member)
except upon the conditions specified in this Agreement (including, without limitation, the
conditions specified in any legend stamped or otherwise imprinted on any certificate representing
such Restricted Securities). Each Holder of Restricted Securities will cause any proposed
transferee of Restricted Securities held by that Holder to agree to take and hold those securities
subject to the provisions and upon the conditions specified in this Agreement.



19









 





     4.2 Restrictive Legend. Each certificate representing Restricted Securities will be
stamped or otherwise imprinted with a legend substantially in the following form (in addition to
any legend required under applicable state securities laws):




THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL (EXCEPT IN TRANSACTIONS IN
COMPLIANCE WITH RULE 144(K) UNDER THE SECURITIES ACT AND EXCEPT FOR TRANSFERS OF
SHARES TO AN AFFILIATE OF A HOLDER), WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE
ISSUER AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING
THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL
EXECUTIVE OFFICE OF THE CORPORATION.



     Upon request of a Holder of such a certificate, the Company will remove the foregoing legend
from the certificate or issue to such Holder a new certificate therefor free of any transfer
legend, if, (i) such legend is no longer required pursuant to Rule 144(k), or (ii) with such
request, the Company will have received either the opinion referred to in Section 4.3(i), if
reasonably requested, or the “no-action” letter referred to in Section 4.3(ii) to the effect that
any transfer by such Holder of the securities evidenced by such certificate will not violate the
Securities Act and applicable state securities laws.



     4.3 Notice of Proposed Transfers. The Holder of each certificate representing
Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of
this Section 4.3. Prior to any proposed transfer of any Restricted Securities (other than under
circumstances described in Sections 1.2, 1.3 and 1.4), the Holder thereof will give written notice
to the Company of such Holder’s intention to effect such transfer. Each such notice will describe
the manner and circumstances of the proposed transfer in sufficient detail, and will be accompanied
upon reasonable request (except in transactions in compliance with Rule 144(k) promulgated under
the Securities Act and except for transfers of shares to an Affiliate of Holder) by either: (i) a
written opinion of legal counsel to the Holder, which counsel shall be reasonably satisfactory to
the Company and its counsel, addressed to the Company and reasonably satisfactory in form and
substance to the Company’s counsel, to the effect that the proposed transfer of the Restricted
Securities may be effected without registration under the Securities Act, or (ii) a “no-action”
letter from the Commission to the effect that the distribution of such securities without
registration will not result in a recommendation by the staff of the Commission




20









 







that action be taken with respect thereto, whereupon the Holder of such Restricted Securities will
be entitled to transfer such Restricted Securities in accordance with the terms of the notice
delivered by such Holder to the Company. Each certificate evidencing the Restricted Securities
transferred as above provided will bear the restrictive legend set forth in Section 4.2, except
that such certificate will not bear such restrictive legend if the opinion of counsel or
“no-action” letter referred to above expressly indicates that such legend is not required in order
to establish compliance with the Securities Act or if such legend is no longer required pursuant to
Rule 144(k).




ARTICLE 5.
PURCHASE RIGHTS



     5.1 Purchase Rights for Units Held by Commercial Company Purchasers.



          (a) The Company shall have the right, at its sole option, to purchase two-thirds (2/3)
of the Common Units of the LoopNet LLC that were held by a Commercial Company Purchaser, or a
member of the LoopNet LLC which is an Affiliate of a Commercial Company, and acquired by such
Commercial Company Purchaser or Affiliate prior to or on
July 13, 2001 in the event that such
Commercial Company Purchaser or such Commercial Company which is affiliated with a member of the
LoopNet LLC shall be in default of performance (after expiration of any applicable notice and cure
period) of such Commercial Company’s obligations pursuant to the Exclusive Endorsement provisions,
as set forth and defined in the Commercial Company Agreement between such Commercial Company and
the Company; provided however, that: (i) one-half (1⁄2) of the Common Units of a Commercial Company
Purchaser or Affiliate of a Commercial Company which are subject to this Section 5.1 shall no
longer be subject to this Section 5.1, in respect of a default which occurs after each of (a)
November 17, 2001, and (b) November 17, 2002; (ii) none of such Common Units shall be subject to
purchase by the Company after the effectiveness of the Company’s Initial Public Offering; (iii)
none of such Common Units shall be subject to purchase by the Company if a Commercial Company
Competitor shall acquire fifty percent (50%) or more of the Company’s voting securities or elect
fifty percent (50%) or more of its Board of Directors, as a result of which change of control the
Commercial Companies shall have elected to terminate the Governance Board Agreement; and (iv) none
of such Common Units shall be subject to purchase by the Company if the Company shall be in
material breach of the Critical Site Controls set forth in the Governance Board Agreement (as such
term is therein defined) and the Governance Board shall have been terminated by the members thereof
pursuant to the terms of such Governance Board Agreement. The payment made in respect of Common
Units to be purchased by the Company shall be their Fair Market Value and shall be payable in cash
by the Company to the Commercial Company Purchaser, or a member of the LoopNet LLC which is an
Affiliate of such Commercial Company. Upon receipt of such cash payment, such Commercial Company
Purchaser, or Affiliate, shall transfer its Common Units to the Company.






21









 








          (b) The Company shall have the right, at its sole option, to purchase all of the
shares of Series F Preferred that are held by a Commercial Company Purchaser, or a member of the
LoopNet LLC which is an Affiliate of a Commercial Company, from and after the date hereof, in any
of the following circumstances:




               (i) such Commercial Company Purchaser shall be in default of performance (after
expiration of any applicable notice and cure period) of such Commercial Company’s Purchaser’s
obligations pursuant to the Exclusive Endorsement provisions, as set forth and defined in the
Commercial Company Agreement between such Commercial Company Purchaser and the Company, or



               (ii) the Commercial Company Agreement between such Commercial Company Purchaser and the
Company is terminated for any reason or expires without renewal or is terminated for any reason
other than for breach by the Company provided that the failure of the “Site Ranking Condition” as
specified therein shall not be deemed such a breach.


The purchase price per share for the shares of Series F Preferred shall be the Stated Price. Upon
receipt of the purchase price, the Commercial Company Purchaser or its Affiliate shall transfer the
shares of Series F Preferred so purchased to the Company. The right to purchase shares of Series F
Preferred pursuant to this subsection (b) shall terminate on November 19, 2089.




     5.2 Purchase Rights for Units Held by RealSelect.



          (a)
RealSelect Breach of Exclusivity Provision; Acquisition. If the Company shall have
terminated the RealSelect Commercial Agreement because RealSelect shall have
(i) breached the exclusivity provisions applicable to RealSelect set forth in Section 2.2 of the
RealSelect Commercial Agreement, or (ii) experienced a Special Change of Control, as defined in
Section 5.2(b), the Company shall have the option, but not the obligation, to purchase all or a
portion of up to ninety-five percent (95%) of the Common Units of the LoopNet LLC held by
RealSelect and the share of Series E Preferred that was held by RealSelect on July 13, 2001. The
payment made in respect of Common Units to be purchased by the Company shall be their Fair Market
Value and shall be payable in cash by the Company to RealSelect. The payment made in respect of the
share of Series E Preferred shall be its Stated Price. Upon receipt of such cash payment,
RealSelect shall transfer such Common Units to the Company and the holder of the share of Series E
Preferred shall transfer such share to the Company. Upon payment by the Company to RealSelect,
RealSelect shall pay the Company liquidated damages in the amount of fifty percent (50%) of the
Fair Market Value of such Common Units transferred to the Company, determined in accordance with
Section 5.4. RealSelect and the Company agree that such cash payment is not a penalty and is a
reasonable estimate of the damages that the Company would incur if either of the events referenced
in clause (i) or clause (ii) were to occur.




          (b) Special Change of Control of RealSelect. Any Change of Control (as defined in
Section 5.2(h)) of RealSelect, pursuant to which any Commercial Company




22









 




Competitor (as defined in the Commercial Company Agreement) shall be the acquiring company
shall be a “Special Change of Control” of RealSelect.




     (c) Other RealSelect Breach. If RealSelect shall have breached any material
provision of the RealSelect Commercial Agreement, other than as provided for in Section
5.2(a), and the Company shall have terminated the RealSelect Agreement as a result thereof in
accordance with the terms of the RealSelect Commercial Agreement, the Company shall have the
option, but not the obligation, to purchase all or a portion of up to seventy-five percent
(75%) of the Fair Market Value of the Common Units of the LoopNet LLC held by RealSelect and
the share of Series E Preferred that was held by RealSelect on
July 13, 2001. The payment for
the share of Series E Preferred shall be its Stated Price. The payment for a percentage of the
Common Units to be purchased by the Company shall be the Stated Price of a Common Unit and the
payment for the remaining percentage of the Common Units to be purchased by the Company shall
be the Fair Market Value of such Common Units in accordance with the following table:



PERCENTAGES
OF UNITS FOR WHICH PAYMENT IS:




	 	 	 	 	 	 	 	 	 
	Date of Termination	 	Stated Price	 	Fair Market Value
	Until 11/17/2001
	 	 	80	%	 	 	20	%
	11/18/2001-11/17/2002
	 	 	60	%	 	 	40	%
	11/18/2002-11/17/2003
	 	 	40	%	 	 	60	%
	11/18/2003 - or after
	 	 	20	%	 	 	80	%





For purposes of the foregoing and the other provisions of this Section, “Stated Price” and
“Fair Market Value” shall have the meanings set forth in Section 5.4.



Upon receipt of such cash payment, RealSelect shall transfer such Common Units to
the Company and the holder of the share of Series E Preferred shall transfer such
share to the
Company.




     (d) Company Breach of Exclusivity Provisions or Acquisition. If RealSelect
shall have terminated the RealSelect Commercial Agreement because the Company shall have (i)
breached the exclusivity provisions applicable to the Company set forth in Section 2.3 of the
RealSelect Commercial Agreement, or (ii) experienced a Special Change of Control, as defined
in Section 5.2(e), RealSelect shall have the option, but not the obligation, to sell, and
cause the Company to purchase, all or a portion of up to ninety-five percent (95%) of the
Common Units of the LoopNet LLC held by RealSelect and the share of Series E Preferred that
was held by RealSelect on July 13, 2001. Upon exercise of such option, the Company shall pay
the Fair Market Value of the Common Units to be purchased by the Company to RealSelect, and
shall pay the Stated Price of the share of Series E Preferred to the holder thereof. Such
payments shall









23









 




be payable in cash. Upon receipt of such payment RealSelect shall transfer such Common
Units to the Company and the holder of the share of Series E Preferred shall transfer such
share to the Company. In addition, the Company shall pay RealSelect liquidated damages in the
amount of fifty percent (50%) of the Fair Market Value of the Common Units purchased by the
Company. The Company and RealSelect agree that such cash payment is not a penalty and is a
reasonable estimate of the damages RealSelect would incur if either of the events referenced
in clause (i) or (ii) were to occur.




          (e) Special
Change of Control of Company. Any Change of Control of the Company
pursuant to which the acquiring company shall be (i) any Residential Company, or (ii) any
entity or person engaged, directly or indirectly, in the business of providing or publishing
on the Internet Residential Real Property listings, shall be a “Special Change of Control” of
the Company. For purposes of Section 5.2(e), a “Residential Company” means any corporation,
firm, partnership association or similar business interest which derives at least fifty
percent (50%) of its profits and at least $10 million in annual gross revenue from Residential
Real Property (as defined in the RealSelect Commercial Agreement) activities whether as a
brokerage firm, franchisor or transaction finance broker or underwriter or otherwise (or any
combination of one or more such activities) provided that for purposes of this definition,
“Residential Real Property” shall not include any property defined as “Commercial Real
Property” in the Commercial Company Agreement.




          (f) Other Company Breach. If the Company shall have breached any other
provision of the RealSelect Commercial Agreement other than as provided for in Section 5.2(d)
or 5.2(g) hereof and RealSelect shall have terminated the RealSelect Commercial Agreement as a
result thereof, RealSelect shall have the option, but not the obligation, to sell, and cause
the Company to purchase, all or a portion of up to seventy-five percent (75%) of Common Units
of the LoopNet LLC held by RealSelect and the share of Series E Preferred that was held by
RealSelect on July 13, 2001. The payment made for the share of Series E Preferred shall be its
Stated Price. The payment made for such Common Units to be purchased by the Company shall be a
percentage of the Fair Market Value of such Common Units in accordance with the following
table:




	 	 	 	 	 
	Date of Termination	 	Percentage of Fair Market Value
	Until 11/17/2001
	 	 	60	 
	11/18/2001-11/17/2002
	 	 	82	 
	11/18/2002-11/17/2003
	 	 	94	 
	11/18/2003 - or after
	 	 	100	 






24









 





Upon receipt of such cash payment, RealSelect shall transfer such Common Units to the
Company and the holder of the share of Series E Preferred shall transfer such share to the
Company.




          (g) Failure to Meet Minimum Listing Condition. If RealSelect shall terminate the
RealSelect Agreement due to the failure of the Company to meet the minimum listing requirements or
any other requirements set forth in Section 7.3 of the RealSelect Commercial Agreement, the Company
shall have the option, but not the obligation, to purchase all or a portion of up to seventy-five
percent (75%) of the Common Units of the LoopNet LLC held by RealSelect and the share of Series E
Preferred that was held by RealSelect on July 13, 2001. The payment to be made in respect of the
share of Series E Preferred shall be its Stated Price. The payment to be made in respect of
two-thirds of the Common Units to be purchased by the Company shall be its Stated Price of such
Common Units and the payment to be made for one-third of the Common Units to be purchased by the
Company shall be one-third of the Fair Market Value of such Common
Units. The payment shall be
payable in cash. Upon receipt of such cash payment, RealSelect shall transfer such Common Units to
the Company and the holder of the share of Series E Preferred shall transfer such share to the
Company.




          (h) Change of Control. For purposes of this Section 5, a “Change of Control” of
the Company or RealSelect (“Subject Company”) shall have occurred with respect to any transaction
when: (i) fifty percent (50%) or more of the beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended
from time to time) of the voting securities in the Subject Company, including, without limitation,
the power to vote on the election of the members of the Board of Directors, after such transaction
shall be acquired by persons and/or entities other than the beneficial owners of such voting
securities prior to the transaction; or (ii) fifty percent (50%) or more of the beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended from time to time) of equity in the Subject Company
after such transaction shall be acquired by persons and/or entities other than the beneficial
owners of equity in the Subject Company prior to such transaction; or (iii) fifty percent (50%) or
more of the assets of the Subject Company shall be sold or transferred in one or a series of
related transactions, except pursuant to a bona-fide pledge of assets as security in respect of one
or more ordinary business loans from one or more commercial lenders (which shall not be a loan by a
Commercial Company Competitor, as defined in the Commercial Company Agreement, in the case of
either the Company or RealSelect or a company engaged, directly or indirectly, in the an
Internet-based residential listing business in the case of the Company); provided, that any
foreclosure of any such loans which otherwise results in a Change of Control as described in this
paragraph (h) shall constitute a Change of Control. With respect to either Subject Company, a
change in the membership of its Board of Directors in the absence of any of the events described in
clause (i), (ii) or (iii) of this paragraph (h) shall not be deemed to be a “Change of Control”
hereunder.




25









 








          (i) Non-Renewal After Change of Control. If after a Change in Control of the
Company, NAR elects to terminate the NAR Commercial Company Agreement on any third anniversary of
such Change of Control and the NAR Commercial Company Agreement so terminates, the Company shall
have the option, but not the obligation, to purchase all or a portion of the Common Units of the
LoopNet LLC held by RealSelect and the share of Series E Preferred that was held by RealSelect on
July 13, 2001. If such termination occurs prior to or on
November 17, 2004, the Company may purchase
seventy-five percent (75%) of such Common Units: thirty-seven and one-half percent (37.5%) at the
Stated Price of such Common Units and thirty-seven and one-half percent (37.5%) at the Fair Market
Value of such Common Units. If such termination occurs after November 17, 2004, the Company may
purchase seventy-five percent (75%) of such Common Units: sixty percent (60%) at Fair Market Value
of such Common Units and fifteen percent (15%) at the Stated Price of such Common Units. The
payment made in respect of the Common Units to be purchased by the Company shall be made in cash by
the Company to RealSelect. The purchase price for the share of Series E Preferred shall be its
Stated Price. Upon receipt of such cash payment, RealSelect shall transfer such Common Units to the
Company and the holder of the share of Series E Preferred shall transfer such share to the Company.




          (j)
Effect of Exercise of Purchase Rights on Non-Competition
Covenants. The
exercise of purchase rights pursuant to this Section 5.2 shall have no effect upon the exclusivity
provisions of Section 2.2 and Section 2.3 of the RealSelect Commercial Agreement and the provisions
of such Sections shall continue to apply after such exercise as set forth therein.




          (k) Payment of Obligations Incurred in Purchases From Legally Available Funds.
The Company shall not be required to pay the obligations incurred by the Company in connection with
any purchase made under this Section 5.2 at any time such payment would be contrary to applicable
law; provided, however, that the Company shall use its commercially reasonable efforts to ensure
that if and when such payment is required, the Company shall be able to do so in accordance with
applicable law. Subject to the proviso in the immediately preceding sentence, the Company shall
consummate the payment promptly after any such disqualifications are no longer applicable.




          (i) Termination of Right to Purchase. The rights and obligations to purchase
Common Units of the LoopNet LLC held by RealSelect pursuant to this Section 5.2 shall terminate on
the November 19, 2089.




     5.3 Notice of Intent to Purchase/Notice of Intent to Sell. The Company shall
exercise its rights to purchase Common Units, the share of Series E Preferred or shares of Series F
Preferred pursuant to this Article 5 by giving the relevant Commercial Company Purchaser or
RealSelect (or holder thereof), as the case may be, notice of its intent to purchase (the “Notice
of Intent to Purchase”). Such Notice of Intent to Purchase shall set forth the breach giving rise
to the purchase right, the payment to be made to purchase, the number of shares intended to be
purchase, and the time and place for closing of the purchase. RealSelect shall exercise its options




26









 







to sell Common Units and the share of Series E Preferred pursuant to Section 5.2 by giving the
Company notice of its intent to sell (the “Notice of Intent to Sell”). Such Notice of Intent to
Sell shall set forth information that is comparable to the information required to be set forth in
the Notice of Intent to Purchase. The Notice of Intent to Purchase or Notice of Intent to Sell
shall be given in accordance with the notice provisions set forth in Section 5.4 of this Agreement.
The time for closing of the purchase shall be not less than ten (10) nor more than forty-five (45)
days after the giving of the Notice of Intent to Purchase or Notice of Intent to Sell, as the case
may be. Any exercise of a right to purchase or a right to sell under this Article 5 may only be
exercised by a written notice given within 90 days after the occurrence of the event giving rise to
such right.




     5.4 Purchase Price. The “Stated Price” for the Common Unit shall be $.001 per Unit.
The “Stated Price” for the share of Series E Preferred or any share of Series F Preferred shall be
$.001 per share. Fair Market Value of Common Units shall be determined as of the date of the Notice
of Intent to Purchase or the Notice of Intent to Sell, as the case may be, as follows: Prior to the
Initial Public Offering, if the Company and RealSelect or a Commercial Company Purchaser, as the
case may be, cannot agree upon the Fair Market Value, such parties shall select an investment
banker to determine Fair Market Value (and split the fee), but if they cannot agree on such
investment banker, then each of such parties shall select an investment banker and such investment
bankers shall jointly select a third investment banker (with each such party paying the fees of the
investment banker selected by it and splitting the fees of the third investment banker) and the
third investment banker shall determine Fair Market Value.



     5.5 Legend. The certificates representing any Common Units of the LoopNet LLC or any
shares of the Company that may become subject to a right to purchase or a right to cause a purchase
pursuant to this Agreement, shall bear the following legend:




THE UNITS (OR SHARES) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PURCHASE
RIGHTS OF THE ISSUER, PURSUANT TO AN INVESTOR RIGHTS AGREEMENT A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER AND MAY BE OBTAINED AT
NO COST, UPON REQUEST BY THE REGISTERED HOLDER HEREOF.



     The foregoing legend shall be removed at the request of the holder of any such securities when
all rights to purchase or to cause a purchase under this Article 5 shall have ceased to exist.



      5.6 Miscellaneous Provisions.




          (a) Any breach or default giving rise to any rights under this Article 5 shall only be
deemed to be a breach or default after any notice requirement and the expiration of any cure period
under the applicable agreement.




27









 








          (b) If the Series E Preferred or the Series F Preferred are converted into Special
Series A Preferred or Special Series B Preferred in accordance with the Company’s Articles of
Incorporation, as amended and restated, all references to Series E Preferred and Series F
Preferred, as the case may be, shall refer to Special Series A Preferred or Special Series B
Preferred, as the case may be.




ARTICLE 6.

LIMITED LIABILITY COMPANY PROHIBITIONS




     Without the consent of the other, neither the LoopNet LLC nor the PropertyFirst LLC
shall:



     (a) amend the following provisions of its operating agreement, or amend any other provisions
of its operating agreement which have the effect of amending the content or meaning of the
following provisions of its operating agreement:



          (i) the voting requirements as set forth in Section 7.2 of the operating agreement of
the LoopNet LLC and as set forth in Section 4.6 of the operating agreement of the PropertyFirst
LLC;




          (ii) the dissemination of financial information of the Company as set forth in Section
10.3 A. of the operating agreement of the LoopNet LLC and as set forth in Section 5.5 of the
operating agreement of the PropertyFirst LLC;




          (iii) the right of participation in sales by the Company as set forth in Section 10.4 of
the operating agreement of the LoopNet LLC and as set forth in Section 4.5 of the operating
agreement of the PropertyFirst LLC; and




          (iv) the provisions regarding the exercise of outstanding warrants and the contributions
of the proceeds received upon such exercise to the Surviving
Corporation set forth in Section 4.1
G. of the operating agreement of the LoopNet LLC and as set forth in Section 3.14 of the operating
agreement of PropertyFirst LLC;




     (b) terminate or dissolve if a claim for indemnification purposes has been asserted, pursuant
to the Merger Agreement, against such party and such claim has not been fully resolved or if the
period during which such claims may be asserted has not expired;



     (c) terminate or dissolve if such Series A Holder has issued warrants to purchase
membership interests or membership units therein and such warrants are still outstanding; or



     (d) distribute to its members or fail to retain sufficient capital stock of the Company if the
remaining assets may be insufficient to satisfy any pending indemnification claims asserted,



28









 




pursuant to the Merger Agreement, against such party or if the period during which such
claims may be asserted has not expired.




ARTICLE 7.

NEGOTIATION RIGHT




     7.1 Negotiation Right; Notice of Sale Transactions. In the event that the Company
shall either solicit or receive any offer or proposal from any third party (“Third Party”) to
acquire a majority of the then outstanding Equity Securities or all or substantially all of the
assets of the Company in one or a series of transactions (a “Sale Transaction”), the Company shall
give prompt notice thereof to RealSelect and provide RealSelect with the opportunity to make an
offer, within ten (10) days after RealSelect receives notice of the offer or proposal, to enter
into a Sale Transaction to acquire the Company at a price and for the type of consideration
specified by RealSelect (the “RealSelect Offer”).



     7.2 Negotiation Procedures. If RealSelect makes an offer during the ten-day notice
period provided pursuant to Section 7.1, and the Third Party (including one or more additional
Third Parties) subsequently makes a new or modified offer or proposal which the Company’s Board of
Directors deems preferable to RealSelect’s offer, the Company shall provide notice to RealSelect of
the new or revised Third Party Offer and shall give RealSelect an opportunity to revise
RealSelect’s offer, within three (3) business days of receipt by RealSelect of such notice. After
RealSelect has first been given an opportunity to respond to a new or revised Third Party offer or
proposal, the Company shall give RealSelect a further three (3) business day opportunity to revise
RealSelect’s offer in response to any further Third Party offer or proposal which, in the opinion
of the Company’s Board of Directors, involves (a) a change in the non-binding nature of an initial
proposal of a Third Party to a binding letter of intent (other than the natural progression from
non-binding letter of intent, to definitive agreement, to closing, whether or not conditions are
waived or modified), (b) a change in the type of consideration, or (c) an increase in consideration
payable or deliverable to the Company or its shareholders, often percent (10%) or more than the
last previous offer made by RealSelect (for transactions valued up to
$600 million), or an increase in consideration payable or deliverable to the Company or its
shareholders of five percent (5%) or more than the last previous offer made by RealSelect (for
transactions valued at $600 million or more). If there shall be any non-cash consideration in a
proposed Sale Transaction, the good faith determination of the Company’s Board of Directors shall
conclusively establish the relative value thereof.



     7.3
Discretion of Board. Upon compliance with, and subject to, the requirements for
negotiation under this Article 7, the Company’s Board of Directors shall accept or reject any offer
or proposal by RealSelect or a Third Party, in accordance with such Board’s view of the best
interests of the Company and its shareholders. For such purposes, the Company shall primarily
consider financial factors, but is not precluded from secondarily considering other factors that it
also deems relevant.



29









 






     7.4 Execution of Letter of Intent. From and after the execution of a letter of
intent between the Company and a Third Party, no increase in value of consideration resulting
solely from an appreciation of the price of the stock or other consideration offered by the Third
Party due to changed market conditions shall be deemed a new or modified offer by the Third Party
pursuant to this Article 7.



     7.5
Termination. The negotiation right in this Article 7 shall terminate upon the
occurrence of any of the following events:



          (a) April 24, 2004, except with respect to any offer or proposal for a Sale Transaction
which may be pending on such date;




          (b) If RealSelect shall be in default of any material provision of the RealSelect Commercial
Agreement after taking into account any notice and cure provisions thereof;




          (c) If the RealSelect Commercial Agreement shall be terminated for any reason other than for
breach by the Company. For purposes of this Section 7.5(b), the failure of the Company to satisfy
any of the criteria specified in Section 7.3 of the RealSelect Commercial Agreement shall not be
deemed a breach by the Company. In the event of the termination of the RealSelect Commercial
Agreement by RealSelect on account of breach by the Company, the negotiation right, if not
otherwise terminated, in accordance with this Section 7.5, shall thereafter terminate if
RealSelect, directly or indirectly, by itself or through one or more Affiliates, competes with the
Company in providing a commercial real estate listing service on the Internet;




          (d) Upon the effectiveness of a registration statement in respect of an Initial Public
Offering of the Company’s Common Stock; or




          (e) Upon a Change of Control of the Company.




     For purposes of Section 7.5(d), a “Change of Control” shall have occurred with respect to
any transaction when:



               (w) fifty percent (50%) or more of the beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended from time to time) of the voting securities in the Company after such transaction shall be
acquired by persons and/or entities other than the beneficial owners of voting securities in the
Company prior to the transaction; or



               (x) fifty percent (50%) or more of the beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended from time to time) of equity in the Company after such transaction shall be acquired by
persons and/or entities other than the beneficial owners of equity in the Company prior to such
transaction; or



30









 





               (y) fifty percent (50%) or more of the assets of the Company shall be sold or
transferred in one or a series of related transactions, except pursuant to a bona-fide pledge of
assets as security in respect of one or more ordinary business loans from one or more commercial
lenders (which shall not be a loan by a Commercial Company Competitor, as such term is defined in
the Commercial Company Agreement; provided, however, that a foreclosure of any such loans which
otherwise results in a Change of Control as described in this Section 7.5 shall constitute a Change
of Control).



ARTICLE 8.

MISCELLANEOUS




     8.1 Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of California as such laws are applied to agreements entered into and to be
performed entirely within California by California residents without regard to the conflict of laws
provisions thereof. The parties hereto agree to submit to the jurisdiction of the federal and state
courts of the State of California with respect to the breach or interpretation of this Agreement or
the enforcement of any and all rights, duties, liabilities, obligations, powers, and other
relations between the parties arising under this Agreement.



     8.2 Aggregation of Registrable Securities. Except where specifically provided
otherwise, all of the Registrable Securities held or acquired by affiliated entities or
persons, including any partners or members of any entity, will be aggregated together for all
purposes under this Agreement.



     8.3 Successors and Assigns. Except as otherwise expressly provided herein, the
provisions hereof will inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto; provided, however, that no party may
assign its rights and obligations hereunder without the consent of the other parties hereto except
in connection with the transfer of Equity Securities, provided that: (i) rights under Article 3 may
be assigned to Affiliates of such party; (ii) as long as a Holder of Series B Nonvoting Preferred
and any Affiliate of such Holder continue to hold at least 39,788 shares of Series B Nonvoting
Preferred, the rights under Section 2.1 may be assigned to an Affiliate of a Holder if such
Affiliate holds at least 19,894 shares of Series B Nonvoting Preferred and executes a
confidentiality agreement as provided for under Section 2.1(d); and (iii) as otherwise provided in
Section 1.9; provided further, however, that the negotiation right of RealSelect set forth in
Article 7 is not transferable (voluntarily or by operation of law) and the Series E Preferred and
the Series F Preferred (or the Special Voting Rights pertaining thereto, as set forth in the
Restated Articles) are not transferable (voluntarily or by operation of law) except in each case to
an Affiliate of RealSelect, or the Holder of such Series E Preferred or such Series F Preferred.



     8.4 Notices, Etc. All notices and other communications required or permitted hereunder
will be in writing and will be mailed by first-class mail, postage prepaid, or delivered either by
hand, by facsimile confirmed by the recipient or by messenger, or nationally recognized



31









 




overnight courier service, addressed (a) if to Series A Holder, addressed to such Series A Holder,
ATTN: those members of the Board of Directors of the Company that have been designated by that
Series A Holder pursuant to Section 2.2 hereof, (b) if to any Series C Holder, addressed to such
Series C Holder at the address listed on Exhibit A, or at such other address as such Series
C Holder will have furnished to the Company in writing, (c) if to Morgan Stanley Dean Witter Equity
Funding, Inc., addressed to Morgan Stanley Dean Witter Equity Funding, Inc., ATTN: James Keane,
1585 Broadway, 36th Floor, New York, NY 10006, with a copy to Andrew Siegel, Morgan Stanley & Co.
Incorporated, 1221 Avenue of the Americas, New York, NY 10021, (d) if to any other Holder of any
Registrable Securities, at such address as such Holder will have furnished the Company in writing
or, until any such Holder so furnishes an address to the Company, then to and at the address of the
last holder thereof who has so furnished an address to the Company, or (e) if to the Company, at
its address set forth at the end of this agreement or at such other address as the Company will
have furnished to the Holders in writing. Each such notice or other communication will for all
purposes of this Agreement be treated as effective or having been given when delivered if delivered
personally, by confirmed facsimile, or by messenger, or, if sent by mail, at the earlier of its
receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the
deposit of the United States mail addressed and mailed as aforesaid, or if sent by overnight
courier service, at 2 p.m. on the next business day after the same has been deposited with a
nationally recognized overnight courier prior to the deadline for next business day delivery
service.









     8.5
Entire Agreement; Amendment and Waiver. This Agreement, the Merger
Agreement (including all attached exhibits), the Purchase Agreement and the other documents
delivered pursuant to any of them constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof. Notwithstanding the preceding
sentence, those Holders that hold only Series C Preferred and/or Series C Warrants (or Common Stock
received upon the conversion of Series C Preferred) and that hold no other securities of the
Company shall not be subject to the provisions of the Merger Agreement (including all attached
exhibits) or the other documents delivered pursuant to it. This Agreement and any term hereof may be
amended, waived, discharged or terminated by a written instrument signed by the Company and Holders
of two-thirds of the Registrable Securities (determined, solely for purposes of this Section,
without regard to the exclusion set forth in clause (z) of the definition thereof in Section 1.1).
Notwithstanding the foregoing, the provisions of Sections 2.5 and 2.6 may be amended, waived,
discharged or terminated by a written instrument signed by the Company and the Holders of a
majority of the outstanding shares of Series C Preferred. Any amendment so effected will be binding
upon the Company and all other persons having any rights hereunder. Without the consent of each
Holder hereunder, no amendment of this Agreement shall adversely affect in a different manner the
relative rights of such Holder. The Series A Holders and the Series C Holders agree that they will
not amend the provisions of Section 1.10 with respect to Common Stock of the Company acquired in
the Initial Public Offering or Common Stock of the Company acquired in the open market after the
Initial Public Offering without the unanimous consent of (i) each Series C Holder and (ii) the
members of each Series A Holder. The written consent of ATGF II and Oak Associates VIII, LLC,
respectively,




32









 







shall be required for any amendment, waiver, discharge or termination of their observation rights
under Section 2.3. The written consent of the Commercial Companies, holding at least two-thirds of
the Registrable Securities then held by all of the Commercial Companies shall be required for any
amendment, waiver, discharge or amendment of Section 5.1. The written consent of RealSelect shall
be required for any amendment, waiver, discharge or termination of Section 5.2 or Article 7. No
delay or omission to exercise any right, power or remedy accruing to a party upon any breach or
default of another party under this Agreement will impair any such right, power or remedy, nor will
it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of
any similar breach or default thereafter occurring; nor will any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or thereafter occurring.




     8.6 Amendment and Restatement of Original IRA. This Agreement constitutes an amendment
and restatement of the Original IRA, which is an amendment and restatement of that certain Second
Amended and Restated Investor Rights Agreement, entered into between and among the Company and
certain shareholders of the Company, and dated November 19, 1999. The provisions contained in
Article 4 of that Second Amended and Restated Investor Rights Agreement with regard to sales by
Founders, including the provisions regarding the right of first refusal, the right of co-sale, the
failure to notify and the permitted and prohibited transfers, have been retained in substantially
the same form. Although not set forth herein, those provisions are now contained in Section 10.5 of
the operating agreement of LoopNet LLC and may be amended in accordance with the provisions for
amending the same set forth in such operating agreement. Notwithstanding anything to the contrary
contained herein, this Agreement shall only become effective upon obtaining the written consent, or
executed signature page of this Agreement, from the Company and the holders of two-thirds (2/3) of
the Registrable Securities (as defined in the Original IRA and described in Section 8.5 of the
Original IRA).



     8.7 Most Favored Treatment. If at any time the Company shall enter into an agreement,
or any side letter in respect of such agreement (each a “New Agreement”), with a Holder or any
future purchaser of securities of the Company (“Favored Holder”) with respect to the subject matter
of this Agreement containing any provision more favorable to such Favored Holder than the
corresponding provision in this Agreement is to any Holder or containing any provision with respect
to such subject matter for a benefit of such Favored Holder that does not have a corresponding
provision in this Agreement (each such type of provision in such agreement with the Favored Holder,
a “More Favorable Provision”) then, if so elected by the Holders of a majority of the Registrable
Securities in their sole discretion, this Agreement shall be deemed amended to contain such More
Favorable Provision as of the date of the New Agreement. The Company shall provide each Holder with
a copy of each New Agreement proposed from time to time to be entered into between the Company and
each Favored Holder, which copy shall be redlined to reflect the material differences between such
proposed agreement and this Agreement. The Holders shall have twenty (20) business days following
the Company’s giving of such redlined proposed agreement, within which to indicate to the Company
which of the More Favorable Provisions, if any, the Holders shall have elected to incorporate into
this Agreement.



33









 







The Company shall promptly advise each Holder of any amendment to this Agreement effected in
accordance with the provisions of this Section.



     8.8 Gender. The use of the neuter gender herein will be deemed to include the
masculine and the feminine gender, if the context so requires.



     8.9 Validity; Enforceability. In case any provision of this Agreement is declared
invalid or unenforceable, the validity, legality and enforceability of the remaining provisions
will not in any way be affected or impaired thereby.



     8.10 Counterparts. This Agreement may be executed in any number of counterparts, each
of which will be an original, but all of which together will constitute one instrument. This
Agreement, upon approval of the parties and their respective counsel, may be executed by an
exchange of facsimiles, followed by overnight delivery of hand copies.



     8.11 Waiver of Conflict of Interest. Each Holder and the Company are aware that
Berenbaum, Weinshienk & Eason, P.C. (“BWE”) has previously performed and will continue to perform
certain legal services for the Company, certain Holders and certain members of Holders, all in
matters unrelated to BWE’s representation of certain Holders in connection with the issuance of the
Series C Preferred. In connection with its previous representations, BWE may have obtained
confidential information of the Company or of such Holders that could be material to BWE’s
representation of that certain Holder and other investors in connection with the negotiation,
execution and performance of this Agreement, the Purchase Agreement and the other agreements. By
signing this Agreement, each Holder that has been previously represented by BWE and the Company
hereby acknowledge that the terms of this Agreement, the Purchase Agreement and the other
agreements executed in connection with the issuance of the Series C Preferred were negotiated
between the Holders and the Company and are fair and reasonable, and each such Holder and the
Company hereby waive any conflict of interest arising out of such representation or such possession
of confidential information. Each Holder previously represented by BWE and the Company further
represent that it has had the opportunity to be, or has been, represented by independent counsel in
giving the waivers contained in this Section.



     8.12 Aggregation and Allocation of Rights. Each Holder shall be entitled to aggregate
the Registrable Securities held by such Holder and its Affiliates for purposes of exercising any of
its rights pursuant to this Agreement, in which case Affiliates shall not be entitled to
duplicative rights hereunder (except in the case of delivery of the financial information in
Section 2.1), and each Holder shall be entitled to apportion such rights among itself and such
Affiliates in such proportions it deems appropriate.


[The remainder of this page has been intentionally left blank.]


34









 





     IN WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as of the
date first above written.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	LOOPNET, INC., a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard Boyle	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Richard Boyle	 	 
	 

	 	 	 	President & Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	SERIES A HOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	LOOPNET HOLDINGS LLC, a Delaware limited

liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Noel Fenton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Noel Fenton	 	 
	 

	 	 	 	Management Board Member	 	 
	 
	 	 	 	 	 	 
	 	 	PROPERTYFIRST, LLC, a Delaware limited

liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John Stanfill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	John Stanfill	 	 
	 

	 	 	 	Management Board Member	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




35









 





	 	 	 	 	 	 	 
	 	 	SERIES B NONVOTING HOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	MORGAN STANLEY DEAN WITTER EQUITY FUNDING, INC., a Delaware
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James T. Keane	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James T. Keane	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 







	 	 	 	 	 	 	 
	 	 	J.P. MORGAN SECURITIES
INC.,

 a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Perkins	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John Perkins	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signatures continue on next page]




SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT





36










 






	 	 	 	 	 	 	 	 	 
	 	 	SERIES C HOLDERS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	RUSTIC CANYON VENTURES, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Rustic Canyon Partners, LLC	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Tom Unterman	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Tom Unterman, Managing Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	STF III, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Nancy D. Burrus	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Nancy D. Burrus, General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BRENTWOOD ASSOCIATES IX, LP.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Brentwood IX Ventures,
L.L.C.	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jeffrey Brody	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Jeffrey Brody, Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	B. KIPLING HAGOPIAN & MARY ANN	 	 
	 	 	HAGOPIAN, TTEES UDT 3/25/88	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ B. Kipling Hagopian	 	 
	 	 	 	 	 	 	 
	 	 	 	 	B. Kipling Hagopian, Trustee	 	 
	 
	 	 	 	 	 	 	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




37









 





	 	 	 	 	 	 	 	 	 
	 	 	TRINITY VENTURES VI, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Trinity TVL VI, LLC,	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Kathleen A. Murphy	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathleen A. Murphy, Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TRINITY VI SIDE-BY-SIDE FUND, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Trinity TVL VI, LLC,	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Kathleen A. Murphy	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathleen A. Murphy, Member
	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




38









 





	 	 	 	 	 	 	 	 	 
	 	 	M&M VENTURE PARTNERS, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	The Marcus & Millichap Company	 	 
	 	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	William A. Millichap, President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	OAK INVESTMENT PARTNERS VIII, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Oak Associates VIII, LLC,	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Ann H. Lamont	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Ann H. Lamont, Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	OAK VIII AFFILIATES FUND, L. P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Oak VIII Affiliates, LLC,	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Ann H. Lamont	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Ann H. Lamont, Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TIMOTHY M. PENNINGTON
AND MELISSA J. PENNINGTON, AS
TRUSTEES OF THE PENNINGTON FAMILY REVOCABLE TRUST UA DATED MAY
23, 1984	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Timothy M. Pennington	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Timothy M. Pennington, Trustee	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




39









 





	 	 	 	 	 	 	 
	 	 	SERIES C HOLDERS:
	 
	 	 	 	 	 	 
	 	 	M&M Loop Holdings
LLC, a Delaware limited liability company
	 	 	 	 	 
	 	 	(Print or type name of shareholder)
	 

	 	By:
	 	The Marcus & Millichap Company,	 	 
	 

	 	 	 	Its Sole Member	 	 
	 	 	If an individual:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 
	 	 	 	 	 	 
	 	 	If not an individual:
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William A. Millichap	 	 
	 

	 	 	 	 	 	 
	 	 	(Signature)
	 
	 	 	 	 	 	 
	 	 	Print Name: William A. Millichap
	 
	 	 	 	 	 	 
	 	 	Its: President
	 	 	(Type or print capacity of the authorized signatory)
	 

	 	 	 	 	 	 





SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




40









 





	 	 	 	 	 	 	 
	 	 	Bergman Family, LLC
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Print or type name of shareholder)
	 
	 	 	 	 	 	 
	 	 	If an individual:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 
	 	 	 	 	 	 
	 	 	If not an individual:
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James R. Bergman	 	 
	 

	 	 	 	 	 	 
	 	 	(Signature)
	 
	 	 	 	 	 	 
	 	 	Print Name: James R. Bergman
	 
	 	 	 	 	 	 
	 	 	Its: Manager
	 	 	(Type or print capacity of the authorized signatory)






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




41









 





	 	 	 	 	 	 	 
	 	 	JOSEPH F. AZRACK
	 	 	 	 	 
	 	 	(Print or type name of shareholder)
	 
	 	 	 	 	 	 
	 	 	If an individual:
	 
	 	 	 	 	 	 
	 	 	/s/ Joseph F. Azrack	 	 
	 	 	 	 	 
	 	 	(Signature)
	 
	 	 	 	 	 	 
	 	 	If not an individual:
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 
	 	 	(Signature)
	 
	 	 	 	 	 	 
	 	 	Print Name:
	 
	 	 	 	 
	 	 
	 	 	Its: 
	 	 
	 	 	(Type or print capacity of the authorized signatory)
	 

	 	 	 	 	 	 





SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT  





42










 






	 	 	 	 	 	 	 	 	 
	 	 	FRANK J. CAUFIELD	 	 
	 	 	 	 	 
	 	 	(Print or type name of shareholder)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ Frank J. Caufield	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If not an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Print Name:	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	(Type or print capacity of the authorized signatory)	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




43









 








	 	 	 	 	 	 	 	 	 
	 	 	Freeman A. Lyle	 	 
	 	 	 	 	 
	 	 	(Print or type name of shareholder)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ Freeman A. Lyle	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If not an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Print Name:  	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	(Type or print capacity of the authorized signatory)	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT





44









 








	 	 	 	 	 	 	 
	 	 	John L. Stanfill and Betty C. Stanfill, Trustees of the
John L. Stanfill and Betty C. Stanfill Revocable Trust Dated 1/16/98	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Print or type name of shareholder)	 	 
	 
	 	 	 	 	 	 
	 	 	If an individual:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 	 	If not an individual:	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ John Stanfill
 

	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 	 	Print Name: John Stanfill	 	 
	 	 	Its: Trustee	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT






45









 








	 	 	 	 	 	 	 	 	 
	 	 	KATELL REVOCABLE TRUST OF 1999	 	 
	 	 	 	 	 
	 	 	(Print or type name of shareholder)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If not an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ GERALD L. KATELL	 	 
	 	 	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Print Name:	 	GERALD L. KATELL
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Its:	 	TRUSTEE	 	 
	 	 	 	 	 	 	 
	 	 	(Type or print capacity of the authorized signatory)	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




46









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Print or type name of shareholder)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If not an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ [ILLEGIBLE]	 	 
	 	 	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Print Name:	 	[ILLEGIBLE]
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Its:	 	MANAGING MEMBER	 	 
	 	 	 	 	 	 	 
	 	 	(Type or print capacity of the authorized signatory)	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




47









 

\






SAGECREST LIVING TRUST




	 	 	 	 	 
	 

	 	By:
	 	/s/ Frederick J. Warren 
	 

	 	 	 	 
	 

	 	 	 	Frederick J. Warren, Co-Trustee






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




48









 








	 	 	 	 	 	 	 	 	 
	 	 	The Miller Trust 1997	 	 
	 	 	 	 	 
	 	 	(Print or type name of shareholder)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If not an individual:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:  /s/ Donald John Miller	 	 
	 	 	 
	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Print
Name:  	Donald John Miller
	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Its: Trustee	 	 
	 	 	 
	 	 
	 	 	(Type or print capacity of the authorized signatory)	 	 






SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT




49










 








EXHIBIT A



Series C Holders



See Tab 1, Exhibit A