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EXHIBIT 99.1
SITESMITH, INC.
STOCKHOLDER WRITTEN CONSENT
The undersigned stockholder of SiteSmith, Inc., a Delaware corporation
("SiteSmith"), hereby votes such stockholder's shares with respect to the
proposal set forth below in the manner indicated.
RESOLUTION #1 - ADOPTION OF THE MERGER AGREEMENT; ADOPTION OF THE ESCROW
AGREEMENT; APPOINTMENT OF ESCROW REPRESENTATIVE.
VOTING INSTRUCTION: ALL STOCKHOLDERS SHOULD VOTE ON THE MATTER SET FORTH BELOW.
PLEASE MARK YOUR VOTE, AS IN THIS EXAMPLE [X].
To approve and adopt the Agreement and Plan of Merger (the "AGREEMENT"), in
the form attached as ANNEX [ ] to the Information Statement/Prospectus (the
"INFORMATION STATEMENT/PROSPECTUS") dated October __, 2000, by and between
Metromedia Fiber Network, Inc., a Delaware corporation ("METROMEDIA"),
Aqueduct Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Metromedia ("Sub") and SiteSmith, Inc. ("SITESMITH"), pursuant
to which Sub will be merged with and into SiteSmith, after which SiteSmith
will be the surviving entity (the "MERGER"), and the arrangements
contemplated thereunder, including, without limitation, the indemnification
obligations of the stockholders of SiteSmith pursuant to Article VII of the
Agreement, which adoption of the Agreement shall also serve as approval and
adoption of the Escrow Agreement, in the form attached as ANNEX [ ]to the
Information Statement/Prospectus, and the arrangements contemplated
thereunder, including the appointment of Mark F. Spagnolo as the
representative of the stockholders in administering claims against the escrow
fund; PROVIDED, HOWEVER, that the officers of SiteSmith are hereby authorized
to make such changes and amendments to the Agreement, and any and all
agreements and documents attached thereto as exhibits or contemplated
thereby, including the Escrow Agreement, as they may deem necessary or
appropriate.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
RESOLUTION # 2 - CONVERSION OF PREFERRED STOCK.
VOTING INSTRUCTION: ALL PREFERRED STOCKHOLDERS SHOULD VOTE ON THE MATTER SET
FORTH BELOW. PLEASE MARK YOUR VOTE, AS IN THIS EXAMPLE [X].
To convert the shares of SiteSmith Series A preferred stock, SiteSmith Series B
preferred stock and SiteSmith Series C preferred stock, respectively, into
SiteSmith common stock, as set forth in Article IV(B)(4) of SiteSmith's Fourth
Amended and Restated Certificate of Incorporation, which conversion shall be
effective immediately prior to the consummation of the merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
RESOLUTION # 3 - TERMINATION OF AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT.
VOTING INSTRUCTION: ALL PREFERRED STOCKHOLDERS, MARV TSEU, ROBERT RYAN AND
DAN RASMUSSEN SHOULD VOTE ON THE MATTER SET FORTH BELOW. PLEASE MARK YOUR VOTE,
AS IN THIS EXAMPLE [X].
To terminate the Amended and Restated Investor Rights Agreement, dated
July 20, 2000, by and among SiteSmith and certain holders of SiteSmith
Series A preferred stock, Series B preferred stock and Series C preferred
stock, which termination shall be effective immediately prior to the
consummation of the merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE SHARES REPRESENTED BY THIS CONSENT WILL BE TREATED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN AND THIS CONSENT IS PROPERLY SIGNED AND DELIVERED TO
SITESMITH, WILL BE TREATED AS CONSENTING "FOR" THE PROPOSAL SET FORTH ABOVE. THE
ACTIONS TAKEN BY THIS CONSENT SHALL HAVE THE SAME FORCE AND EFFECT AS IF TAKEN
AT ANY MEETING OF THE STOCKHOLDERS OF SITESMITH, DULY CALLED AND CONSTITUTED
PURSUANT TO THE LAWS OF THE STATE OF DELAWARE.
PLEASE FAX THIS CONSENT USING THE ENCLOSED RETURN FACSIMILE COVER PAGE TO:
ELIZABETH HOLMES, VENTURE LAW GROUP, (650) 233-8386; AND RETURN THE ORIGINAL IN
THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE TO: ELIZABETH HOLMES, VENTURE LAW
GROUP, 2800 SAND HILL ROAD, MENLO PARK, CA 94025.
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If signing as attorney, executor, trustee or guardian, please give your
full title as such. If shares are held jointly, each owner should sign.
Dated: __________ __, ____
_________________________________ ___________________________________
(Please Type or Print Name) (Please Type or Print Name)
_________________________________ ___________________________________
(Signature) (Signature)
Number of Shares of SiteSmith Common Stock Owned by Stockholder: _____________
Number of Shares of SiteSmith Series A Preferred Stock Owned
by Stockholder: _____________
Number of Shares of SiteSmith Series B Preferred Stock Owned
by Stockholder: _____________
Number of Shares of SiteSmith Series C Preferred Stock Owned
by Stockholder: _____________
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