FIRST AMENDMENT TO PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") is made as
of June 3, 2003, by and among Gevity HR, Inc., a Florida corporation (the
"Company"), Frontenac VIII Limited Partnership, a Delaware limited partnership
("Frontenac VIII"), Frontenac Masters VIII Limited Partnership, a Delaware
limited partnership ("Frontenac Masters VIII"), Suntrust Equity Funding, LLC
(d/b/a Suntrust Equity Partners), a Delaware limited liability company
("Suntrust"), BVCF IV, L.P., a Delaware limited partnership ("BVCF," and
together with Frontenac VIII, Frontenac Masters VIII and Suntrust, the "Original
Purchasers"), and C&B Capital, L.P., a Delaware limited partnership ("C&B").
The Company and the Original Purchasers are parties to a Preferred Stock
Purchase Agreement dated as of April 24, 2003 (the "Original Purchase
Agreement"), pursuant to which the Company agreed to sell to the Original
Purchasers, and the Original Purchasers agreed to purchase from the Company, in
the aggregate 30,000 shares of the Company's Series A Preferred Stock, par value
$.01 per share (the "Preferred Stock"), on the terms and subject to the
conditions set forth therein. The Company desires to sell to C&B, and C&B
desires to purchase from the Company, 750 shares of the Company's Preferred
Stock on the terms and subject to the conditions set forth in the Original
Purchase Agreement. The Company and the Original Purchasers desire to amend the
Original Purchase Agreement to permit such sale and to join C&B as a party to
the Original Purchase Agreement and pursuant to Section 8H of the Original
Purchase Agreement, the provisions of the Original Purchase Agreement may be
amended prior to the Closing with the prior written consent of the Majority
Purchasers.
NOW THEREFORE, the undersigned hereby agree as follows:
1. Schedule of Purchasers. The Schedule of Purchasers attached to the
Original Purchase Agreement is hereby deleted in its entirety and replaced with
the Schedule of Purchasers attached hereto as Exhibit A.
2. Effect on Original Purchase Agreement. Except as it is otherwise
expressly amended by this Amendment, the Original Purchase Agreement remains in
full force and effect. The Original Purchase Agreement, as amended pursuant to
this Amendment, is referred to herein as the "Purchase Agreement."
3. Purchase Agreement. The Company, the Original Purchasers and C&B hereby
agree that C&B shall hereby become a party to the Purchase Agreement and shall
hereby be considered a Purchaser for all purposes of the Purchase Agreement.
Without limiting the generality of the foregoing, C&B hereby agrees to be bound
by the Purchase Agreement, and subject to the terms and conditions of the
Purchase Agreement, as a Purchaser, and hereby makes the representations and
warranties set forth in Section 8E of the Purchase Agreement as of the date of
this Amendment.
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4. Counterpart Signature Page. The Company, the Original Purchasers and
C&B hereby acknowledge and agree that C&B's signature hereto shall constitute an
executed counterpart signature page to the Purchase Agreement.
5. Counterparts. This Amendment may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same instrument.
6. Defined Terms. All capitalized terms not otherwise defined in this
Amendment have the meanings set forth in the Original Purchase Agreement.
* * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.
GEVITY HR, INC.
By:
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Its:
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FRONTENAC VIII LIMITED PARTNERSHIP
By: FRONTENAC VIII PARTNERS, L.P.
Its: General Partner
By: FRONTENAC COMPANY VIII, L.L.C.
Its: General Partner
By:
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Its:
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FRONTENAC MASTERS VIII LIMITED PARTNERSHIP
By: FRONTENAC VIII PARTNERS, L.P.
Its: General Partner
By: FRONTENAC COMPANY VIII, L.L.C.
Its: General Partner
By:
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Its:
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SUNTRUST EQUITY FUNDING, LLC d/b/a
SUNTRUST EQUITY PARTNERS
By:
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Its: Manager
BVCF IV, L.P.
By: X.X. XXXX ASSOCIATES, LLC
Its: General Partner
By: XXXXXXX VENTURE MANAGEMENT, LLC
Its: Attorney-in-fact
By: XXXXX STREET PARTNERS, LLC
Its: Administrative Member
By:
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Its:
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C&B CAPITAL, L.P.
By: C&B CAPITAL GP, LLC
Its: General Partner
By:
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Its:
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EXHIBIT A
Amended Schedule of Purchasers
SCHEDULE OF PURCHASERS
(amended as of June 6, 2003)
No. of Shares of Total Purchase Price
Names and Addresses Preferred Stock for Preferred Stock
------------------------------------------ ---------------- --------------------
Frontenac VIII Limited Partnership 19,385 $ 19,385,000
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Frontenac Masters VIII Limited Partnership 865 $ 865,000
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
SunTrust Equity Funding, LLC 5,000 $ 5,000,000
SunTrust Equity Partners
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BVCF IV, L.P. 4,000 $ 4,000,000
x/x Xxxxx Xxxxxx Partners
Xxx Xxxxx Xxxxxx Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
C&B Capital, L.P. 750 $ 750,000
0000 Xxxxxxxxx Xxxxxxx, X.X.
Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, III
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
TOTAL 30,000 $30,000,000.00
