EXHIBIT 1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into
as of November 11, 2002 by and among Specialty Finance Partners, a Bermuda
general partnership ("Seller"), and the persons listed as "Purchasers" on the
signature pages hereto (collectively, the "Purchasers").
WHEREAS, Seller is the beneficial owner of 4,000,000 shares of Series
A 8% Convertible Preferred Stock (the "Preferred Stock") of LendingTree, Inc., a
Delaware corporation (the "Company");
WHEREAS, Seller is party to that certain Registration Rights
Agreement, dated as of March 7, 2001, among the Company and certain investors
named therein (the "Registration Rights Agreement"); and
WHEREAS, Seller desires to sell to the Purchasers, and the Purchasers
desire to purchase from Seller, the number of shares of Preferred Stock owned by
Seller set forth opposite such Purchaser's name on SCHEDULE I hereto on the
terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
representations, warranties, covenants, and agreements herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
Sale and Purchase of Preferred Stock
1.1 Sale and Purchase of Preferred Stock. At the Closing (as defined
below) and on the terms set forth herein, Seller shall sell and deliver to the
Purchasers all of its right, title, and interest in and to an aggregate of
1,843,274 shares (the "Purchased Shares") of Preferred Stock owned by Seller and
(ii) each Purchaser shall purchase and accept from Seller, all right, title, and
interest of Seller in and to the Purchased Shares set forth opposite such
Purchaser's name on SCHEDULE I hereto, in each case free and clear of all
mortgages, liens, pledges, security interests, charges, restrictions, and other
encumbrances ("Liens"), other than restrictions on transfer imposed by
applicable securities laws. The closing (the "Closing") of the purchase and sale
of the Purchased Shares is taking place upon the satisfaction (or waiver) of the
conditions set forth in Article V hereof, at the offices of Weil, Gotshal &
Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time or
place as the parties shall agree. The date of the Closing is referred to herein
as the "Closing Date."
1.2 Purchase Price. At the Closing, each Purchaser shall pay Seller
an amount in cash set forth opposite such Purchaser's name on SCHEDULE I hereto
(collectively, the "Purchase Price") as consideration for the purchase of the
Purchased Shares being purchased by such Purchaser hereunder. The Purchase Price
applicable to each Purchaser shall be paid by wire transfer of immediately
available funds to the following bank account:
Specialty Finance Partners
Account No. 323130097
XX Xxxxxx Chase
ABA No. 000000000
1.3 Deliveries. At the Closing, (i) Seller shall deliver to the
Company a stock certificate representing and evidencing the Preferred Stock
owned by Seller duly endorsed in blank or with appropriate transfer documents
duly executed by Seller relating to the transfer of the Purchased Shares
contemplated hereby; (ii) each Purchaser shall deliver (A) to Seller the
Purchase Price applicable to such Purchaser in accordance with Section 1.2 above
and (B) to the Company an executed counterpart of a Joinder Agreement to the
Registration Rights Agreement in the form attached hereto as EXHIBIT A (the
"Joinder Agreement"), duly executed by such Purchaser; and (iii) the Company
shall deliver to each Purchaser an executed counterpart of the Joinder
Agreement. Within three (3) business days after the Closing Date, the Company
will deliver (A) to each Purchaser a stock certificate evidencing and
representing the Purchased Shares being purchased by such Purchaser hereunder
and (B) to Seller a stock certificate evidencing and representing the shares of
Preferred Stock that Seller will continue to own after giving effect to the
transactions contemplated hereby.
ARTICLE II
Representations and Warranties of Seller
Seller hereby represents and warrants to the Purchasers as follows:
2.1 Authorization. Seller has the requisite partnership power to
execute and deliver this Agreement and to perform the transactions contemplated
hereby to be performed by it. The execution and delivery by Seller of this
Agreement and the performance by it of the transactions contemplated hereby to
be performed by it have been duly authorized by all necessary partnership action
on the part of Seller. This Agreement has been duly executed and delivered by
Seller and, assuming the due execution and delivery of this Agreement by the
Purchasers constitutes a valid and binding obligation of Seller enforceable
against Seller in accordance with its terms.
2.2 Consents and Approvals. No consent, approval, waiver, order, or
authorization of, or registration, declaration, or filing with, or notice to,
any federal, state, or foreign governmental agency, authority, or body or any
instrumentality or political subdivision thereof is required to be obtained or
made by Seller in connection with the execution and delivery of this Agreement
by Seller, the performance by Seller of the transactions contemplated hereby to
be performed by it, or the consummation of the transactions contemplated hereby.
2.3 Title to Preferred Stock. Seller is the beneficial owner of, and
has good title to, the Purchased Shares free and clear of all Liens, other than
restrictions on transfer imposed by applicable securities laws.
2.4 Stated Value. The Stated Value Per Share (as such term is defined
in the Certificate of Designations, Preferences and Rights of the Preferred
Stock) of each Purchased Share as of September 30, 2002 is $3.797591784, and,
accordingly, the Purchased Shares are currently convertible by their terms into
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an aggregate of 2,000,000.63 shares of the Company's common stock. The dividends
payable with respect to the Purchased Shares on June 30, 2002 and September 30,
2002 were paid in cash by the Company.
2.5 No Reliance upon the Purchasers. Seller is proceeding with the
transactions contemplated hereby on the assumption that the Purchasers may be in
possession of material, non-public information concerning the Company and its
direct and indirect subsidiaries (the "Purchaser Information") that is not or
may not be known to Seller and that the Purchasers have not disclosed to Seller;
(ii) Seller is voluntarily assuming all risks associated with the sale of the
Purchased Shares and expressly warrants and represents that (x) except as
expressly set forth in Article III hereof the Purchasers have not made, and
Seller disclaims the existence of or its reliance on, any representation by any
of the Purchasers or any of their respective affiliates or representatives
concerning the Company or the Purchased Shares and (y) it is not relying on any
disclosure or non-disclosure made or not made, or the completeness thereof, in
connection with or arising out of the purchase of the Purchased Shares, and
therefore has no claim against any Purchaser with respect thereto; (iii) if any
such claim may exist, Seller, recognizing its disclaimer of reliance and each
Purchaser's reliance on such disclaimer as a condition to entering into this
transaction, covenants and agrees not to assert it against any Purchaser or any
of its affiliates or any of its or their respective officers, directors,
shareholders, partners, representatives or agents; and (iv) no Purchaser shall
have any liability, and Seller waives and releases any claim that it might have
against any Purchaser or its affiliates or any of its or their respective
officers, directors, shareholders, partners, representatives or agents, whether
under applicable securities law or otherwise, based on any Purchaser's
knowledge, possession or nondisclosure to Seller of the Purchaser Information.
2.6 No Other Representations. The representations and warranties of
Seller contained in this Article II constitute the sole and exclusive
representations and warranties of Seller to the Purchasers in connection with
this Agreement and the transactions contemplated hereby, and each Purchaser
acknowledges that all other representations and warranties are expressly
disclaimed and may not be relied upon or serve as a basis for a claim against
Seller.
ARTICLE III
Representations and Warranties of the Purchasers
The Purchasers hereby represent and warrant to Seller as follows:
3.1 Authorization. Each Purchaser has the requisite corporate power
to execute and deliver this Agreement and to perform the transactions
contemplated hereby to be performed by it. The execution and delivery by each
Purchaser of this Agreement and the performance by it of the transactions
contemplated hereby to be performed by it have been duly authorized by all
necessary statutory corporate action on the part of such Purchaser. This
Agreement has been duly executed and delivered by each Purchaser and, assuming
the due execution and delivery of this Agreement by Seller, constitutes a valid
and binding obligation of such Purchaser enforceable against such Purchaser in
accordance with its terms.
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3.2 Securities Law Matters. Each Purchaser:
(a) is an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the
Securities Act of 1933, as amended (the "Securities Act")) and/or a
"qualified institutional buyer" (as defined in Rule 144A under the
Securities Act);
(b) has sufficient knowledge and experience in investment
transactions of the type contemplated hereby to evaluate the merits
and risks of an investment in the Preferred Stock and is able to bear
the risk of loss of its entire investment in the Preferred Stock;
(c) is aware that an investment in the Preferred Stock is
highly speculative and that there can be no assurance as to what
return, if any, there might be;
(d) is purchasing Purchased Shares despite having had
extremely limited or no opportunity to ask questions and receive
answers from Seller or its representatives or from the Company or its
representatives, or to conduct a diligence review of the Company or
its business, prospects or financial condition, other than its
ability to review information that is publicly available about the
Company, but has nevertheless freely determined to purchase Purchased
Shares as contemplated hereby and has independently, and without
reliance on Seller, and based upon such information as such Purchaser
deemed appropriate, made its own analysis of the Company and its
respective future financial performance and prospects and the value
of the Preferred Stock;
(e) has consulted with or has had an opportunity to consult
with its legal and tax advisors in respect of the terms of and an
investment in the Preferred Stock;
(f) is acquiring Purchased Shares for its own account
solely for investment purposes and not with a view to the
distribution thereof, without prejudice, however to its rights to
sell or otherwise dispose of all or any part of the Purchased Shares
under an effective registration statement under the Securities Act
and applicable state securities laws, or pursuant to an exemption
from such registration available under the Securities Act and
applicable state securities laws;
(g) understands and acknowledges that the Purchased Shares
are "restricted" securities and may not be sold, transferred, or
otherwise disposed of, except pursuant to an effective registration
statement in respect of the Purchased Shares or pursuant to an
exemption from the registration requirements of the Securities Act;
(h) understands and acknowledges that Seller is not making
any representation or warranty as to the value or liquidity of the
Preferred Stock or the business, condition (financial or otherwise),
or prospects of the Company;
(i) is proceeding with the transactions contemplated hereby
on the assumption that Seller may be in possession of material,
non-public information concerning the Company and its direct and
indirect subsidiaries (the "Seller Information") that is not or may
not be known to such Purchaser and that Seller has not disclosed to
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such Purchaser; (ii) such Purchaser is voluntarily assuming all risks
associated with the purchase of the Purchased Shares and expressly
warrants and represents that (x) except as expressly set forth in
Article II hereof, Seller has not made, and such Purchaser disclaims
the existence of or its reliance on, any representation by Seller or
its affiliates or representatives concerning the Company or the
Purchased Shares and (y) it is not relying on any disclosure or
non-disclosure made or not made, or the completeness thereof, in
connection with or arising out of the purchase of the Purchased
Shares, and therefore has no claim against Seller with respect
thereto; (iii) if any such claim may exist, such Purchaser,
recognizing its disclaimer of reliance and Seller's reliance on such
disclaimer as a condition to entering into this transaction,
covenants and agrees not to assert it against Seller or any of its
affiliates or any of its or their respective officers, directors,
shareholders, partners, representatives or agents; and (iv) Seller
shall have no liability, and such Purchaser waives and releases any
claim that it might have against Seller or its affiliates or any of
its or their respective officers, directors, shareholders, partners,
representatives or agents, whether under applicable securities law or
otherwise, based on Seller's knowledge, possession or nondisclosure
to such Purchaser of the Seller Information; and
(j) understands and acknowledges that Seller is relying on
the representations set forth in this Section 3.2 as a condition to
entering into the transactions contemplated hereby and that the
Company is relying on such representations and warranties as a
condition to registering the transfer of the Purchased Shares on its
books and records.
3.3 No Other Representations. The representations and warranties of
the Purchasers contained in this Article III constitute the sole and exclusive
representations and warranties of the Purchasers to Seller in connection with
this Agreement and the transactions contemplated hereby, and Seller acknowledges
that all other representations and warranties are expressly disclaimed and may
not be relied upon or serve as a basis for a claim against any Purchaser.
ARTICLE IV
Agreements of the Company
The Company hereby makes the following agreements and confirmations
with the understanding and acknowledgement that the Purchasers are relying on
such agreements and confirmations as a condition to purchasing the Purchased
Shares from Seller:
4.1. Consent to Transfer. The Company hereby consents to the
assignment of Seller's right, title and interest to and under the Registration
Rights Agreement to the Purchasers solely with respect to the Purchased Shares
being purchased by each Purchaser in accordance with Section 2.4(a) thereof and,
at the Closing, agrees to execute a Joinder Agreement with each Purchaser to
reflect the same.
4.2 Stated Value. The Company acknowledges and confirms to the
Purchasers that the Stated Value Per Share as of September 30, 2002 is
$3.797591784, and, accordingly, the Purchased Shares are currently convertible
by their terms into an aggregate of 2,000,000.63 shares of the Company's common
stock. The dividends payable on the Preferred Stock on each of June 30, 2002 and
September 30, 2002 were paid in cash.
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4.3 Shelf Registration Statement. Concurrently with the Closing, the
Company will file with the Securities and Exchange Commission a prospectus
supplement (the "Prospectus Supplement"), pursuant to Rule 424(b) under the
Securities Act, to the prospectus (the "Resale Prospectus") included in the
Registration Statement on Form S-3 (Registration No. 333-60688) relating to,
among other things, the potential resale of shares of the Company's common stock
underlying the Preferred Stock to reflect the consummation of the transactions
contemplated hereby, including to amend the selling shareholder table included
in the Resale Prospectus to (i) include therein the Purchasers with respect to
the shares of common stock of the Company issueable upon conversion of the
Purchased Shares being purchased by each Purchaser hereunder and (ii)
appropriately decrease the number of shares of the Company's common stock
available for sale thereunder by Seller as a result of the consummation of the
transactions contemplated hereto. Each of Seller and the Purchasers agree to
provide the Company any information (including information required under Rule
507 of Regulation S-K) that it may request so that it can file the Prospectus
Supplement as soon as practicable after the date hereof, and the Company agrees
to use its reasonable best efforts to complete and file the Prospectus
Supplement as soon as practicable after the date hereof.
ARTICLE V
Conditions to Closing
5.1 Conditions Precedent to Seller's Obligations. The obligation of
Seller to consummate the sale of the Purchased Shares to the Purchasers as
contemplated hereby at the Closing is subject to the satisfaction or waiver by
Seller of the following conditions:
(a) Accuracy of Representations and Warranties. The
representations and warranties of each Purchaser contained herein
shall be true and correct on and as of the Closing Date with the same
force and effect as though the same had been made on and as of the
Closing Date other than such representations and warranties that
specifically relate to an earlier date (which need only be true and
correct as of such date). The provisions of this Section 5.1(a) shall
be self executing, and each Purchaser, by having closed the sale of
the Purchased Shares hereunder, shall be deemed to have conclusively
certified on and as of the Closing Date that such representations and
warranties were true and correct on and as of the Closing Date.
(b) Performance of Covenants. Each Purchaser shall have
performed and complied, in all material respects, with the covenants
and provisions of this Agreement required to be performed or complied
with by it between the date hereof and the Closing Date.
5.2 Conditions Precedent to the Purchasers' Obligations. The
obligation of each Purchaser to consummate the purchase of the Purchased Shares
from Seller as contemplated hereby at the Closing is subject to the satisfaction
or waiver by each Purchaser of the following conditions:
(a) Accuracy of Representations and Warranties. The
representations and warranties of Seller contained herein shall be
true and correct on and as of the Closing Date with the same force
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and effect as though the same had been made on and as of the Closing
Date other than such representations and warranties that specifically
relate to an earlier date (which need only be true and correct as of
such date). The provisions of this Section 5.2(a) shall be self
executing, and Seller, by having closed the sale of the Purchased
Shares hereunder, shall be deemed to have conclusively certified on
and as of the Closing Date that such representations and warranties
were true and correct on and as of the Closing Date.
(b) Performance of Covenants. Seller shall have performed
and complied in all material respects with all covenants and
provisions of this Agreement required to be performed or complied
with by it between the date hereof and the Closing Date.
(c) Prospectus Supplement. The Company shall have filed
the Prospectus Supplement in accordance with Section 4.3 hereof.
ARTICLE VI
Termination
6.1 Termination. This Agreement may be terminated and the
transactions contemplated hereby abandoned at any time prior to the Closing
Date:
(a) by the written agreement of the Purchasers and Seller;
and
(b) by either Seller or the Purchasers, at any time after
6:00 p.m. (New York City time) on Friday, November 15, 2002, if the
Closing shall not have occurred on or prior to such time; provided,
however, that the right to terminate this Agreement under this
Section 6.1(b) shall not be available to any party whose breach of,
or failure to fulfill any obligation under, this Agreement was the
cause of or resulted in the failure of the Closing to occur on or
before such date.
6.2 Effect of Termination. Upon the termination of this Agreement
pursuant to Section 6.1, this Agreement shall become null and void and of no
further force and effect and all obligations of the parties hereto shall
terminate and there shall be no liability or obligation of any party hereto;
provided, however, that nothing herein shall relieve any party hereto from
liability for its default under or breach of any representation, warranty,
covenant, or agreement under this Agreement prior to such termination.
ARTICLE VII
Miscellaneous
7.1 Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
7.2 Entire Agreement. This Agreement (including the Schedule and
Exhibit attached hereto) constitutes the entire agreement of the parties hereto
in respect of the subject matter hereof, and supersedes all prior agreements or
understandings among the parties hereto in respect of the subject matter hereof.
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7.3 Further Assurances. Each party hereto shall execute and deliver
all such further and additional instruments and agreements and shall take such
further and additional actions, as may be reasonably requested by any other
party in order to evidence or carry out the provisions of this Agreement or to
consummate the transactions contemplated hereby.
7.4 Governing Law; Jurisdiction; Venue. This Agreement shall be
enforced, governed, and construed in all respects in accordance with the laws of
the State of New York applicable to contracts made and performed in such State,
without regard to its conflicts of law provisions. ANY ACTION, SUIT, OR
PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING
OUT OF OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
CAN BE BROUGHT EXCLUSIVELY IN FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF
NEW YORK OR, IF SUCH COURT DOES NOT HAVE JURISDICTION, ANY DISTRICT COURT
SITTING IN THE BOROUGH OF MANHATTAN, THE COUNTY OF NEW YORK, NEW YORK, AND EACH
OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH
COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH ACTION,
SUIT, OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE VENUE OF ANY SUCH ACTION, SUIT, OR PROCEEDING IN ANY SUCH COURT OR THAT ANY
SUCH ACTION, SUIT, OR PROCEEDING THAT IS BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
7.5 Notices. Any notice, request, demand, or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if sent by hand delivery, mail (first class,
certified mail, postage prepaid), facsimile, or overnight courier if to any
party hereto, at the address or facsimile number set forth below such party's
name on the signature pages hereto or to such other address or facsimile number
as such party shall have last designated by notice to the other parties hereto
in accordance with this Section 7.5. Notices sent by hand delivery shall be
deemed to have been given when received or delivery is refused; notices mailed
in accordance with this Section 7.5 shall be deemed to have been given three
days after the date so mailed; notices sent by facsimile shall be deemed to have
been given when electronically confirmed; and notices sent by overnight courier
shall be deemed to have been given on the next business day after the date so
sent.
7.6 Public Statements. Each of Seller, the Purchasers and the Company
shall consult with each other before issuing any press release or making any
public statement in respect of this Agreement or the transactions contemplated
hereby and, except for any press release, public statement or filing with any
regulatory authority the making of which is required by applicable law, will not
issue any such press release or make any such public statement prior to such
consultation.
7.7 No Recourse. Notwithstanding any other provision of this
Agreement to the contrary, no Purchaser nor any person acting on its behalf may
not assert any claim or cause of action against any controlling person, officer,
director, partner, agent, employee, or other representative of Seller in
connection with, arising out of, or relating to this Agreement or the
transactions contemplated hereby.
7.8 Severability. If any provision of this Agreement or the
application of such provision to any person or circumstance shall be held by a
court of competent jurisdiction to be invalid, illegal, or unenforceable under
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the applicable law of any jurisdiction, (i) the remainder of this Agreement or
the application of such provision to other persons or circumstances or in other
jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or
unenforceable provision shall not affect the validity or enforceability of any
other provision of this Agreement.
7.9 Successors and Assigns. Except as otherwise expressly provided
herein, (i) this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, and (ii)
nothing express or implied in this Agreement, is intended or shall be construed
to confer upon or give any person other than the parties hereto and their
respective successors and permitted assigns any right, benefit, or remedy under
or by reason of this Agreement.
7.10 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY HERETO, HEREBY WAIVES ALL RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR
INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
7.11 Amendments. This Agreement may be amended, modified or
supplemented only pursuant to a written instrument making specific reference to
this Agreement and signed by each of the parties hereto.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
SELLER:
SPECIALTY FINANCE PARTNERS
By: Capital Z Partners, Ltd.
its ultimate General Partner
By: /s/ Xxxxxx X. Spass
--------------------------
Name: Xxxxxx X. Spass
Title: Partner
Address for Notices:
--------------------
Specialty Finance Partners
00 Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxx
Facsimile No.: 000-000-0000
[Signature page to this Securities Purchase Agreement,
dated as of November 11, 2002,
by and among Specialty Finance Partners and the purchasers signatory hereto].
PURCHASERS
FIDELITY NATIONAL TITLE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: EVP
FIDELITY NATIONAL TITLE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: EVP
CHICAGO TITLE INSURANCE COMPANY OF OREGON
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: EVP
Address for Notices:
--------------------
Fidelity National Financial, Inc.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
[Signature page to this Securities Purchase Agreement,
dated as of November 11, 2002,
by and among Specialty Finance Partners and the purchasers signatory hereto].
Agreed to as of the date
first written above with
respect to Section 1.3(iii),
the second sentence of
Section 1.3, Article IV and
Article VII above only
LENDINGTREE, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
Address for Notices:
--------------------
LendingTree, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
Facsimile No.: 000-000-0000
[Signature page to this Securities Purchase Agreement,
dated as of November 11, 2002,
by and among Specialty Finance Partners and the purchasers signatory hereto].
SCHEDULE I
PREFERRED STOCK BEING PURCHASED BY PURCHASERS
---------------------------------------- ------------------------- ------------------------------ ----------------------------
NAME NO. OF PURCHASED SHARES NO. OF COMMON SHARES CURRENTLY PURCHASE PRICE
UNDERLYING PREFERRED SHARES*
---------------------------------------- ------------------------- ------------------------------ ----------------------------
FIDELITY NATIONAL TITLE COMPANY 837,842 909,080.54 $10,045,339.98
---------------------------------------- ------------------------- ------------------------------ ----------------------------
FIDELITY NATIONAL TITLE INSURANCE 795,963 863,640.73 $9,543,230.05
COMPANY
---------------------------------------- ------------------------- ------------------------------ ----------------------------
CHICAGO TITLE INSURANCE COMPANY OF 209,469 227,279.36 $2,511,436.91
OREGON
---------------------------------------- ------------------------- ------------------------------ ----------------------------
TOTAL 1,843,274 2,000,000.63 $22,100,006.94
---------------------------------------- ------------------------- ------------------------------ ----------------------------
-----------------
* Based on a 1.085026224 conversion ratio, which is based on a Stated Value
Per Share of Preferred Stock equal to 3.797591784
EXHIBIT A
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Reference is hereby made to that certain Registration Rights
Agreement, dated as of March 7, 2001, among LendingTree, Inc., a Delaware
corporation (the "Company"), and the investors named therein (as amended and in
effect from time to time, the "Registration Rights Agreement").
Each of the undersigned hereby joins and agrees to be a party to and
a "Holder" under the Registration Rights Agreement with respect to a number of
shares of Series A Preferred Stock (as defined in the Registration Rights
Agreement) set forth below such persons' signature below, subject to all of the
rights and obligations applicable to a Holder thereunder. This Joinder Agreement
shall take effect and shall become a part of the Registration Rights Agreement
immediately upon the execution and delivery hereof.
[Signatures appear on the following page]
IN WITNESS WHEREOF, this Joinder Agreement has been duly executed and
delivered by each of the undersigned as of November ___, 2002.
FIDELITY NATIONAL TITLE COMPANY
By: ________________________________
Name:
Title:
No. of shares of Series A Preferred Stock: 837,842
FIDELITY NATIONAL TITLE INSURANCE COMPANY
By: ________________________________
Name:
Title:
No. of shares of Series A Preferred Stock: 795,963
CHICAGO TITLE INSURANCE COMPANY OF OREGON
By: ________________________________
Name:
Title:
No. of shares of Series A Preferred Stock: 209,469
Address for Notices:
Fidelity National Financial, Inc.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
AGREED AND ACCEPTED:
LENDINGTREE, INC
By:
Name:
Title:
