Prospectus Summary

EX-10.5 16 f89225orexv10w5.txt EXHIBIT 10.5 EXHIBIT 10.5 REDENVELOPE, INC. AMENDED AND RESTATED VOTING AGREEMENT This Amended and Restated Voting Agreement (the "Agreement") is made as of April 17, 2002, by and among RedEnvelope, Inc., a Delaware corporation (the "Company"), the holders of Series A Preferred Stock and Common Stock listed on Exhibit A (the "Stockholders"), the prior purchasers of Preferred Stock of the Company listed on Exhibit B hereto (the "Prior Investors") and the new investors listed on Exhibit C hereto (the "New Investors"). The Prior Investors and the New Investors are referred to herein collectively as the "Investors" and each individually as an "Investor". RECITALS The Company, certain of the Stockholders and the Prior Investors entered into an Amended and Restated Voting Agreement on July 17, 2000 (the "Existing Agreement"). The Company and the Investors have entered into a Series F Preferred Stock Purchase Agreement (the "Purchase Agreement") of even date herewith pursuant to which the Company desires to sell to the New Investors and the New Investors desire to purchase from the Company shares of the Company's Series F Preferred Stock. A condition to the New Investors' obligations under the Purchase Agreement is that the Company, the Stockholders and the Prior Investors amend and restate in its entirety the Existing Agreement in the manner set forth herein, for the purpose of setting forth the terms and conditions pursuant to which the parties shall vote their shares of the Company's voting stock in favor of certain designees to the Company's Board of Directors. The Company, the Stockholders and the Prior Investors desire to induce the New Investors to purchase shares of Series F Preferred Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth below. AGREEMENT The parties hereby agree as follows: 1. Voting Agreement. 1.1 Election of Directors. (a) Prior to each election of directors, the holders of Series F Preferred Stock shall nominate one director (the "Series F Nominee"), the holders of Series E Preferred Stock shall nominate one director (the "Series E Nominee") which Series E Nominee shall be designated by Direct Equity Partners I, L.P. ("DEP") for so long as DEP continues to hold at least 1,500,000 shares of Series E Preferred Stock (as such figure shall be adjusted to take into account any stock split or stock dividend or other recapitalization of the capital stock of the Company), the holders of Series C Preferred Stock shall nominate one director (the "Series C Nominee"), the holders of Series B Preferred Stock shall nominate one director (the "Series B Nominee") and the holders of Series A Preferred Stock and Common Stock shall nominate one director (the "Series A/Common Nominee"). At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, each of the Investors and the Stockholders hereby agree to vote all voting securities owned or controlled by them to elect as director: (i) the Series F Nominee, which shall be nominated by the holders of greater than two-thirds of the Series F Preferred Stock as of the date of this Agreement; (ii) the Series E Nominee, which shall be Claire Gruppo as of the date of this Agreement; (iii) the Series C Nominee, which shall be Michael Moritz as of the date of this Agreement; (iv) the Series B Nominee, which shall be Jackie MacDonald as of the date of this Agreement; (v) the Series A/Common Nominee, which shall be Michael Dunn as of the date of this Agreement; (vi) the individual acting as Chief Executive Officer at the time of the election (the "CEO Nominee"), which person shall be Alison May as of the date of this Agreement; (vii) one individual nominated by a majority of the then-existing Board of Directors, which individual shall be Pat Connolly as of the date of this Agreement; and (viii) one individual who shall have relevant industry experience and shall be acceptable to the Series E Nominee, Series F Nominee, Series C Nominee, Series B Nominee and the Series A/Common Nominee, which individual shall be Hilary Billings as of the date of this Agreement. (b) Neither the Company, the Investors, the Stockholders, nor any officer, director, stockholder, partner, employee or agent of any such party, makes any representation or warranty as to the fitness or competence of any nominee hereunder to serve on the Board of Directors of the Company by virtue of execution of this Agreement or by the act of such Investor or Stockholder in voting for such nominee pursuant to this Agreement. (c) At any time prior to any meeting (or written action in lieu of a meeting) of the stockholders of the Company at or by which directors are to be elected, a party having a right to nominate a director hereunder shall notify the other parties in writing of its nominee, but in the absence of any such notification it shall be presumed that an incumbent -2- nominee has been redesignated. The Series F Nominee may not be removed except by a vote of greater than two-thirds of the shares of Series F Preferred Stock then outstanding. The Series E Nominee may not be removed except by a vote of greater than 65% of the shares of Series E Preferred Stock then outstanding or DEP (for so long as DEP is entitled to designate the Series E Nominee pursuant to Section 1.1(a)). The Series C Nominee may not be removed except by a vote of greater than 50% of the shares of Series C Preferred Stock then outstanding. The Series B Nominee may not be removed except by a vote of greater than 50% of the shares of Series B Preferred Stock then outstanding. The Series A/Common Nominee may not be removed except by vote of greater than 50% of the shares of Series A Preferred Stock and Common Stock then outstanding, voting together as one class. (d) In the event of the resignation, death, removal or disqualification of any of the nominees set forth in Section 1.1(a) above, the Stockholders, Investors or other parties (as the case may be), who nominated such nominee as set forth in Section 1.1(a) above, shall promptly nominate a new director, and, after written notice of the nomination has been given to the other parties, each Investor and Stockholder shall vote its shares of capital stock of the Company to elect such nominee to the Board of Directors. 1.2 Class Voting. If a class vote is required from the holders of Series A Preferred Stock, then such holders agree that: (i) they will convert their shares of Series A Preferred Stock to Common Stock prior to such vote or (ii) they will vote as directed by and in accordance with the holders of a majority of all Series of the Company's Preferred Stock (other than those excepted specifically by operation of the Company's Certificate of Incorporation or by agreement) other than the votes of the Series A Preferred Stock. 1.3 Renouncement of Dissenters' Rights. If at any time hereafter, the Company's Board of Directors resolves to engage in a merger or other business combination transaction to be qualified as a pooling of interests for accounting purposes, the Investors and the Stockholders hereby agree not to exercise dissenters' rights with respect thereto. 1.4 Termination of Voting Agreement. The provisions of this Agreement shall terminate and be of no further force and effect upon the effective date of a Qualified Public Offering (as defined in the Investors' Right Agreement of even date herewith by and between the Company, the Investors and the Founders, the "Investors' Rights Agreement") or upon a Liquidation Transaction (as defined in the Investors' Rights Agreement) of the Company. 1.5 Removal. The holders of Series F Preferred Stock, the holders of Series E Preferred Stock or DEP (for so long as DEP is entitled to designate the Series E Nominee pursuant to Section 1.1(a)), the holders of the Series C Preferred Stock or the holders of the Series B Preferred Stock and the holders of the Series A Preferred Stock and Common Stock, as the case may be, may remove their respective designated director other than the Company's Chief Executive Officer at any time and from time to time, with or without cause (subject to the Bylaws of the Company as in effect from time to time and any requirements of law), in their sole discretion, and after written notice to each of the parties hereto of the new nominee to replace such director and, with respect to a nominee pursuant to Section 1.1(a)(vii) or 1.1(a)(viii) above, after such nominee has been approved by the Company's directors in accordance with such -3- Section 1.1(a)(vii) or 1.1(a)(viii) as applicable, each Investor and Stockholder shall promptly vote its shares of capital stock of the Company to elect such nominee to the Board of Directors. 1.6 Legend. Each certificate representing shares of the Company's capital stock held by Investors or Stockholders or any assignee of the Investors or Stockholders shall bear the following legend: "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT." At any time following the termination of this Agreement in accordance with Section 1.4 above, any holder of a stock certificate legended pursuant to this Section 1.5 may surrender such certificate to the Company for removal of the legend. 2. Miscellaneous. 2.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any of the Preferred Stock or any Common Stock issued upon conversion thereof). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 2.2 Governing Law. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of laws. 2.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 2.5 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally, or 24 hours after prepaid deposit, by overnight courier or sent by telegram or fax after confirmation of receipt of such transmission, or as of 5 business days after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party's address as set forth below or on Exhibit A or Exhibit B hereto, or as subsequently modified by written notice, if such notice is sent to the Company, with a copy to Keith A. Miller, Venture Law Group, 2775 Sand Hill Road, Menlo Park, California 94025. -4- 2.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Preferred Stock of the Company; provided, however, that no amendment of this agreement that affects the ability of a series of Preferred Stock or party hereto to nominate or remove a director as set forth in Section 1.1 above shall be effective unless approved by the holders of a majority of the shares of such series or, in the case of the Series F Preferred Stock, the holders of greater than two-thirds of the Series F Preferred Stock then outstanding or, in the case of DEP (for so long as DEP is entitled to designate the Series E Nominee pursuant to Section 1.1(a)), the consent of DEP. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each party to this Agreement and each transferee of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Common Stock of the Company held by such parties. 2.7 Severability. Any provision of this Agreement which is held to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision is held to be invalid or unenforceable, such provision shall be construed by the appropriate judicial body by limiting or reducing it to the minimum extent necessary to make it legally enforceable. 2.8 No Revocation. The voting agreements contained herein are coupled with an interest and may not be revoked during the term of this Agreement. 2.9 Addition of Investors. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Series F Preferred Stock pursuant to Section 1.2 (c) of the Purchase Agreement, any acquiror of such shares of Series F Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an "Investor'" hereunder. 2.10 Termination of Existing Agreement. This Agreement contains the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. The Company and the signatories to this Agreement, as the holders of at least a majority of the Preferred Stock of the Company, hereby agree that the Existing Agreement is hereby amended and restated in its entirety by this Agreement, and the Existing Agreement shall be of no further force or effect. 2.11 Remedies. The parties acknowledge and agree that in the event of any breach of this Agreement, remedies at law will be inadequate, and each party hereto shall be entitled to specific performance of the obligations of the other parties hereto and to such appropriate injunctive relief as may be granted by a court of competent jurisdiction. 2.12 Company Efforts. The Company agrees to use reasonable efforts to cooperate with the parties hereto in the implementation of this Agreement, including noticing -5- and calling meeting and issuing certificates and otherwise cooperating generally in the implementation hereof. [SIGNATURE PAGES FOLLOW] -6- The parties have executed this Amended and Restated Voting Agreement as of the date first above written. COMPANY: REDENVELOPE, INC. By: /s/ Alison L. May _________________________________ Name: Alison L. May _______________________________ Title: President & CEO ______________________________ INVESTOR: MOUSSENVELOPE, L.L.C. By: Moussescapade, L.P., Managing Member By: Moussescribe, its General Partner By: /s/ Charles Heilbronn _____________________ Charles Heilbronn President Address: c/o Mousse Partners Limited 9 West 57th Street New York, New York 10019 WESTON PRESIDIO CAPITAL III, L.P. By: /s/ James B. Illegible _________________________________ Name: James B. Illegible _______________________________ Title: General Partner ______________________________ Address: WPC ENTREPRENEUR FUND, L.P. By: /s/ James B. Illegible _________________________________ Name: James B. Illegible _______________________________ Title: General Partner ______________________________ Address: SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT SEQUOIA CAPITAL IX SEQUOIA CAPITAL ENTREPRENEURS FUND SEQUOIA CAPITAL IX PRINCIPALS FUND By: SC IX Management, LLC A Delaware Limited Liability Company General Partner of Each By: Illegible _____________________ Managing Member Address: SEQUOIA CAPITAL FRANCHISE FUND SEQUOIA CAPITAL FRANCHISE PARTNERS By: SCFF Management, LLC A Delaware Limited Liability Company General Partner of Each By: Illegible _____________________ Managing Member Address: ATRIUM VENTURE PARTNERS, L.P. By Atrium Ventures LLC. General Partner By: /s/ Jonathan E. Rattner _________________________________ Name: Jonathan E. Rattner _______________________________ Title: Chief Operating Officer ______________________________ Address: 3000 Sand Hill Rd. #2-240 Menlo Park, CA 94025 SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT CAMELOT VENTURES LLC By: /s/ Nicholas Illegible _________________________________ Name: Nicholas Illegible _______________________________ Title: CFO ______________________________ Address: SIPPL MACDONALD VENTURES II, L.P. By: /s/ Glenn C. Myers _________________________________ Name: Glenn C. Myers _______________________________ Title: CFO ______________________________ Address: 1422 El Camino Real Menlo Park, CA 94025 SIPPL MACDONALD VENTURES III, L.P. By: Glenn C. Myers _________________________________ Name: Glenn C. Myers _______________________________ Title: CFO ______________________________ Address: /s/ Peter Baltaxe ______________________________________ PETER BALTAXE Address: /s/ Douglas Bertozzi ______________________________________ DOUGLAS BERTOZZI Address: SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT /s/ Anthony P. Brenner ______________________________________ ANTHONY P. BRENNER Address: 1466 Greenwich Street San Francisco, CA 94109 CAPITAL RESEARCH & MANAGEMENT COMPANY, ON BEHALF OF SMALL CAP WORLD FUND, INC. By: /s/ Illegible _________________________________ Name: _______________________________ Title: ______________________________ Address: /s/ Patrick Connolly ______________________________________ PATRICK CONNOLLY Address: GCC REDENVELOPE By: /s/ R. Ian Chaplin _________________________________ Name: R. Ian Chaplin _______________________________ Title: Partner ______________________________ Address: 716 La Illegible La Jolla, CA 92037 /s/ Jamie Cheng ______________________________________ Jamie Cheng Address: 98 Outlook Circle Pacifica, CA 94044 SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT DOUGERY VENTURES By: /s/ John R. Dougery _________________________________ Name: _______________________________ Title: President ______________________________ Address: JOHN R. DOUGERY AND MARILYN R. DOUGERY, TRUSTEES FOR THE DOUGERY REVOCABLE TRUST By: /s/ John R. Dougery _________________________________ Name: /S/ Marilyn R. Dougery _______________________________ Title: Trustee ______________________________ Address: JOHN R. DOUGERY, TRUSTEE FOR THE JOHN R. DOUGERY JR. TRUST By: /s/ John R. Dougery _________________________________ Name: _______________________________ Title: TRUSTEE ______________________________ Address: SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT JOHN R. DOUGERY, TRUSTEE FOR THE KATHRYN ANN DOUGERY TRUST By: /s/ John R. Dougery _________________________________ Name: _______________________________ Title: Trustee ______________________________ Address: JOHN R. DOUGERY, TRUSTEE FOR THE SHELLY DOUGERY TRUST By: /s/ John R. Dougery _________________________________ Name: _______________________________ Title: Trustee ______________________________ Address: MARILYN R. DOUGERY, TRUSTEE FOR THE MARILYN R. DOUGERY SEPARATE PROPERTY TRUST By: /s/ Marilyn R. Dougery _________________________________ Name: _______________________________ Title: Trustee ______________________________ Address: MARILYN R. DOUGERY, TRUSTEE OF THE ROLAPP TRUST By: /s/ Marilyn R. Dougery _________________________________ Name: _______________________________ Title: Trustee ______________________________ SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT By: /s/ Craig Foley _____________________ CRAIG FOLEY Address: FOLEY 7 LOCUST LANE BRONXVILLE, NY 10708 By: /s/ Seymour F. Kaufman _____________________ SEYMOUR F. KAUFMAN Address: Crosslink Capital #2 Embarcadero Center Suite 2200 San Francisco, CA 94111 By: /s/ Michael P. Lazarus _____________________ MICHAEL P. LAZARUS Address: THE ADAM AND REBECCA MARKMAN TRUST, ADAM AND REBECCA MARKMAN AS TTEE U/A/T DATED 5/12/99 By: /s/ Adam Markman _________________________________ Name: Adam Markman _______________________________ Title: Trustee ______________________________ Address: SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT By: /s/ David Markman _____________________ DAVID MARKMAN Address: MICHAEL L. MEYER LIVING TRUST By: /s/ Michael L. Meyer _________________________________ Name: Michael L. Meyer Living Trust _______________________________ Title: Trustee ______________________________ Address: 1757 Ocean Way Laguna Bend, CA 92651 By: /s/ William D. Michelini _____________________ WILLIAM D. MICHELINI Address: W. DEXTER PAINE, III AND SUSAN L. PAINE, TRUSTEES OF PAINE FAMILY TRUST, UDT DATED 10/13/94, AS AMENDED By: Paine Family Trust _________________________________ Name: /s/ Illegible _______________________________ Title: Trustee ______________________________ Address: SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT PHILLIPS-SMITH SPECIALTY RETAIL GROUP III, L.P. By: Phillips-Smith Management Company, L.P., its General Partner _________________________________ By: /s/ Cece Smith _________________________________ Name: Cece Smith _______________________________ Title: Managing General Partner ______________________________ Address: 5080 Spectrum Drive Suite 805 West Addison, TX 75001 /s/ Paul Sagan ______________________________________ PAUL SAGAN Address: 5 Sunset Ridge Lexington, MA 02421 SENIORTRAK, INC. By: /s/ Lee M. Caudill _________________________________ Name: Lee M. Caudill _______________________________ Title: President ______________________________ Address: 1080 Chestnut St, #16A San Francisco, CA 94109 /s/ Jarom Smith ______________________________________ JAROM SMITH Address: SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT /s/ Michael Stark ______________________________________ MICHAEL STARK Address: Crosslink Capital Two Embarcadero Center, Suite 2200 San Francisco, CA 94111 /s/ Barry S. Sternlicht ______________________________________ BARRY S. STERNLICHT BARRY S. STERNLICHT FAMILY SPRAY TRUST I By: /s/ Barry S. Sternlicht _________________________________ Name: _______________________________ Title: ______________________________ Address: BARRY S. STERNLICHT FAMILY SPRAY TRUST II By: /s/ Barry S. Sternlicht _________________________________ Name: _______________________________ Title: ______________________________ Address: BARRY S. STERNLICHT FAMILY SPRAY TRUST III By: /s/ Barry S. Sternlicht _________________________________ Name: _______________________________ Title: ______________________________ Address: SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT /s/ Warren Struhl ______________________________________ WARREN STRUHL Address: 21 Chestnut Court Englewood, NJ 07631 /s/ Henry L. Wilder ______________________________________ HENRY L. WILDER Address: WILLIAM OBERNDORF, TRUSTEE OF THE WILDER FAMILY FUND DATED APRIL 5, 1999 By: /s/ William Oberndorf _________________________________ Name: William Oberndorf _______________________________ Title: Trustee, Wilder Family Fund ______________________________ Address: 591 Redwood Hwy. # 3215 Mill Valley, CA 94941 SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT DIRECT EQUITY PARTNERS, L.P. By: /s/ Claire Gruppo _________________________________ Name: Claire Gruppo _______________________________ Title: President ______________________________ Address: Attn: Claire Gruppo Direct Equity Partners 60 East 42nd Street Suite 3810 New York, NY 10165 By: /s/ Martin McClanan _____________________ Martin McClanan Address: 128 3rd Ave. San Francisco, CA 94118 By: /s/ Robert May _____________________ ROBERT MAY Address: 1230 18th St. San Francisco, CA 94107 SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT EXHIBIT A STOCKHOLDERS R. Ian Chaplin 716 La Canada La Jolla, CA 92037 Scott Galloway 3467 21st San Francisco, CA 94110 Hilary Billings RedEnvelope, Inc. 201 Spear Street, 3rd Floor San Francisco, CA 94105 Sippl Macdonald Ventures II, L.P. c/o Jacqueline A. Macdonald 4600 Bohannon Drive, Suite 110 Menlo Park, CA 94025 Dougery Ventures, LLC c/o John R. Dougery Dougery Ventures, LLC 165 Santa Ana Avenue San Francisco, CA 94125 Michael L. Meyer Living Trust c/o Michael L. Meyer 660 Newport Center Drive, Suite 800 Newport Beach, CA 92660 FWH Associates Attn: Warren Hellman Hellman & Friedman One Maritime Plaza, 12th Floor San Francisco, CA 94111 5 S Ventures LLC c/o K.B. Chandrasekhar 21591 Regnart Road Cupertino, CA 95014 M. Hannah Sullivan 41 Nevada Street San Francisco, CA 94110 A-1 Kanwal S. Rekhi and Ann H. Rekhi, As the Trustees of the Rekhi Family Trust Dated 12/15/89 16150 Hillvale Avenue Monte Sereno, CA 95030 Pat Connolly Williams Sonoma, Inc. 3250 Van Ness Avenue San Francisco, CA 94109 Robert May 1230 18th Street San Francisco, CA 94107 Adam Markman Green Street Advisors 567 San Nicholas Drive, Suite 203 Newport Beach, CA 92660 David Markman 4223 West Redondo Beach Boulevard Suite A Lawndale, CA 90260 Paul Sagan Akamai Technologies, Inc. 201 Broadway, 4th Floor Cambridge, MA 02139 Gregory J. Hartman and Sally Upjohn Hartman Westbrook Partners 155 Prospect Avenue Woodside, CA 94062 W. Dexter Paine, III and Susan L. Paine, Trustees of Paine Family Trust, UDT dated October 13, 1994, as amended c/o Fox, Paine & Company 950 Tower Lane, Suite 1950 Foster City, CA 94404 Peter Baltaxe 2425 Buchanan Street, Apt. 201 San Francisco, CA 94115 Douglas Bertozzi 1641 Sixth Avenue, #3 Belmont, CA 94002 A-2 Jamie Cheng 3967 Nobel Drive, #254 San Diego, CA 92122 Arno Harris 564 Appleberry Drive San Rafael, CA 94903 Benjamin Blakely 3425 Lebon Drive #814 San Diego, CA 92122 Karen Chen 173 Saturn Street San Francisco, CA 94112 Kristine Dang 655 Steiner Street #203 San Francisco, CA 94117 Jennifer MacDonald 3123 Jarvis Street San Diego, CA 92106 William D. Michelini 41 Nevada Street San Francisco, CA 94110 Jawad Mohammad 4444 West Point Loma Blvd. #23 San Diego, CA 92107 Jarom Smith 2335 Fair Oak Court Escondido, CA 92026 The Community Trust Under the Green Family Trust U/T/A Dated November 6, 1995, Trustee Joshua L.Green c/o Joshua L. Green 25 Magnolia Drive Atherton, CA 94027 VLG INVESTMENTS 1999 Elias J. Blawie c/o Venture Law Group 2800 Sand Hill Road Menlo Park, CA 94025 A-3 Henry Wilder 3301 Tripp Road Woodside, CA 94062 Mercedes Feller 15 Daffodil Lane Mill Valley, CA 94941 SeniorTrak, Inc. 1080 Chestnut Street #16A San Francisco, CA 94109 Lorena Vidrio 1165 Bellingham Dr. San Jose, CA 95121 Elizabeth Herrick 2155 Scott St. #5 San Francisco, Ca 94115 Michelle Mendiola 2155 Ocean Ave. San Francisco, CA 94127 Peter Aaronson 402 Stoney Brook Ct. Danville, CA 94506 Marc Svenby 4138 17th Street San Francisco, CA 94115 Gary Steuck 2838 Cross Country Circle Verona, WI 53593 Nancy Pilotte 207 Villa Terrace San Mateo, CA 94401 A-4 EXHIBIT B SCHEDULE OF PRIOR INVESTORS Henry L. B. Wilder 3301 Tripp Road Woodside, CA 94062 Sippl Macdonald Ventures II, L.P. c/o Jacqueline A. Macdonald 4600 Bohannon Drive, Suite 110 Menlo Park, CA 94025 John R. Dougery and Marilyn R. Dougery, Trustees for the Dougery Revocable Trust c/o John R. Dougery Dougery Ventures 165 Santa Ana Avenue San Francisco, CA 94125 Dougery Ventures, LLC c/o John R. Dougery Dougery Ventures, LLC 165 Santa Ana Avenue San Francisco, CA 94125 John R. Dougery, Trustee for the Shelley Dougery Trust c/o John R. Dougery Dougery Ventures 165 Santa Ana Avenue San Francisco, CA 94125 John R. Dougery, Trustee for the John R. Dougery, Jr. Trust c/o John R. Dougery Dougery Ventures 165 Santa Ana Avenue San Francisco, CA 94125 John R. Dougery, Trustee for the Kathryn Ann Dougery Trust c/o John R. Dougery Dougery Ventures 165 Santa Ana Avenue San Francisco, CA 94125 B-1 Marilyn R. Dougery, Trustee for the Marilyn R. Dougery Separate Property Trust c/o John R. Dougery Dougery Ventures 165 Santa Ana Avenue San Francisco, CA 94125 Marilyn R. Dougery, Trustee of the Rolapp Trust c/o John R. Dougery Dougery Ventures 165 Santa Ana Avenue San Francisco, CA 94125 Michael L. Meyer Living Trust c/o Michael L. Meyer 660 Newport Center Drive, Suite 800 Newport Beach, CA 92660 Warren Hellman Hellman & Friedman One Maritime Plaza, 12th Floor San Francisco, CA 94111 William D. Michelini Director, Business Development 911 Gifts, Inc. 832 Sansome Street, Suite 300 San Francisco, CA 94111 5 S Ventures LLC c/o K. B. Chandrasekhar 21591 Regnart Road Cupertino, CA 95014 M. Hannah Sullivan 41 Nevada Street San Francisco, CA 94110 Ellen Hancock President and CEO Exodus Communications 2831 Mission College Boulevard Santa Clara, CA 95054 B-2 Kanwal S. Rekhi and Ann H. Rekhi, As the Trustees of the Rekhi Family Trust Dated 12/15/89 16150 Hillvale Avenue Monte Sereno, CA 95030 Pat Connolly Williams Sonoma, Inc. 3250 Van Ness Avenue San Francisco, CA 94109 Robert May 1230 18th Street San Francisco, CA 94107 Adam Markman Green Street Advisors 567 San Nicholas Drive, Suite 203 Newport Beach, CA 92660 David Markman 4223 West Redondo Beach Boulevard Suite A Lawndale, CA 90260 Paul Sagan Akamai Technologies, Inc. 201 Broadway, 4th Floor Cambridge, MA 02139 Gregory J. Hartman and Sally Upjohn Hartman Westbrook Partners 155 Prospect Avenue Woodside, CA 94062 W. Dexter Paine, III and Susan L. Paine, Trustees of Paine Family Trust, UDT dated October 13, 1994, as amended c/o Fox, Paine & Company 950 Tower Lane, Suite 1950 Foster City, CA 94404 VLG INVESTMENTS 1999 Elias J. Blawie c/o Venture Law Group 2800 Sand Hill Road Menlo Park, CA 94025 B-3 The Community Trust Under the Green Family Trust U/T/A Dated November 6, 1995, Trustee Joshua L. Green c/o Joshua L. Green 25 Magnolia Drive Atherton, CA 94027 Paul H. Stephens and Eleanor M. Stephens, Trustees U/T/A dated 7/6/98 c/o RS Investment Management 555 California Street, Suite 2500 San Francisco, CA 94104 George R. Hecht TTEE FBO P. Bart Stephens UTA dated 12/22/83 c/o RS Investment Management 555 California Street, Suite 2500 San Francisco, CA 94104 George R. Hecht TTEE FBO W. Brad Stephens UTA dated 12/22/83 c/o RS Investment Management 555 California Street, Suite 2500 San Francisco, CA 94104 Sequoia Capital IX Sequoia Capital Angel Fund Sequoia Capital IX Partners Fund Sequoia Capital Franchise Fund Sequoia Capital Franchise Partners c/o Michael Moritz Sequoia Capital 3000 Sand Hill Road Building 4, Suite 280 Menlo Park, CA 94025 AMB Property, L.P. 505 Montgomery San Francisco, CA 94111 Attn: Tamra Browne Angel (Q) Investors, L.P. c/o Casey McGlynn Wilson Sonsini 650 Page Mill Road Palo Alto, CA 94304 B-4 Barry Sternlicht Starwood Hotels & Resorts Worldwide 777 Westchester Avenue White Plaines, NY 10604 Anthony P. Brennar Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 Seymour F. Kaufman Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 Michael Stark Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 Tom Bliska Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 Dan Dunn Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 Jason Sanders Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 Jason Duckworth Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 B-5 Gerri Holt Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 John S. Perkins Omega Venture Partners, Inc. 555 California Street Suite 2350 San Francisco, CA 94104 James B. McElwee Weston Presidio Capital 343 Sansome Street, Suite 1210 San Francisco, CA 94104-1316 Michael P. Lazarus Weston Presidio Capital 343 Sansome Street, Suite 1210 San Francisco, CA 94104-1316 Barry S. Sternlicht Family Spray Trust I Barry S. Sternlicht Family Spray Trust II Barry S. Sternlicht Family Spray Trust III Phillips-Smith Specialty Retail Group III, L.P. Craig J. Foley Weston Presidio Capital III, L.P. WPC Entrepreneur Fund, L.P. Stephen J. Brownell Mark W. Lindsay RE General Partnership Tsakopoulos Family Partnership Galloway & Chaplin Capital B-6 Sippl Macdonald Ventures III, L.P. Angel (Q) Investors II, L.P. Angel Investors II, L.P. The K.B. and Sukanya Chandrasekhar Living Trust dated August 26, 1998 Anthony Brenner Mary M. Sullivan Trust Sequoia Capital Entrepreneurs Fund Sequoia Capital IX Principals Fund Hybrid Venture Partners, L.P. Direct Equity Partners I, L.P. SMALLCAP World Fund, Inc. Atrium Venture Partners L.P. Warren Struhl Crown Technologies Partners Camelot Ventures, LLC B-7 EXHIBIT C LIST OF NEW INVESTORS Moussenvelope, L.L.C. Weston Presidio Capital III, L.P. WPC Entrepreneur Fund, L.P. Sequoia Capital Entrepreneurs Fund Sequoia Capital Franchise Fund Sequoia Capital Franchise Partners Sequoia Capital IX Sequoia Capital IX Principals Fund Atrium Venture Partners, L.P. Camelot Ventures LLC Sippl Macdonald Ventures II, L.P. Sippl Macdonald Ventures III, L.P. Peter Baltaxe Douglas Bertozzi Anthony P. Brenner Clipperbay & Co., Nominee for SMALLCAP World Fund, Inc. Patrick Connolly GCC RedEnvelope Jamie Cheng Dougery Ventures John R. Dougery and Marilyn R. Dougery, Trustees for the Dougery Revocable Trust John R. Dougery, Trustee for the John R. Dougery Jr. Trust John R. Dougery, Trustee for the Kathryn Ann Dougery Trust John R. Dougery, Trustee for the Shelley Dougery Trust Marilyn R. Dougery, Trustee for the Marilyn R. Dougery Separate Property Trust Marilyn R. Dougery, Trustee of the Rolapp Trust Craig Foley Seymour F. Kaufman C-1 Michael P. Lazarus The Adam and Rebecca Markman Trust, Adam and Rebecca Markman as TTEE U/A/T dated 5/12/99 David Markman Michael L. Meyer Living Trust William D. Michelini W. Dexter Paine, III and Susan L. Paine, Trustees of Paine Family Trust, UDT dated 10/13/94, as amended Phillips-Smith Specialty Retail Group III, L.P. Paul Sagan SeniorTrak, Inc. Jarom Smith Michael Stark Barry S. Sternlicht Barry S. Sternlicht Family Spray Trust I Barry S. Sternlicht Family Spray Trust II Barry S. Sternlicht Family Spray Trust III Warren Struhl Henry L. Wilder William Oberndorf, Trustee of the Wilder Family Fund dated April 5, 1999 Direct Equity Partners, L.P. Martin McClanan Robert May C-2