EXECUTION COPY
CLASS B PREFERRED UNIT SUBSCRIPTION AGREEMENT
This CLASS B PREFERRED UNIT SUBSCRIPTION AGREEMENT (the "Agreement") is
entered into as of January 10, 2000 by and between Personalized Media
Communications, L.L.C., a Delaware limited liability company (the "Company"),
and Pegasus Development Corporation, a Delaware corporation (the "Subscriber").
SECTION 1
AUTHORIZATION AND SALE OF CLASS B PREFERRED UNITS
1.1 Authorization of Class B Units. The Company has authorized the sale
and issuance of up to 500,000 units of Class B preferred membership interests in
the Company (the "Class B Units" and together with the Class A membership
interests in the Company, the "Units") having the rights, preferences,
privileges and restrictions as set forth in the form of Second Amended and
Restated Operating Agreement of the Company in substantially the form attached
hereto as Exhibit A (the "Restated Operating Agreement"),
1.2 Sale of Class B Units. Subject to the terms and conditions hereof,
the Company shall issue and sell to the Subscriber, and the Subscriber shall
subscribe to and purchase from the Company, 500,000 Class B Units (such number
of Class B Units, the "Purchased Units") for the Purchase Price (as defined
below).
1.3 Use of Proceeds. The net proceeds from the sale of the Purchased
Units will be used by the Company for general corporate purposes including,
without limitation, distribution to the Company's members.
SECTION 2
CLOSING
2.1 Closing Date. The purchase and sale of the Purchased Units
hereunder (the "Closing") shall take place on January 13, 2000 at the midtown
offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx (Citicorp Center, 000 Xxxx 00xx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10022-4611) at 9:00 a.m. (Eastern
Standard Time) or on such other date or at such other place as the Company and
the Subscriber shall agree.
2.2 Payment for Units. At the Closing, the Subscriber shall pay,
deliver or cause to be delivered to the Company the purchase price, payable as
follows (collectively the "Purchase Price"):
(a) cash in the amount of $14,250,000, payable by wire transfer of
immediately available funds to the following account: Citibank N.A. (330 Xxxxxxx
Xxxxxx, Xxx Xxxx, XxxXxxx 00000), XXX number 000000000, account number 00000000
in the name of Personalized Media Communications, L.L.C.;
(b) 200,000 shares of class A common stock (the "Stock") of Pegasus
Communications Corporation, a Delaware corporation ("Pegasus"); and
(c) 1,000,000 warrants (the "Warrants") issued by Pegasus, which
shall permit the Company, upon exercise of the warrants, to acquire an
additional 1,000,000 shares of class A common stock of Pegasus.
2.3 Delivery of the Stock and Warrants. At the Closing, the Company
shall deliver to the Subscriber any documents necessary to reflect the
subscription and purchase by the Subscriber of the Purchased Units, and the
Subscriber shall deliver to the Company any documents necessary to reflect the
Company's ownership of the Stock and the Warrants.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Subscriber as of the date
hereof and the Closing Date as follows:
3.1 Organization and Standing. The Company is a limited liability
company duly organized and validly existing under, and by virtue of, the laws of
the State of Delaware and is in good standing under such laws. The Company has
all requisite limited liability company power and authority to own and operate
its properties and assets, and to carry on its business as presently conducted
and as proposed to be conducted. The Company has furnished the Subscriber with
true, correct and complete copies of its operating agreement and certificate of
formation.
3.2 Company Power. The Company has all requisite legal and limited
liability company power and authority to execute and deliver this Agreement, to
sell and issue the Units hereunder, and to carry out and perform its obligations
under the terms of this Agreement.
3.3 Subsidiaries. (a) The Company owns one hundred percent (100%) of
the outstanding membership interests of PMC Satellite Development, L.L.C. ("PMC
Satellite") and PMC Satellite Development-Education, L.L.C. ("PMC Satellite
II"). The Company has no subsidiaries other than PMC Satellite and PMC Satellite
II and does not otherwise own or control, directly or indirectly, any equity
interest in any corporation, association or business entity. The Company is not
a party to any joint venture, partnership or similar arrangements. True and
complete copies of the Limited Liability Company Operating Agreement of PMC
Satellite Development, L.L.C. and the Limited Liability Company Operating
Agreements of PMC Satellite Development-Education, L.L.C. are attached hereto as
Exhibits B and C, respectively.
(b) PMC Satellite was formed on January 4, 2000 and, since such
date, has not conducted any business. PMC Satellite II was formed on January 6,
2000 and, since such date, has not conducted any business.
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3.4 Capitalization. (a) Immediately prior to the Closing, the
authorized and outstanding membership interests in the Company, and the
ownership thereof, is as set forth on Schedule 3.4 hereto.
(b) Except as set forth herein or in the Amended and Restated
Limited Liability Company Operating Agreement of the Company attached hereto as
Exhibit D, there are no options, warrants or other rights (including conversion
or preemptive rights) to purchase any class or series of equity or membership
interest in the Company, and there are no agreements, understandings,
commitments or obligations outstanding with respect to the voting, sale or
transfer of any class or series of equity or membership interests in the
Company.
3.5 Operating Agreement. Attached hereto as Exhibit D is a true and
complete copy of the Amended and Restated Limited Liability Company Operating
Agreement of the Company, as currently in effect.
3.6 Accredited Investor. The Company represents and warrants that it is
an "accredited investor" as defined in Rule 501(a) of Regulation D of the
Securities Act of 1933, as amended (the "1933 Act") (an "Accredited Investor").
3.7 Rule 144. It acknowledges that the Stock must be held indefinitely
unless subsequently registered under the 1933 Act or unless an exemption from
such registration is available. It is aware of the provisions of Rule 144
promulgated under the 1933 Act which permit limited resale of equity purchased
in a private placement subject to the satisfaction of certain conditions,
including, among other things, the existence of a public market for the equity,
the availability of certain current public information about the Subscriber, the
resale occurring not less than one year after a party has purchased and paid for
the security to be sold, the sale being effected through a "broker's
transaction" or in a transaction directly with a "market maker", and the amount
of equity being sold during any three-month period not exceeding specified
limitations.
3.8 Restrictions on Transfer. It understands that the transfer of the
Stock is restricted by applicable state and federal securities laws.
3.9 Authorization. All company action on the part of the Company, its
managers and members necessary for the authorization, execution, delivery and
performance of this Agreement by the Company and the authorization, sale,
issuance and delivery of the Purchased Units has been taken or will be taken
prior to the Closing. This Agreement, when executed and delivered by the
Company, shall constitute a valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies.
The Purchased Units, when issued in compliance with the provisions of this
Agreement, will be validly issued, fully paid and nonassessable, and will have
the rights, preferences, privileges and restrictions described in the Restated
Operating Agreement, and such Purchased Units will be free of restrictions on
transferability other than restrictions under this Agreement, the Restated
Operating Agreement, and applicable federal and state law. The issuance of the
Purchased Units is not subject to any preemptive rights or rights of first
refusal, other than rights waived prior to the date hereof.
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SECTION 4
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber hereby represents and warrants to the Company as
follows:
4.1 Accredited Investor. It understands that the offering and sale of
the Units are intended to be exempt from the registration under the 1933 Act and
applicable U.S. state securities laws by virtue of the private placement
exemption from registration provided in Section 4(2) of the 1933 Act and
exemptions under applicable U.S. state securities laws, and it agrees that any
Units acquired by the Subscriber may not be sold, offered for sale, transferred,
pledged, hypothecated or otherwise disposed of in any manner that would require
the Company to register the Units under the 1933 Act. The Subscriber understands
that the Company requires each investor in the Company to be an Accredited
Investor and the Subscriber represents and warrants that it is an Accredited
Investor. The Subscriber covenants that it will not transfer, pledge,
hypothecate or otherwise dispose of its Interest (or any portion thereof) to any
person that the Company reasonably believes is not an Accredited Investor.
4.2 Rule 144. It acknowledges that the Units must be held indefinitely
unless subsequently registered under the 1933 Act or unless an exemption from
such registration is available. It is aware of the provisions of Rule 144
promulgated under the 1933 Act which permit limited resale of equity purchased
in a private placement subject to the satisfaction of certain conditions,
including, among other things, the existence of a public market for the equity,
the availability of certain current public information about the Company, the
resale occurring not less than one year after a party has purchased and paid for
the security to be sold, the sale being effected through a "broker's
transaction" or in a transaction directly with a "market maker", and the amount
of equity being sold during any three-month period not exceeding specified
limitations.
4.3 No Public Market. It understands that no public market now exists
for any of the securities issued by the Company and that the Company has made no
assurances that a public market will ever exist for the Company's securities.
4.4 Restrictions on Transfer. It understands that the transfer of the
Units is restricted by applicable state and federal securities laws and by the
provisions of the Restated Operating Agreement.
4.5 Access to Data. It has had an opportunity to discuss the Company's
business, management and financial affairs with the Company's management, and,
to its knowledge, has received all information it considers necessary or
appropriate for deciding whether to purchase the Units. It has also had an
opportunity to ask questions of managers, officers and employees of the Company.
It understands that such discussions, as well as any written information issued
by the Company, were intended to describe certain aspects of the Company's
business and prospects but were not necessarily a thorough or exhaustive
description.
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4.6 Authorization. This Agreement, when executed and delivered by the
Subscriber, shall constitute a valid and binding obligation of the Subscriber,
enforceable in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies.
4.7 Brokers or Finders. The Company has not and will not incur,
directly or indirectly, as a result of any action taken by the Subscriber, any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement or the transactions contemplated
hereby.
4.8 Tax Liability. It has reviewed with its own tax advisors the tax
consequences of the transactions contemplated by this Agreement. It relies
solely on such advisors and not on any statements or representations of the
Company or any of the Company's agents with respect to such tax consequences. It
understands that it, and not the Company, shall be responsible for its own tax
liability that may arise as a result of the transactions contemplated by this
Agreement.
SECTION 5
CONDITIONS TO CLOSING OF THE SUBSCRIBER
The Subscriber's obligation to purchase the Purchased Units is, unless
waived in writing by the Subscriber, subject to the fulfillment as of the
Closing Date of the following conditions:
5.1 Representations and Warranties Correct. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct in
all material respects as of the Closing Date.
5.2 Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed or complied with by the Company on or prior to
the Closing shall have been performed or complied with in all material respects.
5.3 Restated Operating Agreement. The Restated Operating Agreement
shall have been executed by the Managing Member of the Company and delivered to
the Subscriber.
5.4 License Agreements and Option Agreement. License agreements between
the Company and PMC Satellite and the Company and PMC Satellite II in
substantially the form attached hereto as Exhibits E and F respectively and an
option agreement between the Company and the Subscriber in substantially the
form attached hereto as Exhibit G shall have been executed and copies of such
agreements shall have been delivered to the Subscriber.
5.5 Sublicense Agreement. A sublicense agreement (the "Sublicense
Agreement") in substantially the form attached hereto as Exhibit H shall have
been executed and delivered to the Subscriber.
5.6 Security Agreements. Security agreements in a form reasonably
satisfactory to the Subscriber granting to the Subscriber a security interest in
(i) the Company's interest in PMC Satellite and (ii) PMC Satellite's interest
under the License Agreement to be dated between the Company and PMC Satellite,
and financing statements evidencing such security interests, shall have been
executed by the Company and copies of such agreement and statements shall have
been delivered to the Subscriber. Both the security interest granted by the
Company and the security interest granted by PMC Satellite will secure (i) the
Company's obligations under this Agreement and the Company's obligations to the
Class B Members under the Restated Operating Agreement and (ii) PMC Satellite's
obligations under the Sublicense Agreement.
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5.7 Forbearance Agreement. A forbearance agreement substantially in the
form attached hereto as Exhibit I shall have been executed and a copy thereof
delivered to the Subscriber.
5.8 Xxxx Xxxxx Xxxxxx Representation Letter. A Xxxx Xxxxx Xxxxxx
representation letter substantially in the form attached hereto as Exhibit J
shall have been executed and delivered to the Subscriber.
SECTION 6
CONDITIONS TO CLOSING OF THE COMPANY
The Company's obligation to sell and issue the Purchased Units to the
Subscriber at the Closing is, unless waived in writing by the Company, subject
to the fulfillment as of the Closing Date of the following conditions:
6.1 Representations and Warranties Correct. The representations made in
Section 4 hereof by the Subscriber shall be true and correct in all material
respects as of the Closing Date.
6.2 Covenants. All covenants, agreements, and conditions contained in
this Agreement to be performed or complied with by the Subscriber on or prior to
the Closing Date shall have been performed or complied with in all material
respects.
6.3 Payment of Purchase Price. The Subscriber shall have delivered to
the Company the Purchase Price.
6.4 Restated Operating Agreement. The Restated Operating Agreement
shall have been executed by the Subscriber and delivered to the Company.
6.5 Sublicense Agreement. A sublicense agreement in substantially the
form attached hereto as Exhibit H shall have been executed by the Subscriber and
delivered to the Company.
6.6 Warrant Agreement. A warrant agreement in a form reasonably
satisfactory to the Company shall have been executed by the Subscriber and
delivered to the Company.
6.7 Registration Rights Agreement. A registration rights agreement in a
form reasonably satisfactory to the Company, granting the Company registration
rights in respect of the Stock and the stock obtainable upon exercise of the
Warrants for the period beginning on July 10, 2000 through January 10, 2001,
shall have been executed by the Subscriber and delivered to the Company.
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SECTION 7
COVENANTS
7.1 Transfer Restrictions on Warrants. (a) The Company shall not sell,
transfer or otherwise dispose of the Warrants, or the stock issued to the
Company upon exercise of the Warrants, until:
(i) in the event that the Subscriber exercises its
rights under Section 14.0.1 of the Restated Operating
Agreement (the "Withdrawal Rights"), the date on
which the closing of the Withdrawal Rights has been
effectuated; provided that if such closing is not
effectuated within fifteen (15) days of the receipt
by the Company of the notice of exercise of the
Withdrawal Rights as a result of an act or omission
of the Subscriber, the transfer restrictions shall
cease as of the expiration of such fifteen (15) day
period; provided further that in the event that the
closing has not been effectuated as a result of the
failure by the Subscriber to obtain regulatory
approvals in respect of the closing, the transfer
restrictions shall remain in effect until the earlier
of (i) the date on which (A) any necessary regulatory
approvals are received or (B) the regulatory
authority from which such approvals are sought
provides notice that such regulatory approvals will
not be granted and any litigation or appeal with
respect thereto have been finally resolved and (ii)
January 14, 2005, with the understanding that if
regulatory approvals are sought and, as a result of
such, a regulatory authority requires termination of
the sublicense granted pursuant to the Sublicense
Agreement, the transfer restriction shall remain in
effect;
(ii) in the event that the Company exercises its
rights under Section 14.0.2 of the Restated Operating
Agreement (the "Redemption Rights"), January 14,
2005; or
(iii) in the event that neither the Subscriber has
exercised its Withdrawal Rights nor Company has
exercised its Redemption Rights prior to March 17,
2003, as of March 18, 2003;
(b) Notwithstanding the provisions of Section 7.1(a), the
transfer restriction set forth above shall automatically cease to exist
immediately upon the occurrence of any of the following events:
(i) the occurrence of any of the following: (A) the
sale, lease, transfer, conveyance or other
disposition (other than by way of merger or
consolidation), in one or a series of related
transactions, of all or substantially all of the
assets of Pegasus and its subsidiaries taken as a
whole to any "person" (as such term is used in
Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) other than
Xxxxxxxx X. Xxxxx or his Related Parties (as defined
below), (B) the adoption of a plan relating to the
liquidation or dissolution of Pegasus, (C) the
consummation of any transaction (including, without
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limitation, any merger or consolidation) the result
of which is that (x) any "person" (as defined above)
becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the 1934
Act, except that a person shall be deemed to have
"beneficial ownership" of all securities that such
person has the right to acquire, whether such right
is exercisable immediately or only after the passage
of time, upon the happening of an event or
otherwise), directly or indirectly, of more of the
voting stock of Pegasus (measured by voting power
rather than number of shares) than is at the time
beneficially owned (as defined above) by Xxxxxxxx X.
Xxxxx and his Related Parties in the aggregate, (y)
Xxxxxxxx X. Xxxxx and his Related Parties
collectively cease to beneficially own (as defined
above) voting stock of Pegasus having at least thirty
percent (30%) of the combined voting power of all
classes of voting stock of Pegasus then outstanding
or (z) Xxxxxxxx X. Xxxxx and his Affiliates (as
defined below) acquire, in the aggregate, beneficial
ownership (as defined above) of more than sixty six
and two-thirds percent (66 2/3%) of the shares of
class A common stock of Pegasus at the time
outstanding or (D) the first day on which a majority
of the current members of the board of directors of
Pegasus are no longer directors;
where:
"Affiliate" of any specified individual, legal entity
(including, without limitation, a corporation, a
partnership, a limited liability company, a legal
entity of public law, a trust or an unincorporated
organization), or a government or any agency or
political subdivision thereof (a "Person") means any
other Person directly or indirectly controlling or
controlled by or under direct or indirect common
control with such specified Person. For purposes of
this definition, "control" (including, with
correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as
used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to
direct or cause the direction of the management or
policies of such Person, whether through the
ownership of voting securities, by agreement or
otherwise; provided, however, that beneficial
ownership of ten percent (10%) or more of the voting
securities of a Person shall be deemed to be control.
"Related Party" with respect to Xxxxxxxx X. Xxxxx
means (A) any immediate family member of Xxxxxxxx X.
Xxxxx or (B) any trust, corporation, partnership or
other entity, more than fifty percent (50%) of the
voting equity interests of which are owned directly
or indirectly by, and which is controlled by,
Xxxxxxxx X. Xxxxx and/or such other Persons referred
to in the immediately preceding clause (A). For
purposes of this definition, (i) "immediate family
member" means spouse, parent, step-parent, child,
sibling or step-sibling and (ii) "control" has the
meaning specified in the definition of "Affiliate"
contained herein. In addition, the estate of Xxxxxxxx
X. Xxxxx shall be deemed to be a Related Party until
such time as such estate is distributed in accordance
with Xxxxxxxx X. Xxxxx'x will or applicable state
law.
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(ii) [omitted and filed separately with the
Commission];
(iii) the Subscriber granting a sublicense under the
Sublicense Agreement to any third party other than an
Affiliate (as defined in Section 7.1(b)(i)) of
Pegasus; or
(iv) the mutual agreement of the Parties to
remove the transfer restriction.
SECTION 8
MISCELLANEOUS
8.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PROVISIONS.
8.2 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto;
provided, however, that the rights of the Subscriber to purchase the Units shall
not be assignable without the consent of the Company.
8.3 Entire Agreement; Amendment. This Agreement, including the exhibits
hereto, constitutes the full and entire understanding and agreement among the
parties with regard to the subjects hereof and thereof, and no party shall be
liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein or therein.
This Agreement including the exhibits hereto supersedes any prior written or
oral agreement or understanding with respect to the subject matter hereof.
Except as expressly provided herein, neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.
8.4 Notices, etc. All notices, requests and other communications to any
party hereunder shall be in writing and addressed to the respective parties at
the following addresses (or at such other address for a party as shall be
specified in a notice given in accordance with this Section 8.4):
(a) if to the Company, to:
Personalized Media Communications, L.L.C.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. XxXxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
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with a copy to:
Xxxxxx Xxxxxxxx
Xxxxxx, Xxxxxxx & Xxxxxxx, LLP
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
(b) if to the Subscriber, to:
Pegasus Development Corporation
c/o Pegasus Communications Management Corporation
000 Xxxx Xxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
with a copy to:
Pegasus Development Corporation
Pegasus Communications Management Corporation
000 Xxxx Xxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Attention: Xxx X. Lodge
Telephone: 000-000-0000
Facsimile: 000-000-0000
All notices under this Section 8.4 shall be deemed to have been given
upon receipt if delivered in person and shall be deemed to have been given (i)
two Business Days after transmission of a telegram or telex, (ii) upon
confirmation of receipt if transmitted by facsimile transmission, (iii) four
Business Days after deposit in United States registered or certified mail
(postage prepaid, return receipt requested) or (iv) two Business Days after
delivery to a reputable overnight courier, provided, however, that such notice
provision may be waived in writing by any party hereto.
8.5 Delays or Omissions. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party, upon
any breach or default of another party under this Agreement, shall impair any
such right, power or remedy of such party nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under
this Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing and signed by the party
against whom enforcement of such waiver, permit, consent or approval is sought.
All remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
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8.6 Expenses. Each of the Company and the Subscriber shall bear its own
expenses incurred on its behalf with respect to this Agreement and the
transactions contemplated hereby.
8.7 Counterparts. This Agreement may be executed in two counterparts,
each of which shall be an original, and both of which together shall constitute
one instrument.
8.8 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision, which shall be replaced with an enforceable provision
closest in intent and economic effect as the severed provision; provided that no
such severability shall be effective if it materially changes the economic
benefit of this Agreement to any party.
8.9 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
8.10 Finder's Fees. The Subscriber agrees to indemnify and to hold
harmless the Company from any liability for any commission or compensation in
the nature of a finder's fee (and the cost and expenses of defending against
such liability or asserted liability) for which the Subscriber or any of its
partners, employees, or representatives is responsible. The Company agrees to
indemnify and hold harmless each Subscriber from any liability for any
commission or compensation in the nature of a finder's fee (and the costs and
expenses of defending against such liability or asserted liability) for which
the Company or any of its officers, employees, or representatives is
responsible.
8.11 Survival of Warranties. The warranties, representations and
covenants of the Company and the Subscriber contained in or made pursuant to
this Agreement shall survive the execution and delivery of this Agreement and
the Closing.
8.12 Further Assurances. Each party to this Agreement agrees to
cooperate fully with the other parties and to execute such further instruments,
documents and agreements and to give such further written assurances, as may be
reasonably requested by any other party, to evidence and reflect the
transactions described herein and contemplated hereby and to carry into effect
the intents and purposes of this Agreement.
8.13 Exhibits and Schedules. All of the Exhibits and Schedules to this
Agreement are hereby incorporated by reference herein, and any disclosure made
on any Schedule delivered pursuant hereto shall be deemed to have been disclosed
for purposes of any other Schedule required hereby.
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SIGNATURES
IN WITNESS WHEREOF, this Agreement is hereby executed as of the date
first written above.
PERSONALIZED MEDIA COMMUNICATIONS, L.L.C.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Member
PEGASUS DEVELOPMENT CORPORATION
By: /s/ Xxx X. Lodge
------------------------------
Name: Xxx X. Lodge
Title: Senior Vice President
