Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P1LVz5XSVq6c+UstdNZfhO91bhCBTudQDN7S2dC52TgqKoM3l/3ldp4MQ2j2zob0 cncNA7cVc5rmuntMgmOzNQ== 0001193125-11-043321.txt : 20110223 0001193125-11-043321.hdr.sgml : 20110223 20110223132056 ACCESSION NUMBER: 0001193125-11-043321 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110223 DATE AS OF CHANGE: 20110223 GROUP MEMBERS: BARRY M. SCHULER GROUP MEMBERS: DFJ FUND VIII, LTD GROUP MEMBERS: DRAPER ASSOCIATES, INC GROUP MEMBERS: DRAPER ASSOCIATES, L.P GROUP MEMBERS: DRAPER FISHER JURVETSON FUND VIII PARTNERS, L.P GROUP MEMBERS: DRAPER FISHER JURVETSON PARTNERS VIII, L.L.C GROUP MEMBERS: JOHN H. N. FISHER GROUP MEMBERS: STEVEN T. JURVETSON GROUP MEMBERS: THE METEOR GROUP, LLC GROUP MEMBERS: TIMOTHY C. DRAPER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDGAR ONLINE INC CENTRAL INDEX KEY: 0001080224 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061447017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57861 FILM NUMBER: 11631459 BUSINESS ADDRESS: STREET 1: 50 WASHINGTON ST CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038525666 MAIL ADDRESS: STREET 1: 50 WASHINGTON ST CITY: NORWALK STATE: CT ZIP: 06854 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Draper Fisher Jurvetson Fund VIII L P CENTRAL INDEX KEY: 0001312964 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 265GT MARY ST STREET 2: WALKER HOUSE GA TOWN CITY: GRAND CAYCAY ISL STATE: E9 ZIP: 00000 BUSINESS PHONE: 650-233-9000 MAIL ADDRESS: STREET 1: P O BOX 265GT MARY ST STREET 2: WALKER HOUSE GA TOWN CITY: GRAND CAYCAY ISL STATE: E9 ZIP: 00000 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

Securities and Exchange Commission

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. )*

Edgar Online, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

279765101

(CUSIP Number)

Draper Fisher Jurvetson

2822 Sand Hill Road, Suite 150

Menlo Park, CA 94025

Attention: Chief Financial Officer

(650) 233-9000

(Name, Address and Telephone Number of Person to Receive Notices and Communications)

November 22, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons’ initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NUMBER 279765101		13D		Page 2 of 22 Pages


1.	Names of Reporting Persons Draper Fisher Jurvetson Fund VIII, L.P.
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,116,275*
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,116,275*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,116,275*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 15.94%**
14.	Type of Reporting Person (see Instructions) PN

Represents 945,479 shares of common stock and 4,170,796 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”) acquired through a merger and a simultaneous purchase of Series C shares on November 22, 2010, assuming a Series C conversion price of $69.056 per share.

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.


CUSIP NUMBER 279765101		13D		Page 3 of 22 Pages


1.	Names of Reporting Persons Draper Fisher Jurvetson Fund VIII Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,116,275*†
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,116,275*†
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,116,275*†
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 15.94%**
14.	Type of Reporting Person (see Instructions) PN

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.

†	All of these shares are held directly by Draper Fisher Jurvetson Fund VIII, L.P.


CUSIP NUMBER 279765101		13D		Page 4 of 22 Pages


1.	Names of Reporting Persons DFJ Fund VIII, Ltd.
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,116,275*†
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,116,275*†
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,116,275*†
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 15.94%**
14.	Type of Reporting Person (see Instructions) OO (limited liability company)

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.

†	All of these shares are owned by Draper Fisher Jurvetson Fund VIII, L.P.


CUSIP NUMBER 279765101		13D		Page 5 of 22 Pages


1.	Names of Reporting Persons Draper Fisher Jurvetson Partners VIII, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 113,496*
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 113,496*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 113,496*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 0.42%**
14.	Type of Reporting Person (see Instructions) OO

Represents 20,979 shares of common stock and 92,517 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”) acquired through a merger and a simultaneous purchase of Series C shares on November 22, 2010, assuming a Series C conversion price of $69.056 per share.

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.


CUSIP NUMBER 279765101		13D		Page 6 of 22 Pages


1.	Names of Reporting Persons Draper Associates, L.P.
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 454,560*
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 454,560*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 454,560*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (11) 1.66%**
14.	Type of Reporting Person (see Instructions) PN

Represents 84,008 shares of common stock and 370,552 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”) acquired through a merger and a simultaneous purchase of Series C shares on November 22, 2010, assuming a Series C conversion price of $69.056 per share.

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.


CUSIP NUMBER 279765101		13D		Page 7 of 22 Pages


1.	Names of Reporting Persons Draper Associates, Inc.
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 454,560*†
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 454,560*†
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 454,560*†
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (9) 1.66%**
14.	Type of Reporting Person (see Instructions) CO

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.

†	All of these shares are directly held by Draper Associates, L.P.


CUSIP NUMBER 279765101		13D		Page 8 of 22 Pages


1.	Names of Reporting Persons Timothy C. Draper
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,684,331*† (See Items 2 and 4)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,684,331*† (See Items 2 and 4)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,684,331*† (See Items 2 and 4)
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (9) 17.40%** (See Items 2 and 4)
14.	Type of Reporting Person (see Instructions) IN

Represents 1,050,466 shares of common stock and 4,633,865 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”) acquired through a merger and a simultaneous purchase of Series C shares on November 22, 2010, assuming a Series C conversion price of $69.056 per share.

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.

†	Of these shares, 5,116,275 shares are held directly by Draper Fisher Jurvetson Fund VIII, L.P., 113,496 shares are held directly by Draper Fisher Jurvetson Partners VIII, L.L.C., 454,560 shares are held directly by Draper Associates L.P.


CUSIP NUMBER 279765101		13D		Page 9 of 22 Pages


1.	Names of Reporting Persons John H. N. Fisher
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,229,771*† (See Items 2 and 4)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,229,771*† (See Items 2 and 4)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,229,771*† (See Items 2 and 4)
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (9) 16.24%**
14.	Type of Reporting Person (see Instructions) IN

Represents 966,458 shares of common stock and 4,263,313 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”) acquired through a merger and a simultaneous purchase of Series C shares on November 22, 2010, assuming a Series C conversion price of $69.056 per share.

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.

†	5,116,275 of these shares are held by Draper Fisher Jurvetson Fund VIII, L.P., and 113,496 shares are held by Draper Fisher Jurvetson Partners VIII, L.L.C.


CUSIP NUMBER 279765101		13D		Page 10 of 22 Pages


1.	Names of Reporting Persons Steven T. Jurvetson
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,229,771*† (See Items 2 and 4)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,229,771*† (See Items 2 and 4)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,229,771*† (See Items 2 and 4)
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (9) 16.24%** (See Items 2 and 4)
14.	Type of Reporting Person (see Instructions) IN

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.

†	5,116,275 of these share are held by Draper Fisher Jurvetson Fund VIII, L.P., and 113,496 shares are held by Draper Fisher Jurvetson Partners VIII, L.L.C.


CUSIP NUMBER 279765101		13D		Page 11 of 22 Pages


1.	Names of Reporting Persons Barry M. Schuler
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 1,133,607* (See Items 2 and 4)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1,133,607* (See Items 2 and 4)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,133,607* (See Items 2 and 4)
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (9) 4.03%** (See Items 2 and 4)
14.	Type of Reporting Person (see Instructions) IN

Represents 247,480 shares of common stock and 886,127 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”) acquired through a merger and a simultaneous purchase of Series C shares on November 22, 2010, assuming a Series C conversion price of $69.056 per share.

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.


CUSIP NUMBER 279765101		13D		Page 12 of 22 Pages


1.	Names of Reporting Persons The Meteor Group, LLC
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (see Instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).			¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,133,607* (See Items 2 and 4)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,133,607* (See Items 2 and 4)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,133,607* (See Items 2 and 4)
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)			¨
13.	Percent of Class Represented by Amount in Row (9) 4.03%** (See Items 2 and 4)
14.	Type of Reporting Person (see Instructions) OO (limited liability company)

**	Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible into common shares) owned solely by the reporting person.


CUSIP NUMBER 279765101		13D		Page 13 of 22 Pages

Item 1. Security and Issuer

The class of equity securities to which this Schedule related is the common stock, par value $0.01 per share, (the “Common Stock”) of Edgar Online, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 50 Washington Street, Norwalk, CT 06864.

Item 2. Identity and Background

(a), (c) and (f)

This Schedule is being filed by:

(i) Draper Fisher Jurvetson Fund VIII, L.P., a Cayman Islands exempted limited partnership (“Fund VIII”).

(ii) Draper Fisher Jurvetson Fund VIII Partners, L.P., a Cayman Islands exempted limited partnership (“Fund VIII Partners”), and an affiliate of Fund VIII and is the general partner of Fund VIII.

(iii) DFJ Fund VIII, Ltd., is a Cayman Islands exempted limited liablity company (“Fund VIII, Ltd.”) and an affiliate of Fund VIII and is the general partner to Fund VIII Partners. Messrs. Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are the managing directors. Messrs. Draper, Fisher and Jurvetson exercise shared voting and investment powers over the shares held by Fund VIII, Ltd. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership except to the extent of any pecuniary interest therein.

(iv) Draper Fisher Jurvetson Partners VIII, L.L.C., is a California limited liability company (“Partners VIII, LLC”), and an affiliate of Fund VIII. Messrs. Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing members and disclaim beneficial ownership except to the extent of any pecuniary interest therein. Decisions with respect to Partners VIII, LLC are made automatically in conjunction with decisions by Fund VIII.

(v) Draper Associates, L.P., is a California limited partnership (“Draper Associates, L.P.”)

(vi) Draper Associates, Inc., a California limited liability company (“Draper Associates, Inc.”) is the general partner of Draper Associates, L.P. Mr. Draper is President and majority shareholder of Draper Associates, Inc. and has sole voting and investment power with respect to the shares held by Draper Associates, Inc. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein.

(vii) Timothy C. Draper, a United States citizen, is a managing director of Fund VIII, Fund VIII Partners and Fund VIII, Ltd. and managing member of Partners VIII, LLC.


CUSIP NUMBER 279765101		13D		Page 14 of 22 Pages

(viii) John H. N. Fisher, a United States citizen, is a managing director of Fund VIII, Fund VIII Partners and Fund VIII, Ltd. and managing member of Partners VIII, LLC.

(ix) Stephen T. Jurvetson, a United States citizen, is a managing director of Fund VIII, Fund VIII Partners and Fund VIII, Ltd. and managing member of Partners VIII, LLC.

(x) Barry Schuler, a United States citizen, is the designee of Fund VIII to the Board of Directors of the Issuer. Mr. Schuler’s shares are held by The Meteor Group, LLC, a California limited liability company (“Meteor”). Mr. Schuler is the Managing Member of Meteor and has sole investment and voting power with respect to the shares held by Meteor. Mr. Schuler disclaims beneficial ownership of the shares held by Meteor except to the extent of his pecuniary interest therein.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”.

(b)

The address of the principal business office of Draper Fisher Jurvetson Fund VIII, L.P., Draper Fisher Jurvetson Fund VIII Partners, L.P., DFJ Fund VIII, Ltd., Draper Fisher Jurvetson Partners VIII, LLC, Draper Associates L.P., Draper Associates, Inc., Timothy C. Draper, John H. N. Fisher, Stephen T. Jurvetson, Barry M. Schuler and The Meteor Group, LLC is 2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025.

(d)-(e)

During the last five years, none of the Reporting Persons have nor, to the best of their knowledge, have any of the directors, executive officers, control persons, general partners or members of such Reporting Persons (i) been convicted in any criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Draper Fisher Jurvetson Fund VIII, L.P. (“Fund VIII”), Draper Fisher Jurvetson Partners VIII, LLC (“Fund VIII Partners”) and Draper Associates, L.P. received shares of the Common Stock of the Issuer and shares of Common Stock of the Issuer issuable upon the conversion of Series C Convertible Preferred Stock (“Series C” and with Fund VIII and Fund VIII Partners, the “DFJ Entities”) through a merger (“Merger”) among Issuer, UBM Acquisition Corp. and UB Matrix Inc. (“UB Matrix”) on November 22, 2010. Fund VIII, Fund VIII Partners and Draper Associates, L.P. also purchased additional shares of Series C of the Issuer on November 22, 2010.


CUSIP NUMBER 279765101		13D		Page 15 of 22 Pages

In connection with the purchase of the Series C Preferred Stock, Fund VIII paid $1,800,000, Fund VIII Partners paid $40,000 and Draper Associates, L.P. paid $160,000. Each purchaser utilized general investment funds for the purchase. The shares of UB Matrix were originally purchased by the Reporting Persons using general investment funds controlled by their respective partners or members.

Item 4. Purpose of the Transaction

This Schedule is being filed to report the acquisition by Reporting Persons of shares of Common Stock and shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”) acquired through a Merger as more fully set forth and pursuant to the terms and conditions of the certain Agreement and Plan of Merger dated June 23, 2010 by and among the Issuer, UBM Acquisition Corp., and UBMatrix Inc. (“Merger Agreement”) and additional shares the Reporting Persons purchased on November 22, 2010, which shares were purchased by the Reporting Persons for investment purposes in the ordinary course of their business as investors.

At the effective time of the Merger, Mr. Schuler, a director on the board of UBMatrix, was designated to serve on the Board of Directors of Issuer.

Except as described above in this Item 4 and herein, the Reporting Persons do not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. See Item 6 for a discussion of certain provisions set forth in the Certificate of Designation for the Series C Preferred Stock. The Reporting Persons reserve the right to change plans and take any and all actions that the Reporting Persons may deem appropriate to maximize the value of their investment, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the company beneficially owned by them, in each case in the open market or in a privately negotiated transactions or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the issuer and the general business and future prospects of the issuer. The Reporting Persons may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.

Item 5. Interest in Securities of the Issuer

The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 26,978,495 shares of Common Stock outstanding, as of November 22, 2010, which is the total number of shares of Common Stock outstanding as reported to the Reporting Persons by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 12, 2010.


CUSIP NUMBER 279765101		13D		Page 16 of 22 Pages

Draper Fisher Jurvetson Fund VIII, L.P.

(a)

Amount Beneficially owned: 5,116,275 Percent of Class: 15.94%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 5,116,275

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 5,116,275

(c)

None

(d)

Not Applicable

(e)

Not Applicable

Draper Fisher Jurvetson Fund VIII Partners, L.P.

(a)

Amount Beneficially owned: 5,116,275 Percent of Class: 15.94%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 5,116,275

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 5,116,275

(c)

None

(d)

Not Applicable

(e)

Not Applicable

DFJ Fund VIII, Ltd.

(a)

Amount Beneficially owned: 5,116,275 Percent of Class: 15.94%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 5,116,275

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 5,116,275

(c)

None

(d)

Not Applicable

(e)

Not Applicable

Draper Fisher Jurvetson Partners VIII, L.L.C.

(a)

Amount Beneficially owned: 113,496 Percent of Class: 0.42%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 113,496

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 113,496

(c)

None

(d)

Not Applicable


CUSIP NUMBER 279765101		13D		Page 17 of 22 Pages

(e)

Not Applicable

Draper Associates, L.P.

(a)

Amount Beneficially owned: 454,560 Percent of Class: 1.66%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 454,560

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 454,560

(c)

None

(d)

Not Applicable

(e)

Not Applicable

Draper Associates, Inc.

(a)

Amount Beneficially owned: 454,560 Percent of Class: 1.66%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 454,560

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 454,560

(c)

None

(d)

Not Applicable

(e)

Not Applicable

Timothy C. Draper

(a)

Amount Beneficially owned: 5,684,331 Percent of Class: 17.40%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 5,684,331

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 5,684,331

(c)

None

(d)

Not Applicable

(e)

Not Applicable

John H. N. Fisher

(a)

Amount Beneficially owned: 5,229,771 Percent of Class: 16.24%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 5,229,771

sole power to dispose or to direct the disposition of: 0


CUSIP NUMBER 279765101		13D		Page 18 of 22 Pages

shared power to dispose or to direct the disposition of: 5,229,771

(c)

None

(d)

Not Applicable

(e)

Not Applicable

Stephen T. Jurvetson

(a)

Amount Beneficially owned: 5,229,771 Percent of Class: 16.24%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 5,229,771

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 5,229,771

(c)

None

(d)

Not Applicable

(e)

Not Applicable

Barry M. Schuler

(a)

Amount Beneficially owned: 1,133,607 Percent of Class: 4.03%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 1,133,607

shared power to vote or to direct the vote: 0

sole power to dispose or to direct the disposition of: 1,133,607

shared power to dispose or to direct the disposition of: 0

(c)

None

(d)

Not Applicable

(e)

Not Applicable

The Meteor Group, LLC

(a)

Amount Beneficially owned: 1,133,607 Percent of Class: 4.03%

(b)

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 1,133,607

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 1,133,607

(c)

None

(d)

Not Applicable

(e)

Not Applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.


CUSIP NUMBER 279765101		13D		Page 19 of 22 Pages

Except as described herein or in other amendments to the 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. In connection with the Merger, the Issuer filed a Certificate of Designation of Series C Preferred Stock (the “Certificate”) setting forth the rights, preferences and privileges of the Series C Preferred Stock. Pursuant to the Certificate, the holders of a majority of the outstanding shares of Series C Preferred Stock have the right to designate one individual to serve on the Board of Directors of the Issuer. The DFJ Entities own 18.02% of the outstanding Series C Preferred Stock. The DFJ Entities have designated Barry Schuler to serve as its representative. The Certificate grants the holder of Series C Preferred Stock (together with the holders of Series B Preferred Stock) additional protective rights, including but not limited to, a vote with other Preferred Stock on (i) the issuance of securities ranking pari passu with, or senior to the Series C Preferred Stock; (ii) amendments to the Issuer’s charter documents; (iii) entering into certain mergers or other reorganization transactions; and (iv) sales of Issuer assets. In addition, the holders of Series C Preferred Stock have a separate series vote on any (i) increase or decrease in the authorized shares of Series C Preferred Stock; and (ii) any action which affects the rights, preferences and privileges of the Series C Preferred Stock differently from the Series B Preferred Stock. The holders of Series C Preferred Stock also have a preference in the receipt of proceeds from a liquidation of the Issuer and certain redemption rights, including redemption rights after a change in control of the Issuer.

On November 22, 2010, Fund VIII, Fund VIII Partners, Draper Associates, L.P., Frederick H. Charus, Andre Boisvert, Meteor Group LLC, Russell H. McMeekin, Peter B. Valentine, Kevin J. Howard and Matthew Stone (the “Purchasers”), entered into an Amended and Restated Investor Rights Agreement with the Issuer which grants certain demand registration rights and piggy-back registration rights to the Purchasers. In addition, the Purchasers are granted a right of first refusal in connection with certain securities offerings by the Issuer.

On January 20, 2011, Draper Fisher Jurvetson Fund VIII, L.P., purchased 252,337 shares of Common Stock of Issuer from Sunir Kapur, the former Chief Executive Officer of UB Matrix, for $270,000.59, Draper Fisher Jurvetson Partners Fund VIII, LLC, purchased 5,607 shares of Common Stock of the Issuer from Mr. Kapur for $5,999.49 and Riskmasters, LLC, a Delaware limited liability company (“Riskmasters”), which is member managed by Timothy C. Draper, purchased 22,430 shares of the Issuer from Mr. Kapur for $24,000.10.

Item 7. Material to be Filed as Exhibits.


Exhibit 99.1		Agreement and Plan of Merger dated June 23, 2010 by and among Edgar Online, Inc., UBM Acquisition Corp. and UBMatrix, Inc. (Incorporated herein by reference from Issuer’s DEFM14A (Annex A-1) filed by the Issuer with the SEC on October 20, 2010.)


CUSIP NUMBER 279765101		13D		Page 20 of 22 Pages


Exhibit 99.2		Amended and Restated Investor Rights Agreement, dated as of November 22, 2010 by and among Edgar Online, Inc. and Draper Fisher Jurvetson Fund VIII, L.P., Draper Fisher Jurvetson Fund VIII Partners, L.P., Draper Associates, L.P., Frederick H. Charus, Andre Boisvert, Meteor Group LLC, Russell H. McMeekin, Peter B. Valentine, Kevin J. Howard and Matthew Stone.

Exhibit 99.3		Certificate of Designation of Series C Convertible Preferred Stock. (Incorporated herein by reference from Issuer’s Form 8-K filed with the SEC on November 22, 2010).

Exhibit 99.4		Joint Filing Agreement, by and among the Reporting Persons, dated February 22, 2011.


CUSIP NUMBER 279765101		13D		Page 21 of 22 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2011


Draper Fisher Jurvetson Fund VIII, L.P.

By: Draper Fisher Jurvetson Fund VIII Partners, L.P. (general partner)

By:		DFJ Fund VIII, Ltd., its general partner



By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		Managing Director

Draper Fisher Jurvetson Fund VIII Partners, L.P.

By: DFJ Fund VIII, Ltd., its general partner



By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		Managing Director

DFJ Fund VIII, Ltd.



By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		Managing Director

Draper Fisher Jurvetson Partners VIII, L.L.C.



By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		Managing Member


CUSIP NUMBER 279765101		13D		Page 22 of 22 Pages


Draper Associates, L.P.
By: Draper Associates, Inc. (its general partner)

By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		President

Draper Associates, Inc.



By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		President



/s/ Timothy C. Draper
Timothy C. Draper

/s/ John H. N. Fisher
John H. N. Fisher

/s/ Stephen T. Jurvetson
Stephen T. Jurvetson

/s/ Barry M. Schuler
Barry M. Schuler

The Meteor Group, LLC

By:		/s/ Barry M. Schuler


Name:		Barry M. Schuler
Title:		General Manager

EX-99.2 2 dex992.htm AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF NOVEMBER 22, 2010 Amended and Restated Investor Rights Agreement, dated as of November 22, 2010

Exhibit 99.2

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of November 22, 2010 by and among EDGAR Online, Inc., a Delaware corporation (the “Company”), the persons executing this Agreement as Purchasers (the “Purchasers”).

WHEREAS, the Company and the other parties hereto wish to provide certain arrangements with respect to the registration of shares of common stock, $.01 par value, of the Company (the “Common Stock”) under the Securities Act (as defined below);

WHEREAS, the Company and certain of the Purchasers (the “Series B Purchasers”) entered into a Series B Preferred Stock Purchase Agreement, dated as of January 28, 2010 (the “Series B Purchase Agreement”), pursuant to which the Company issued and sold to the Series B Purchasers, and the Series B Purchasers purchased from the Company, 120,000 shares of the Company’s Series B Convertible Preferred Stock, par value $.01 per share (the “Series B Preferred Stock”);

WHEREAS, upon the closing of the purchase and sale of the Series B Preferred Stock pursuant to the Series B Purchase Agreement, the Company and the Series B Purchasers entered into an Investor Rights Agreement, dated as of January 28, 2010 (the “Prior Investor Rights Agreement”);

WHEREAS, the Company and certain of the Purchasers have entered into a Series C Preferred Stock Purchase Agreement, dated as of June 23, 2010 (the “Series C Purchase Agreement”), pursuant to which the Company is issuing and selling to such Purchasers, and such Purchasers are purchasing from the Company, 12,637 shares of the Company’s Series C Convertible Preferred Stock, par value $.01 per share (the “Series C Preferred Stock”, and together with the Series B Preferred Stock, the “Preferred Stock”);

WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of June 23, 2010, among the Company, UBM Acquisition Corp., UBmatrix, Inc. and Draper Fisher Jurvetson, in its capacity as the Stockholders’ Representative (the “Merger Agreement”), pursuant to which the Company is issuing to certain of the Purchasers (the “Series C Purchasers”) 74,379 shares of the Series C Preferred Stock; and

WHEREAS, it is a condition to the obligations of certain of the Series C Purchasers under the Series C Purchase Agreement and the Merger Agreement that this Agreement be executed by the requisite parties to the Prior Investor Rights Agreement to amend and restate such agreement in its entirety, and the parties hereto are willing to execute this Agreement and to be bound by the provisions hereof.

NOW THEREFORE, for good and valuable consideration; the receipt and adequacy of which is hereby acknowledged by the parties, the parties hereby agree as follows:

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

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

“Conversion Shares” shall mean shares of Common Stock issued or issuable upon conversion of the Preferred Stock.

“Equity Securities” shall mean any (i) Common Stock or preferred stock of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, preferred stock or other security (including debt securities convertible into capital stock of the Company and any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock or other security, or (iv) any such warrant or right.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Fully Diluted Basis” means, for the purposes of determining the number of shares of Common Stock outstanding, a basis of calculation which takes into account (a) shares of Common Stock actually issued and outstanding at the time of such determination, and (b) that number of shares of Common Stock that is then issuable upon conversion of all then outstanding shares of Preferred Stock.

“Preferred Shares” shall mean the shares of Series B Preferred Stock issued to the Series B Purchasers pursuant to the Series B Purchase Agreement and the shares of Series C Preferred Stock issued to the Series C Purchasers pursuant to the Series C Purchase Agreement and the Merger Agreement.

“Pro Rata Share” of any Purchaser means the ratio of (a) the number of shares of Common Stock beneficially owned by such Purchaser plus the number of shares of Common Stock issuable upon conversion of the Preferred Stock beneficially owned by such Purchaser immediately prior to the issuance of any Equity Securities to (b) the total number of shares of the Company’s Common Stock outstanding on a Fully Diluted Basis, immediately prior to the issuance of such Equity Securities.

“Purchaser Permitted Transferee” shall mean any affiliate of a Purchaser or any entity or investment vehicle, including a partnership, in which a Purchaser and/or its affiliates has a majority economic interest or which is managed by a Purchaser or any of its affiliates.

“Registration Expenses” shall mean the expenses so described in Section 5.

“Registrable Stock” shall mean the Conversion Shares, excluding Conversion Shares which have been (a) registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) publicly sold pursuant to Rule 144 under the Securities Act.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar

federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Selling Expenses” shall mean the expenses so described in Section 5.

2. Demand Registration Rights. (a) At any time following the date hereof, the holders of Registrable Stock constituting at least twenty percent (20%) of the total shares of Registrable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registrable Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be less than $2,000,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including whether (i) the registration requested is for an underwritten offering and (ii) the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 11(a) and 11(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than requesting holders of Registrable Stock.

(b) Following receipt of any notice under this Section 2, the Company shall immediately notify all holders of Registrable Stock from whom notice has not been received and shall use all reasonable commercial efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Registrable Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after receiving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Purchasers shall have an unlimited number of demand registrations pursuant to this Section 2, provided, however, that the Company shall not be obligated to effect more than two such registrations in any twelve month period, provided,

further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.

(c) From and after the date hereof, the Company shall use its commercially reasonable efforts to qualify under the provisions of the Securities Act, and thereafter, to continue to qualify at all times, for registration on Form S-3 or any successor thereto. Demand registrations pursuant to this Section 2 shall be on Form S-3 or any similar short-form registration statement, if available. In the event the Company fails to qualify, the Company shall be required to effect demand registrations pursuant to this Section 2 on Form S-1 or any successor thereto to the same extent as the Company would be required to effect demand registrations on Form S-3.

(d) The Company may postpone for a period of up to 60 days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any plan, proposal or agreement by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Company, and such determination is evidenced by a board vote included in the minutes of the meetings of the Company’s Board of Directors; provided, however, that the Company may not exercise such right of postponement for an aggregate number of days greater than 60 during any 12 month period and shall not register any securities for its own account or that of any other stockholder during such postponement period (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Stock for sale to the public).

(e) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account (to the extent that the inclusion of such shares by the Company shall not adversely affect the offering), and shall not be entitled to include shares held by any persons other than the holders of Registrable Stock.

3. Piggyback Registration Rights. If the Company at any time (other than pursuant to Section 2) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Stock for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Stock, the Company will use all reasonable commercial efforts to cause the Registrable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such Registrable Stock so registered. In the event that any registration pursuant to this

Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In the event that the managing underwriter on behalf of all underwriters limits the number of shares to be included in a registration pursuant to this Section 3, or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration:

(i) first, securities proposed by the Company to be sold for its own account;

(ii) second, shares of Registrable Stock requested to be included by holders pursuant to this Section 3; and

(iii) third, securities requested to be included by any other holders,

provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Registrable Stock. The securities to be included in any such registration pursuant to clause (ii) above shall be allocated on a pro rata basis among the requesting holders based upon the number of shares of Registrable Stock held by such holders. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3 without thereby incurring any liability to the holders of Registrable Stock.

4. Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use all reasonable commercial efforts to effect the registration of any shares of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible:

(a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the company, file with the Commission a registration statement with respect to such securities and use all reasonable commercial efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law;

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period;

(c) furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including

each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement;

(d) use all reasonable commercial efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

(e) use all reasonable commercial efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed;

(f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement;

(g) immediately notify each seller of Registrable Stock and each underwriter under 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 contained 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 light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, such prospectus shall not include an untrue statement of a material fact or omit 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;

(h) if the offering is underwritten and at the request of any seller of Registrable Stock, use all reasonable commercial efforts to furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the

Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request;

(i) use all reasonable commercial efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;

(j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and

(k) otherwise use all reasonable commercial efforts to comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158.

For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law.

In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed

distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties, to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (i) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (iv) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

5. Expenses. All expenses incurred by the Company in complying with Sections 4 and 5, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the Financial Industry Regulatory Industry, fees of transfer agents and registrars, costs of insurance and reasonable fees and disbursements of one counsel for the sellers of Registrable Stock, but excluding any Selling Expenses, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Stock are called “Selling Expenses.”

The Company will pay all Registration Expenses in connection with each registration statement under Sections 2 or 3. All Selling Expenses in connection with each registration statement under Sections 2 or 3 shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such participating sellers as they may agree.

6. Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Sections 2 or 3, the Company will indemnify and hold harmless each seller of Registrable Stock thereunder, each underwriter of

such Registrable Stock thereunder and each other person, if any, who controls or is alleged to control such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Stock were registered under the Securities Act pursuant to Sections 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arises out of or are based upon any violation or alleged violation of any federal, state or other law, rule or regulation relating to any action or inaction in connection therewith, and will reimburse each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable to any such indemnitee if and to the extent that any such loss, claim, damage or liability arises solely out of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information with respect to such indemnitee furnished by such indemnitee in writing specifically for use in such registration statement or prospectus. The indemnities of the Company contained in this Section 6 shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive any transfer of Registrable Stock.

(b) In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Sections 2 or 3, each seller of such Registrable Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Stock was registered under the Securities Act pursuant to Sections 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged 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 each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises solely out of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such registration statement or

prospectus, and provided, further, however, that the liability of each seller hereunder (when combined with any liability under Section 6(d) below) shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Stock covered by such registration statement (after deduction of all underwriters’ discounts and commissions and all other expenses and damages paid by such seller in connection with the registration in question). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, underwriter or controlling person and shall survive any transfer of Registrable Stock.

(c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 6 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement unless such judgment or settlement includes 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, includes only money damages (as opposed to equitable relief) and does not include any statement as to the fault or culpability of such indemnified party.

(d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Stock exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this Section 6 but it is judicially determined (by the entry of a final

judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 6; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such holder is responsible for the portion represented by the percentage that the aggregate public offering price of its Registrable Stock offered by the registration statement bears to the aggregate public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) no such holder will be required to contribute (when combined with any liability under Section 6(b) above) any amount in excess of the net proceeds received by it from the sale of all such Registrable Stock offered by it pursuant to such registration statement (after deduction of all underwriters’ discounts and commissions and all other damages and expenses paid by such seller in connection with the registration in question); and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

7. Changes in Common Stock or Preferred Stock. If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

8. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Stock 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;

(b) use all reasonable commercial 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; and

(c) furnish to each holder of Registrable Stock forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration.

9. Purchase Rights. The Company agrees as follows:

(a) Subsequent Offerings. Each Purchaser shall have a right of first refusal (the “Purchase Rights”) to purchase its Pro Rata Share of all Equity Securities other than the Equity Securities excluded by Section 9(e) hereof.

(b) Exercise of Rights.

(i) If the Company proposes to issue any Equity Securities, it shall give each Purchaser written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Purchaser shall have fifteen (15) days from the giving of such notice to agree to purchase its Pro Rata Share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company (the “Company Notice”) and stating therein the quantity of such Equity Securities to be purchased.

(ii) If not all of the Purchasers elect to purchase their Pro Rata Share of the Equity Securities, then the Company shall promptly notify in writing the Purchasers who have elected to purchase their full Pro Rata Share of such Equity Securities and shall offer such Purchasers (the “Purchasing Investors”) the right to acquire such unsubscribed shares. The Purchasing Investors shall have five (5) days after receipt of such notice to notify the Company (the “Purchasing Investor Notice”) of their election to purchase all or a portion thereof of the unsubscribed shares. If the Purchasing Investors have, in the aggregate elected to purchase more than the number of unsubscribed shares being offered in such notice, then the unsubscribed shares shall be allocated according to each Purchasing Investor’s Pro Rata Share up to the number of unsubscribed shares set forth in the notice to the Purchasing Investors, provided that for purposes of this Section 9(b)(ii), the numerator in clause (a) of the defined term “Pro Rata Share” shall be the number of shares of Common Stock beneficially owned by such Purchasing Investor plus the number of shares of Common Stock issuable upon conversion of the Preferred Stock beneficially owned by such Purchasing Investor immediately prior to the proposed issuance and the denominator in clause (b) of the defined term “Pro Rata Share” shall be the total number of shares of Common Stock beneficially owned by, and the number of shares of Common Stock issuable upon conversion of the Preferred Stock beneficially owned by all the Purchasing Investors immediately prior to the proposed issuance. The Purchasing Investors shall then effect the purchase of the Equity Securities at the closing of the issuance of Equity Securities described in the notice delivered by the Company pursuant to Section 9(b)(i). On the date of such closing, the Company shall deliver to the Purchasing Investors the certificates representing the Equity Securities to be purchased by the Purchasing Investors, each certificate to be properly endorsed for transfer, and at such time, the Purchasing Investors shall pay the purchase price for the Equity Securities.

(c) Issuance of Equity Securities to Other Persons. If the Purchasers fail to exercise in full their Purchase Rights, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Purchasers’ rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company’s notice to the Purchasers pursuant to Section 9(b)(i) hereof. If the Company has not sold such Equity Securities within such ninety (90) days, the Company shall not thereafter issue or sell any Equity Securities, without first again complying with this Section 9.

(d) Transfer of Purchase Rights. The Purchase Rights of each Purchaser under this Section 9 may be transferred to any Purchaser Permitted Transferee; provided, that any such Purchaser Permitted Transferee shall furnish the Company a written agreement, satisfactory to the Company, to be bound by and comply with all provisions of this Agreement as if such Purchaser Permitted Transferee were a Purchaser.

(e) Excluded Securities. The Purchase Rights established by this Section 9 shall have no application to any of the following Equity Securities (collectively, the “Excluded Securities”):

(i) any Common Stock issued upon conversion of the Preferred Stock;

(ii) shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued pursuant to such options, warrants or other rights), as appropriately adjusted for stock dividends, stock splits, combinations, recapitalizations or other similar events affecting the Common Stock, issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other equity compensation arrangements that are approved by the Board;

(iii) any Common Stock issued upon exercise of options, warrants or convertible securities outstanding as of the date of this Agreement;

(iv) any Common Stock issued as consideration in connection with or relating to any permitted acquisitions, mergers or strategic partnership transactions (other than transactions entered into primarily for equity financing purposes) that have been approved by the Board; or

(v) any Equity Securities designated as Excluded Securities by holders of a majority of the Preferred Stock then outstanding

(f) Alternative Procedure. In lieu of delivering a Company Notice to the Purchasers prior to the issuance of Equity Securities, as provided in this Section 9 above, the Company may elect first to issue Equity Securities to third parties and then to offer the Purchasers the opportunity to purchase from the Company the respective amounts of such Equity Securities to which they are entitled pursuant to this Section 9 (such that the Purchasers will be offered an amount in the aggregate equal to the sum of their Pro Rata Shares of the Equity Securities previously sold plus the such offered amounts). Such offer shall be made pursuant to a Company Notice (as defined above) and, except for the fact that the Company shall first have issued Equity Securities to third parties pursuant to this Section 9(f), the terms and provisions set forth in this Section 9 above shall apply.

10. Miscellaneous.

(a) Successors and Assigns. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Preferred Shares or Registrable Stock), whether so expressed or not, provided, however,

that the rights conferred herein on the holders of Preferred Shares or Registrable Stock to require the registration of shares of Registrable Stock or the rights under Section 9 above shall only inure to the benefit of a transferee of Preferred Shares or Registrable Stock if (i) there is transferred to such transferee shares representing at least five percent (5%) of the outstanding shares of Registrable Stock (assuming the conversion of all Preferred Shares into Registrable Stock) or (ii) such transferee is a Purchaser Permitted Transferee or a partner, shareholder or affiliate of a party hereto. Transfer of registration rights to a Purchaser Permitted Transferee or to a partner, member or shareholder of any Purchaser will be without restriction as to minimum shareholding. Any transferee to whom rights under this Agreement are transferred shall (i) as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon holders under this Agreement to the same extent as if such transferee were a holder under this Agreement and (ii) be deemed to be a holder hereunder.

(b) Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed as follows:

(i) if to the Company or any Series C Purchaser, at the address of such party set forth in the Series C Purchase Agreement;

(ii) if to any Series B Purchaser, at the address of such party set forth in the Series B Purchase Agreement;

(iii) if to any subsequent holder of Preferred Shares, to it at such address as may have been furnished to the Company in writing by such holder;

or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Preferred Shares or Registrable Stock) or to the holders of Preferred Shares or Registrable Stock (in the case of the Company) in accordance with the provisions of this paragraph.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

(d) Amendments, Waivers and Consents. This Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of the Company and the holders of at least a majority of the outstanding shares of Registrable Stock (assuming the conversion of all Preferred Shares into Registrable Stock). The Company shall deliver copies of such consent to any holders who did not execute the same. Neither this Agreement, nor any provision hereof, may be changed, waived, discharged or terminated orally or by course of dealing, but only by an instrument in writing.

(e) No Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or

privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(f) Headings. The headings of the Sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

(g) 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. Any person who, after the date hereof, acquires shares of Preferred Stock shall become a party to this Agreement as a “Purchaser” and a holder of “Registrable Stock” for all purposes hereunder, all upon execution by such person and the Company of a counterpart of this Agreement.

(h) Termination of Registration Rights. The obligations of the Company to register shares of Registrable Stock under Sections 2 or 3 shall terminate as to each holder of Registrable Stock on the date such holder is not an Affiliate (as defined in Rule 144 under the Securities Act) of the Company and such holder owns less than one percent (1%) of the Company’s outstanding Common Stock (on an as-converted basis).

(i) Additional Registration Rights. The Company shall not grant to any additional registration rights after the date hereof without the consent of the Purchasers holding at least the majority of the Registrable Stock unless such registrations rights are subordinate in all respects to the Purchasers’ rights contained herein.

(j) Company Registration. In the event that the registration requirements under the Securities Act are amended or eliminated to accommodate a “Company registration” or similar approach, this Agreement shall be deemed amended to the extent necessary to reflect such changes and the intent of the parties hereto with respect to the benefits and obligations of the parties, and in such connection, the Company shall use reasonable efforts to provide holders of Registrable Stock equivalent benefits to those provided under this Agreement.

(k) Cumulative Remedies. None of the rights, powers or remedies conferred upon the Purchasers on the one hand or the Company on the other hand shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

(l) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the

transactions contemplated hereby shall be brought in any federal or state court located in the State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(b) shall be deemed effective service of process on such party.

(m) Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE PURCHASERS AND THE COMPANY HEREBY WAIVE, AND COVENANT THAT NEITHER THE COMPANY NOR THE PURCHASERS WILL ASSERT, ANY RIGHT TO TRIAL BY JURY ON ANY ISSUE IN ANY PROCEEDING, WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE, IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, ANY OTHER AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR IN ANY WAY CONNECTED WITH, RELATED OR INCIDENTAL TO THE DEALINGS OF THE PURCHASERS AND THE COMPANY HEREUNDER OR THEREUNDER, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN TORT OR CONTRACT OR OTHERWISE. The Company acknowledges that it has been informed by the Purchasers that the provisions of this Section 10(m) constitute a material inducement upon which the Purchasers are relying and will rely in entering into this Agreement. Any Purchaser or the Company may file an original counterpart or a copy of this Section 10(m) with any court as written evidence of the consent of the Purchasers and the Company to the waiver of the right to trial by jury.

(n) Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

(o) Prior Investor Rights Agreement Superseded. Pursuant to Section 10(d) of the Prior Investor Rights Agreement, the undersigned parties who are parties to the Prior Investor Rights Agreement hereby restate the Prior Investor Rights Agreement to read in its entirety as set forth in this Agreement, such that the Prior Investor Rights Agreement is hereby terminated and entirely replaced and superseded by this Agreement.

(p) Acknowledgement. Each Series C Purchaser that is receiving shares of Series C Preferred Stock as payment for the outstanding indebtedness owed under those certain promissory demand notes issued by UBmatrix, Inc. (the “Notes”) hereby agree and acknowledge that contingent upon the issuance of such shares of Series C Preferred Stock, (i) all claims of any right to payment and any other rights to which such Series C Purchaser is entitled under the Notes shall be satisfied in full, and will otherwise expire, terminate, and extinguish and (ii) the

Company will have satisfied in full all indebtedness and any and all obligations owed to such Series C Purchaser under the Notes and will have no further liability or obligation (monetary or otherwise) under the Notes.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


THE COMPANY

EDGAR ONLINE, INC.

By:		/s/ David Price
Name:		David Price
Title:		Chief Financial Officer

Signature Page to Investor Rights Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


THE PURCHASERS

Draper Fisher Jurvetson Fund VIII, L.P., a Cayman limited partnership By: Draper Fisher Jurvetson Fund VIII Partners, L.P., its general partner By: DFJ Fund VIII, Ltd., its general partner

By: /s/ John Fisher


Name: John Fisher
Title: Managing Director
Address:		2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025



Draper Fisher Jurvetson Partners VIII, LLC, a California limited liability company

By: /s/ John Fisher


Name: John Fisher
Title: Managing Member
Address:		2882 Sand Hill Road, Suite 150
		Menlo Park, CA 94025



Draper Associates, L.P., a California limited partnership

By: Draper Associates, Inc., its general partner

By: /s/ Timothy C. Draper


Name: Timothy C. Draper
Title: General Partner
Address:		2882 Sand Hill Road, Suite 150
		Menlo Park, CA 94025

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


IF AN INDIVIDUAL:

By:		/s/ Frederic H. Chapus

Name: Frederic H. Chapus

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


THE PURCHASERS IF AN INDIVIDUAL:

By:		/s/ Andre Boisvert

Name: Andre Boisvert

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


THE PURCHASERS IF AN INDIVIDUAL:

By:		/s/ Peter B. Valentine

Name: Peter B. Valentine

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


THE PURCHASERS IF AN INDIVIDUAL:

By:		/s/ Kevin J. Howard

Name: Kevin J. Howard

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


THE PURCHASERS IF AN INDIVIDUAL:

By:		/s/ Matthew Stone

Name: Matthew Stone

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


THE PURCHASERS Meteor Group LLC

By:		/s/ Barry Schuler

Name: Barry Schuler Title: General Manager

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed as of the day and year first above written.


THE PURCHASERS IF AN INDIVIDUAL:

By:		/s/ Russel H. McMeekin

Name: Russel H. McMeekin

EX-99.4 3 dex994.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.4

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.


Draper Fisher Jurvetson Fund VIII, L.P.

By: Draper Fisher Jurvetson Fund VIII Partners, L.P. (general partner)
By:		DFJ Fund VIII, Ltd., its general partner

By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		Managing Director

Draper Fisher Jurvetson Fund VIII Partners, L.P.
By: DFJ Fund VIII, Ltd., its general partner



By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		Managing Director

DFJ Fund VIII, Ltd.



By:		/s/ Timothy C. Draper


Name:		Timothy C. Draper
Title:		Managing Director


Draper Fisher Jurvetson Partners VIII, L.L.C.

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Managing Member

Draper Associates, L.P.
By: Draper Associates, Inc. (its general partner)

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		President

Draper Associates, Inc.

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		President

/s/ Timothy C. Draper Timothy C. Draper

/s/ John H. N. Fisher John H. N. Fisher
/s/ Stephen T. Jurvetson Stephen T. Jurvetson
/s/ Barry M. Schuler Barry M. Schuler

The Meteor Group, LLC

By:		/s/ Barry M. Schuler
Name:		Barry M. Schuler
Title:		Managing Member

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