EXHIBIT 2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of October 9, 2000 (this
"AGREEMENT"), by and among Metromedia Fiber Network, Inc., a Delaware
corporation (the "PARENT"), and the stockholders of SiteSmith, Inc., a Delaware
corporation (the "COMPANY"), listed on the signature pages hereto (each, a
"STOCKHOLDER" and, collectively, the "STOCKHOLDERS").
WHEREAS, the Parent and the Company propose to enter into an
Agreement and Plan of Merger, dated as of the date hereof (the "MERGER
AGREEMENT"), which provides for, among other things, the merger of a
wholly-owned subsidiary of the Parent with and into the Company (the "MERGER");
WHEREAS, as of the date hereof, the Stockholders are holders
of record or Beneficially Own (as defined below) shares of common stock, par
value $.0001 per share, of the Company ("COMPANY COMMON STOCK"), shares of
Series A Convertible Preferred Stock, par value $.0001 per share, of the Company
("COMPANY SERIES A PREFERRED STOCK"), shares of Series B Convertible Preferred
Stock, par value $.0001 per share, of the Company ("COMPANY SERIES B PREFERRED
STOCK"), and/or shares of Series C Convertible Preferred Stock, par value $.0001
per share, of the Company ("COMPANY SERIES C PREFERRED STOCK" and, together with
the Company Common Stock, the Company Series A Preferred Stock and the Company
Series B Preferred Stock, the "COMPANY STOCK"); and
WHEREAS, as a condition to the willingness of the Parent to
enter into the Merger Agreement, the Parent has required that each Stockholder
agree, and in order to induce the Parent to enter into the Merger Agreement,
each Stockholder has agreed, severally and not jointly, to enter into this
Agreement with respect to all of the shares of Company Stock now held of record
or Beneficially Owned, and which may hereafter be acquired, by such Stockholder
(collectively, the "SHARES").
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
SECTION 1.1 GENERAL. Capitalized terms used and not defined
herein have the respective meanings ascribed to them in the Merger Agreement.
SECTION 1.2 BENEFICIAL OWNERSHIP. For purposes of this
Agreement, "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any
securities shall mean "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing.
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ARTICLE II
VOTING
SECTION 2.1 VOTING AGREEMENT. Each of the Stockholders hereby
agrees as follows:
(a) in a written consent of the stockholders of the
Company in lieu of a meeting (the "WRITTEN CONSENT"), which shall be prepared
and delivered to each Stockholder by the Company as promptly as practicable
after the Registration Statement Effective Date pursuant to the terms of the
Merger Agreement, and with respect to any Shares held of record or Beneficially
Owned by such Stockholder, to consent to the approval and adoption of the Merger
Agreement and the Merger;
(b) to execute the Written Consent and deliver it to
the Parent within one Business Day after receipt thereof by such Stockholder;
(c) if the Company fails to deliver the Written
Consent to such Stockholder, to appear, or cause the holder of record on any
applicable record date with respect to any Shares Beneficially Owned by such
Stockholder (the "RECORD HOLDER") to appear, in person or by proxy, for the
purpose of obtaining a quorum at any annual or special meeting of the
Stockholders of the Company and at any adjournment thereof at which matters
relating to the Merger Agreement and the Merger are considered, and to vote or
cause to be voted by the Record Holder, in person or by proxy, the Shares held
of record or Beneficially Owned by such Stockholder in favor of approval and
adoption of the Merger Agreement and the Merger;
(d) to vote, or cause to be voted by the Record
Holder, the Shares held of record or Beneficially Owned by such Stockholder,
against (and, with respect to such Shares, not to consent to) any proposal for
any extraordinary corporate transaction, such as a recapitalization,
dissolution, liquidation or sale of assets of the Company or any merger,
consolidation or other business combination (other than the Merger) between the
Company and any Person (other than the Parent or a Parent Subsidiary) or any
other action or agreement in each case in this Section 2.1(d) that is intended
or that reasonably could be expected to (x) result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement, (y) result in any of the conditions to the Company's
obligations under the Merger Agreement not being fulfilled, or (z) impede,
interfere with, delay, postpone or materially adversely affect the Merger and
the transactions contemplated by the Merger Agreement; and
(e) Notwithstanding the foregoing, nothing in this
Agreement shall limit or restrict Stockholder from (i) acting in Stockholder's
capacity as a director or officer of the Company, to the extent applicable, it
being understood that this Agreement shall apply to Stockholder solely in
Stockholder's capacity as a stockholder of the Company or (ii) voting in
Stockholder's sole discretion on any matter other than those referred to in
Section 2.1.
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3
SECTION 2.2 IRREVOCABLE PROXY. Concurrently with the execution
and delivery of this Agreement, each Stockholder is delivering to the Parent a
duly executed proxy in the form attached hereto as Annex I (each, a "PROXY")
with respect to any Shares held of record or Beneficially Owned by such
Stockholder, and each Stockholder hereby revokes any and all prior proxies or
powers of attorney with respect to such Shares.
SECTION 2.3 NO OWNERSHIP INTEREST. Nothing contained in this
Agreement shall be deemed to vest in the Parent any direct or indirect ownership
or incidence of ownership of or with respect to any Shares. All rights,
ownership and economic benefits of and relating to the Shares shall remain and
belong to the Stockholders, and the Parent shall have no authority to manage,
direct, restrict, regulate, govern or administer any of the policies or
operations of the Company or exercise any power or authority to direct the
Stockholders in the voting of any of the Shares except as otherwise provided
herein, or the performance of the Stockholders' duties or responsibilities as
stockholders of the Company.
SECTION 2.4 EVALUATION OF INVESTMENT. Each Stockholder, by
reason of its knowledge and experience in financial and business matters,
believes himself/itself capable of evaluating the merits and risks of the
investment in shares of Parent Common Stock contemplated by the Merger
Agreement. Each of the Stockholders acknowledges his/its receipt and review of a
copy of the Merger Agreement and the Parent's annual report on Form 10-K for the
fiscal year ended December 31, 1999, the Parent's Proxy Statement dated April
26, 2000, and each report and registration statement filed with the Securities
and Exchange Commission by the Parent on Forms 10-Q and 8-K since December 31,
1999.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each of the Stockholders hereby represents and warrants,
severally and not jointly, to the Parent as follows:
SECTION 3.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Such
Stockholder has all necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. Where such Stockholder is a corporation,
partnership or other entity, the execution and delivery of this Agreement by
such Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby have been duly and validly authorized by the board of
directors or other governing body of such Stockholder, and no other proceedings
on the part of such Stockholder are necessary to authorize this Agreement or to
consummate such transactions. Where such Stockholder is an individual, such
individual has the capacity to enter into this Agreement. This Agreement has
been duly and validly executed and delivered by such Stockholder and, assuming
the due authorization, execution and delivery by the other parties hereto,
constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, except to the
extent enforceability may be limited by
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4
bankruptcy, insolvency, moratorium or other similar laws affecting creditors'
rights generally or by general principles governing the availability of
equitable remedies.
SECTION 3.2 NO CONFLICT. (a) The execution and delivery of
this Agreement by such Stockholder does not, and the performance of this
Agreement by such Stockholder shall not, (i) where such Stockholder is a
corporation, partnership or other entity, conflict with or violate the
organizational documents of such Stockholder, (ii) conflict with or violate any
agreement, arrangement, law, rule, regulation, order, judgment or decree to
which such Stockholder is a party or by which such Stockholder (or the Shares
held of record or Beneficially Owned by such Stockholder) is bound or affected,
or (iii) result in any breach of or constitute a default (or an event that with
notice or lapse or time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any of the Shares held of record or
Beneficially Owned by such Stockholder pursuant to any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which such Stockholder is a party or by which such
Stockholder (or the Shares held of record or Beneficially Owned by such
Stockholder) is bound or affected, except, in the case of clauses (ii) and (iii)
of this Section 3.2(a), for any such conflicts, violations, breaches, defaults
or other occurrences that would not prevent the performance by such Stockholder
of its obligations under this Agreement.
(b) The execution and delivery of this Agreement by
such Stockholder does not, and the performance of this Agreement by such
Stockholder shall not, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental entity except for
applicable requirements, if any, of federal or state securities and antitrust
laws and except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent the performance by such Stockholder of its obligations under this
Agreement.
SECTION 3.3 TITLE TO THE SHARES. As of the date hereof, such
Stockholder is the record or Beneficial Owner of the Shares listed underneath
the name of such Stockholder on such Stockholder's signature page hereto. The
Shares listed underneath the name of such Stockholder on such Stockholder's
signature page hereto are all the securities of the Company either held of
record or Beneficially Owned by such Stockholder as of the date hereof. Such
Stockholder has not appointed or granted any proxy, which appointment or grant
is still effective, with respect to the Shares held of record or Beneficially
Owned by such Stockholder. The Shares listed underneath the name of such
Stockholder on such Stockholder's signature page hereto are owned free and clear
of all Liens, other than Liens under applicable Law or as expressly provided in
this Agreement.
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5
ARTICLE IV
COVENANTS OF EACH STOCKHOLDER
SECTION 4.1 NO INCONSISTENT AGREEMENTS. Each Stockholder
hereby represents, warrants, covenants and agrees that, except as contemplated
by this Agreement and the Merger Agreement, such Stockholder has not and shall
not, and shall use its reasonable best efforts not to permit any Person under
such Stockholder's control (including any Record Holder) to, enter into any
voting agreement or grant a proxy or power of attorney with respect to the
Shares held of record or Beneficially Owned by such Stockholder that, in either
case, is inconsistent with this Agreement.
SECTION 4.2 TRANSFER OF TITLE. Each Stockholder hereby
covenants and agrees that such Stockholder will not, prior to the termination of
this Agreement, either directly or indirectly, offer or otherwise agree to sell,
assign, pledge, hypothecate, transfer, exchange or dispose of any Shares or
options, warrants or other convertible securities to acquire or purchase Company
Stock (collectively, "DERIVATIVE SECURITIES") or any other securities or rights
convertible into or exchangeable for shares of Company Stock, owned either
directly or indirectly by such Stockholder or with respect to which such
Stockholder has the power of disposition, whether now or hereafter acquired,
without the prior written consent of the Parent (PROVIDED, that nothing
contained herein will be deemed to restrict the exercise or conversion of
Derivative Securities outstanding on the date hereof), unless the Person to whom
the Shares or Derivative Securities have been sold, assigned, pledged,
hypothecated, transferred, exchanged or disposed agrees to be bound by this
Agreement as if a party hereto. Each Stockholder hereby agrees and consents to
the entry of stop transfer instructions by the Company against the transfer of
any Shares inconsistent with the terms of this Section 4.2.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 NO SOLICITATION. Each Stockholder hereby covenants
and agrees that, from the date hereof until the Effective Time or, if earlier,
the termination of the Merger Agreement in accordance with its terms and except
in each case to the extent permitted or contemplated by the Merger Agreement,
such Stockholder, in its capacity as a stockholder of the Company, (a) shall not
have, or shall immediately terminate any discussions with, any third party
concerning an Acquisition Proposal, and (b) shall not, and shall not permit any
officer, director, employee, partner, controlled Affiliate, investment banker,
attorney, accountant or other agent (in such agency capacity) of the Stockholder
to, directly or indirectly, (i) solicit, engage in discussions or negotiate with
any Person (whether such discussions or negotiations are initiated by the
Stockholder or otherwise) or take any other action intended or designed to
facilitate the efforts of any Person other than the Parent relating to an
Acquisition Proposal, (ii) provide information with respect to the Company or
any of the Company Subsidiaries to any Person other than the Parent relating to
a possible Acquisition Proposal by any Person other than the Parent, (iii) enter
into an agreement with any Person other than the Parent providing for a
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6
possible Acquisition Proposal, or (iv) make or authorize any statement,
recommendation or solicitation in support of any possible Acquisition Proposal
by any Person other than by the Parent.
SECTION 5.2 TERMINATION. This Agreement shall terminate upon
the earlier to occur of (a) the Effective Time, (b) the termination of the
Merger Agreement in accordance with its terms, and (c) as to any Stockholder,
the written agreement of the Parent and such Stockholder to terminate this
Agreement as to such Stockholder. Upon such termination, no party hereto shall
have any further obligations or liabilities hereunder; PROVIDED, HOWEVER, that
nothing in this Agreement shall relieve any party hereto from liability for the
breach of any of its representations, warranties, covenants and agreements set
forth in this Agreement prior to such termination.
SECTION 5.3 ADDITIONAL SHARES. If, after the date hereof, a
Stockholder acquires the right to vote any additional shares of Company Stock
(any such shares shall be referred to herein as "ADDITIONAL SHARES"), including,
without limitation, upon exercise or conversion of any Derivative Security or
through any stock dividend or stock split, the provisions of this Agreement
applicable to the Shares shall be applicable to such Additional Shares as if
such Additional Shares had been outstanding Shares of such Stockholder as of the
date hereof. The provisions of the immediately preceding sentence shall be
effective with respect to Additional Shares without action by any Person
immediately upon the acquisition by such Stockholder of record or Beneficial
Ownership of such Additional Shares.
SECTION 5.4 SPECIFIC PERFORMANCE. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
SECTION 5.5 ENTIRE AGREEMENT. This Agreement, together with
the Affiliate Letters in the form attached as an exhibit to the Merger
Agreement, if and to the extent entered into by a Stockholder and the Parent,
constitutes the entire agreement between the Parent and each Stockholder with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, between the Parent and each Stockholder
with respect to the subject matter hereof.
SECTION 5.6 AMENDMENT. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.
SECTION 5.7 SEVERABILITY. If any term or other provision of
this Agreement is adjudicated by a court of competent jurisdiction invalid,
illegal or incapable of being enforced by reason of any rule or law, or public
policy, all other terms and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic and legal substance of
this Agreement is not affected in any manner materially adverse to any party
hereto. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
<PAGE>
7
parties as closely as possible to the fullest extent permitted by applicable law
in a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated.
SECTION 5.8 NOTICES. All notices and other communications
given or made pursuant hereto shall be in writing and shall be deemed to have
been duly given or made and shall be effective upon receipt, if delivered
personally, upon receipt of a transmission confirmation if sent by facsimile
(with a confirming copy sent by overnight courier) and on the next business day
if sent by Federal Express, United Parcel Service, Express Mail or other
reputable overnight courier to the parties at the following addresses (or at
such other address for a party as shall be specified by notice) provided in
accordance with this Section 5.8:
If to a Stockholder, to the address set forth on such
Stockholder's signature page hereto.
If to the Parent, to:
Metromedia Fiber Network, Inc.
c/o Metromedia Company
One Meadowland Plaza
East Rutherford, NJ 07073
Attention: Arnold L. Wadler
Facsimile: (201) 531-2803
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
Attention: Douglas A. Cifu, Esq.
Facsimile: (212) 757-3990
SECTION 5.9 GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such state without giving
effect to the provisions thereof relating to conflicts of law.
SECTION 5.10 JURISDICTION; VENUE. Each party hereto
irrevocably submits to the jurisdiction of the courts of the State of Delaware
in respect of the interpretation and enforcement of the provisions of this
Agreement, and in respect of the transactions contemplated by this Agreement,
and hereby waives, and agrees not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement of this Agreement, that it is
not subject to this Agreement or that such action, suit or proceeding may not be
brought or is not maintainable in said courts or that the venue thereof may not
be appropriate or that this Agreement may not be enforced in or by such courts,
and each party hereto irrevocably agrees that all claims with respect to such
action, suit or proceeding shall be heard and determined in such a courts of the
State of
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8
Delaware. Each party hereby consents to and grants any such court jurisdiction
over the person of such parties and over the subject matter of such dispute and
agree that mailing of process or other papers in connection with any such
action, suit or proceeding in the manner provided in Section 5.8 or in such
other manner as may be permitted by law, shall be valid and sufficient service
thereof.
SECTION 5.11 SEVERAL OBLIGATIONS OF STOCKHOLDERS. The
obligations of the Stockholders hereunder shall be "several" and not either
"joint" or "joint and several." Without limiting the generality of the
foregoing, under no circumstances will any Stockholder have any liability or
obligation with respect to any misrepresentation or breach of covenant of any
other Stockholder.
SECTION 5.12 COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, each of the Stockholders and the Parent
have caused this Agreement to be duly executed on the date hereof.
METROMEDIA FIBER NETWORK, INC.
By: /s/ Silvia Kessel
---------------------------------------
Name: Silvia Kessel
Title: Executive Vice President
<PAGE>
STOCKHOLDER:
SPAGNOLO 2000 TRUST
By: /s/ Karen C. Cathey
---------------------------------------
Name: Karen C. Cathey
Title: Trustee
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 405,000
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 0
ADDRESS: P.O Box 387
McKinney, TX 75070
<PAGE>
STOCKHOLDER:
SPAGNOLO EXTENDED FAMILY TRUST
By: /s/ Karen C. Cathey
---------------------------------------
Name: Karen C. Cathey
Title: Trustee
NUMBER OF SHARES OF COMPANY
COMMON STOCK: 144,000
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 0
ADDRESS: P.O Box 387
McKinney, TX 75070
<PAGE>
STOCKHOLDER:
/s/ Mark F. Spagnolo
---------------------
Mark F. Spagnolo
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 860,525
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 0
ADDRESS: 841 Creekwood Circle
Fairview, TX 75069
<PAGE>
STOCKHOLDER:
BEDROCK CAPITAL PARTNERS I, L.P.
By: Bedrock General Partner I, L.L.C.
By: /s/ James McLean
---------------------------------------
Name: James McLean
Title: Managing Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 2,786,070
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 1,951,029
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 874,670
ADDRESS: James McLean
Bedrock Capital Partners
c/o ComVentures
505 Hamilton Avenue
Suite 305
Palo Alto, CA 94301
<PAGE>
STOCKHOLDER:
CREDIT SUISSE FIRST BOSTON
BEDROCK FUND, L.P.
By: Bedrock General Partner I, L.L.C.,
Its Attorney in Fact
By: /s/ James McLean
---------------------------------------
Name: James McLean
Title: Managing Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 116,730
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 81,744
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 36,647
ADDRESS: James McLean
Bedrock Capital Partners
c/o ComVentures
505 Hamilton Avenue
Suite 305
Palo Alto, CA 94301
<PAGE>
STOCKHOLDER:
VBW EMPLOYEE BEDROCK FUND, L.P.
By: Bedrock General Partner I, L.L.C.
By: /s/ James McLean
---------------------------------------
Name: James McLean
Title: Managing Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 97,200
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 68,067
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 30,514
ADDRESS: James McLean
Bedrock Capital Partners
c/o ComVentures
505 Hamilton Avenue
Suite 305
Palo Alto, CA 94301
<PAGE>
STOCKHOLDER:
COMVENTURES IV ENTREPRENEURS'
FUND, L.P.
By: its General Partner, ComVen IV, LLC
By: /s/ Roland A. Van der Meer
---------------------------------------
Name: Roland A. Van der Meer
Title: Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 6,455
ADDRESS: Roland A. Van der Meer
ComVentures
505 Hamilton Avenue
Suite 305
Palo Alto, CA 94301
<PAGE>
STOCKHOLDER:
COMVENTURES IV CEO FUND, L.P.
By: its General Partner, ComVen IV, LLC
By: /s/ Roland A. Van der Meer
---------------------------------------
Name: Roland A. Van der Meer
Title: Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 35,304
ADDRESS: Roland A. Van der Meer
ComVentures
505 Hamilton Avenue
Suite 305
Palo Alto, CA 94301
<PAGE>
STOCKHOLDER:
COMVENTURES IV, L.P.
By: its General Partner, ComVen IV, LLC
By: /s/ Roland A. Van der Meer
---------------------------------------
Name: Roland A. Van der Meer
Title: Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 455,963
ADDRESS: Roland A. Van der Meer
ComVentures
505 Hamilton Avenue
Suite 305
Palo Alto, CA 94301
<PAGE>
STOCKHOLDER:
COMMUNICATIONS VENTURES III, L.P.
By: its General Partner, ComVen III, LLC
By: /s/ Roland A. Van der Meer
---------------------------------------
Name: Roland A. Van der Meer
Title: Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 2,857,143
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 2,000,798
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 422,961
ADDRESS: Roland A. Van der Meer
ComVentures
505 Hamilton Avenue
Suite 305
Palo Alto, CA 94301
<PAGE>
STOCKHOLDER:
COMMUNICATIONS VENTURES III
CEO & ENTREPRENEURS' FUND, LP
By: its General Partner, ComVen III, LLC
By: /s/ Roland A. Van der Meer
---------------------------------------
Name: Roland A. Van der Meer
Title: Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 142,857
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 100,042
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 21,147
ADDRESS: Roland A. Van der Meer
ComVentures
505 Hamilton Avenue
Suite 305
Palo Alto, CA 94301
<PAGE>
STOCKHOLDER:
WEISS, PECK & GREER VENTURE
ASSOCIATES V CAYMAN, LP
By: WPG VC Fund Advisor II, L.L.C.,
Fund Investment Advisory Partner
By: /s/ Amal M. Johnson
---------------------------------------
Name: Amal M. Johnson
Title: Managing Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 689,916
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 128,996
ADDRESS: Amal M. Johnson
Weiss, Peck & Greer, LLC
555 California Street
Suite 313D
San Francisco, CA 94104
<PAGE>
STOCKHOLDER:
WPG INFORMATION SCIENCES
ENTREPRENEUR FUND II, L.L.C.
By: WPG VC Fund Advisor II, L.L.C.,
Fund Investment Advisory Member
By: /s/ Amal M. Johnson
---------------------------------------
Name: Amal M. Johnson
Title: Managing Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 75,630
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 9,294
ADDRESS: Amal M. Johnson
Weiss, Peck & Greer, LLC
555 California Street
Suite 313D
San Francisco, CA 94104
<PAGE>
STOCKHOLDER:
WPG INFORMATION SCIENCES
ENTREPRENEUR FUND II-A, L.L.C.
By: WPG VC Fund Advisor II, L.L.C.,
Fund Investment Advisory Member
By: /s/ Amal M. Johnson
---------------------------------------
Name: Amal M. Johnson
Title: Managing Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 46,639
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 5,731
ADDRESS: Amal M. Johnson
Weiss, Peck & Greer, LLC
555 California Street
Suite 313D
San Francisco, CA 94104
<PAGE>
STOCKHOLDER:
WEISS, PECK & GREER VENTURE
ASSOCIATES V-A, L.L.C.
By: WPG VC Fund Advisor II, L.L.C.,
Fund Investment Advisory Member
By: /s/ Amal M. Johnson
---------------------------------------
Name: Amal M. Johnson
Title: Managing Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 28,151
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 5,275
ADDRESS: Amal M. Johnson
Weiss, Peck & Greer, LLC
555 California Street
Suite 313D
San Francisco, CA 94104
<PAGE>
STOCKHOLDER:
WEISS, PECK & GREER VENTURE
ASSOCIATES V, L.L.C.
By: WPG VC Fund Advisor II, L.L.C.
Fund Investment Advisory Member
By: /s/ Amal M. Johnson
---------------------------------------
Name: Amal M. Johnson
Title: Managing Member
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 3,361,345
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 626,512
ADDRESS: Amal M. Johnson
Weiss, Peck & Greer, LLC
555 California Street
Suite 313D
San Francisco, CA 94104
<PAGE>
STOCKHOLDER:
/s/ Robert J. Ryan, IV
--------------------------------------------
Robert J. Ryan, IV
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 6,275,000
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 0
ADDRESS: Robert J. Ryan, IV
1035 Louise Avenue
San Jose, CA 95125
<PAGE>
STOCKHOLDER:
/s/ Marvin Tseu
--------------------------------------------
Marvin Tseu
NUMBER OF SHARES OF COMPANY COMMON
STOCK: 1,165,000
NUMBER OF SHARES OF COMPANY SERIES A
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES B
PREFERRED STOCK: 0
NUMBER OF SHARES OF COMPANY SERIES C
PREFERRED STOCK: 0
ADDRESS: Marvin Tseu
12002 Old Snakey Road
Los Altos Hills, CA 94022
<PAGE>
ANNEX I
IRREVOCABLE PROXY
Reference is made to the Voting Agreement, dated as of the
date hereof (the "VOTING Agreement"), by and among Metromedia Fiber Network,
Inc., a Delaware Corporation (the "PARENT"), the undersigned and certain other
stockholders of [Company], a Delaware corporation (the "COMPANY"), set forth on
the signature pages thereto. Capitalized terms used and not defined herein have
the respective meanings assigned to them in the Voting Agreement.
The undersigned stockholder of the Company hereby irrevocably
appoints Silvia Kessel and Arnold L. Wadler, and each of them, as the sole and
exclusive attorneys-in-fact and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting rights (to the
full extent that the undersigned is entitled to do so and including, without
limitation, the power to execute and deliver written consents) with respect to
the Shares held of record or Beneficially Owned by the undersigned in accordance
with the terms of this Irrevocable Proxy. Upon the undersigned's execution of
this Irrevocable Proxy, any and all prior proxies given by the undersigned with
respect to the voting of any of the Shares on the matters referred to herein are
hereby revoked and the undersigned agrees not to grant any subsequent proxies
with respect to such matters until after the Expiration Date (as defined below).
This Irrevocable Proxy is irrevocable, is coupled with an
interest, and is granted in consideration of Parent entering into that certain
Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated as of the date
hereof, by and among the Parent, the Company and Aqueduct Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the Parent ("MERGER SUB"),
which provides for, among other things, the merger of Merger Sub with and into
the Company (the "MERGER"). The effectiveness of this Irrevocable Proxy shall
terminate upon the consummation of the Merger, but in the event that the Merger
Agreement is terminated in accordance with its terms prior to the consummation
of the Merger, then the effectiveness of this Irrevocable Proxy shall terminate
simultaneously with the termination of the Merger Agreement (the date on which
the effectiveness of this Irrevocable Proxy shall terminate in accordance with
the foregoing being the "EXPIRATION DATE").
The attorneys and proxies named above, and each of them are
hereby authorized and empowered by the undersigned, at any time prior to the
Expiration Date, to act as the undersigned's attorney-in-fact and proxy to vote
the Shares held of record or Beneficially Owned, and to exercise all voting
rights of the undersigned with respect to such Shares (including, without
limitation, the power to execute and deliver written consents), at every annual,
special or adjourned meeting of the stockholders of the Company and in every
written consent in lieu of such meeting, in the manner agreed to by the
undersigned pursuant to Section 2.1 of the Voting Agreement. The
attorney-in-fact and proxies named above may not exercise this Irrevocable Proxy
on any other matter except as provided in the previous sentence. The undersigned
stockholder may vote the Shares on all other matters.
<PAGE>
All authority herein conferred shall survive the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
STOCKHOLDER:
____________________________________________
(Print Name of Stockholder)
Dated: October __, 2000
