(617) 951-7050
Attn:
R. Newcomb Stillwell
Howard S. Glazer
Jane D. Goldstein
(V)
IF TO THE SPECTRUM INVESTORS, ADDRESSED AS
FOLLOWS:
c/o Spectrum Equity Investors
333 Middlefield Road
Suite 200
Menlo Park, CA 94025
Fax:
(415) 464-4601
Attn:
Brion Applegate
Benjamin Coughlin
with a copy to:
27
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Fax:
(617) 951-7050
Attn:
R. Newcomb Stillwell
Howard S. Glazer
Jane D. Goldstein
and
(VI)
IF TO A MANAGEMENT STOCKHOLDER, TO THE ADDRESS
SET FORTH ON SUCH MANAGEMENT STOCKHOLDER'S SIGNATURE PAGE HERETO.
(H)
RECAPITALIZATION, EXCHANGE, ETC. AFFECTING
THE COMPANY'S COMMON STOCK.
THE PROVISIONS OF THIS AGREEMENT SHALL APPLY, TO
THE FULL EXTENT SET FORTH HEREIN, WITH RESPECT TO ANY AND ALL SHARES OF COMMON
STOCK OF THE COMPANY OR ANY SUCCESSOR OR ASSIGN OF THE COMPANY (WHETHER BY
MERGER, CONSOLIDATION, SALE OF ASSETS, CONVERSION TO A CORPORATION OR OTHERWISE)
THAT MAY BE ISSUED IN RESPECT OF, IN EXCHANGE FOR, OR IN SUBSTITUTION OF, THE
COMMON STOCK AND SHALL BE APPROPRIATELY ADJUSTED FOR ANY DIVIDENDS, SPLITS,
REVERSE SPLITS, COMBINATIONS, RECAPITALIZATIONS, AND THE LIKE OCCURRING AFTER
THE DATE HEREOF.
(I)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE
SAME AGREEMENT.
(J)
SEVERABILITY.
IN THE EVENT THAT ANY ONE
OR MORE OF THE PROVISIONS CONTAINED HEREIN, OR THE APPLICATION THEREOF IN ANY
CIRCUMSTANCES, IS HELD INVALID, ILLEGAL, OR UNENFORCEABLE IN ANY RESPECT FOR ANY
REASON, THE VALIDITY, LEGALITY, AND ENFORCEABILITY OF ANY SUCH PROVISION IN
EVERY OTHER RESPECT AND OF THE REMAINING PROVISIONS CONTAINED HEREIN SHALL NOT
BE IN ANY WAY IMPAIRED THEREBY.
(K)
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED,
MODIFIED OR EXTENDED, AND THE PROVISIONS HEREOF MAY BE WAIVED, ONLY BY
RESOLUTION OF THE BOARD APPROVED BY (I) THE REQUISITE STOCKHOLDER MAJORITY AND
(II) SOLELY WITH RESPECT TO ANY AMENDMENT OF THIS AGREEMENT, THE MANAGEMENT
STOCKHOLDERS HOLDING IN THE AGGREGATE A MAJORITY OF THE THEN OUTSTANDING
RESTRICTED SHARES.
AT ANY TIME HEREAFTER, PERSONS ACQUIRING SHARES OR EMPLOYEE
OPTIONS MAY BE MADE PARTIES HERETO BY EXECUTING A SIGNATURE PAGE IN THE FORM
ATTACHED AS EXHIBIT A HERETO, WHICH SIGNATURE PAGE SHALL BE COUNTERSIGNED BY THE
COMPANY AND SHALL BE ATTACHED TO THIS AGREEMENT AND BECOME A PART HEREOF WITHOUT
ANY FURTHER ACTION OF ANY OTHER PARTY HERETO.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, IN THE EVENT THAT (A) THE COMPANY OR ANY SUCCESSOR OR ASSIGN
CONSOLIDATES WITH OR MERGES INTO ANY OTHER PERSON AND SHALL NOT BE THE
CONTINUING OR SURVIVING CORPORATION OR ENTITY IN SUCH CONSOLIDATION OR MERGER,
(B) THE COMPANY OR ANY SUCCESSOR OR ASSIGN TRANSFERS ALL OR SUBSTANTIALLY ALL OF
ITS PROPERTIES AND ASSETS TO ANY PERSON, OR (C) A SALE OF THE COMPANY IS
CONSUMMATED PURSUANT TO SECTION 3 AND THE INVESTORS AND/OR MANAGEMENT
STOCKHOLDERS RECEIVE NON-PUBLICLY TRADED EQUITY SECURITIES IN CONNECTION WITH
SUCH TRANSACTION, THEN IN THE CASE OF EITHER (A) OR (B), PROPER PROVISION