EXHIBIT 10.31
EXECUTION COPY
STOCK PURCHASE AGREEMENT
BY AND AMONG
SEABRIGHT INSURANCE HOLDINGS, INC.
AND
EACH OF THE PURCHASERS NAMED HEREIN
DATED AS OF JUNE 30, 2004
TABLE OF CONTENTS
Section 1. Authorization and Closing.................................. 1
1A. Authorization of the Convertible Preferred Stock........... 1
1B. Purchase and Sale of the Convertible Preferred Stock....... 1
1C. The Closing................................................ 1
Section 2. Conditions of Each Purchaser's Obligation at the Closing... 1
2A. Representations and Warranties; Covenants.................. 2
2B. Certificate of Incorporation............................... 2
2C. Sale of the Convertible Preferred Stock to Each Purchaser.. 2
2D. Litigation................................................. 2
2E. Filings.................................................... 2
2F. Governmental Consents and Approvals........................ 2
2G. Waiver..................................................... 2
Section 3. Transfer of Restricted Securities.......................... 2
3A. General Provisions......................................... 2
3B. Rule 144A.................................................. 2
3C. Legend Removal............................................. 2
Section 4. Representations and Warranties of the Company.............. 3
4A. Organization, Corporate Power and Licenses................. 3
4B. Capital Stock and Related Matters.......................... 3
4C. Authorization; No Breach................................... 4
Section 5. Definitions................................................ 4
5A. Definitions................................................ 4
Section 6. Miscellaneous.............................................. 5
6A. Stockholders Agreement and Registration Agreement.......... 5
6B. Remedies................................................... 5
6C. Purchaser's Investment Representations..................... 6
6D. Consent to Amendments...................................... 7
6E. Survival of Representations and Warranties................. 7
6F. Successors and Assigns..................................... 7
6G. Severability............................................... 7
6H. Entire Agreement........................................... 8
6I. Counterparts............................................... 8
6J. Descriptive Headings; Interpretation....................... 8
6K. Governing Law.............................................. 8
6L. Notices.................................................... 8
6M. No Strict Construction..................................... 9
6N. Understanding Among the Purchasers......................... 9
SCHEDULES AND EXHIBITS
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Schedule of Purchasers
Exhibit A - Certificate of Incorporation
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of June 30, 2004, by and
among SeaBright Insurance Holdings, Inc., a Delaware corporation (the
"Company"), and the Persons listed on the Schedule of Purchasers attached hereto
(collectively referred to herein as the "Purchasers" and individually as a
"Purchaser"). Except as otherwise indicated herein, capitalized terms used
herein are defined in Section 5 hereof.
WHEREAS, pursuant to this Agreement, the Company desires to issue
and sell and the Purchasers desire to purchase an aggregate of 51,105.25 shares
of the Company's Series A Preferred Stock, par value $.001 per share (the
"Convertible Preferred Stock"), for an aggregate purchase price of $5,105,525;
NOW, THEREFORE, in consideration of the mutual covenants, agreements
and understandings herein contained, the Purchasers and the Company hereby agree
as follows:
Section 1. Authorization and Closing.
1A. Authorization of the Convertible Preferred Stock. The Company
shall authorize the issuance and sale to the Purchasers of an aggregate of
51,105.25 shares of Convertible Preferred Stock having the rights and
preferences set forth in the Certificate of Incorporation (as defined below).
1B. Purchase and Sale of the Convertible Preferred Stock. At the
Closing (as defined below), the Company shall sell to each Purchaser and,
subject to the terms and conditions set forth herein, each Purchaser shall
purchase from the Company the number of shares of Convertible Preferred Stock
set forth opposite such Purchaser's name on the Schedule of Purchasers attached
hereto at the price set forth opposite such Purchaser's name on the Schedule of
Purchasers attached hereto. The sale of the Convertible Preferred Stock to each
Purchaser shall constitute a separate sale hereunder.
1C. The Closing. The closing of the separate purchases and sales of
the Convertible Preferred Stock (the "Closing") shall take place at the offices
of Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or at
such other place as may be mutually agreeable to each of the Purchasers and the
Company, at 10:00 a.m., local time, on the date hereof or at such other time as
may be mutually agreeable to each of the Purchasers and the Company. At the
Closing, the Company shall deliver to each Purchaser stock certificates
evidencing the Convertible Preferred Stock to be purchased by such Purchaser
registered in such Purchaser's name, upon payment of the purchase price therefor
by wire transfer of immediately available funds to an account designated by the
Company prior to the Closing, in the amount(s) set forth opposite such
Purchaser's name on the Schedule of Purchasers attached hereto.
Section 2. Conditions of Each Purchaser's Obligation at the Closing.
The obligation of each Purchaser to purchase and pay for the Convertible
Preferred Stock to be purchased by such Purchaser at the Closing is subject to
the satisfaction as of the Closing of the following conditions:
2A. Representations and Warranties; Covenants. The representations
and warranties contained in Section 4 hereof shall be true and correct at and as
of the Closing as though then made and the Company shall have performed all of
the covenants required to be performed by it hereunder prior to the Closing.
2B. Certificate of Incorporation. The Company's Certificate of
Incorporation (the "Certificate of Incorporation") shall include the provisions
set forth in Exhibit A attached hereto, shall be in full force and effect under
the laws of the State of Delaware as of the Closing and shall not have been
amended or modified.
2C. Sale of the Convertible Preferred Stock to Each Purchaser. The
Company shall have simultaneously sold to each Purchaser the Convertible
Preferred Stock to be purchased by such Purchaser hereunder at the Closing and
shall have received payment therefor in full as provided herein.
2D. Litigation. No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority in
which it is sought to restrain or prohibit the transactions contemplated hereby
and no injunction, judgment, order, decree or ruling with respect thereto shall
be in effect.
2E. Filings. The Company shall have made all filings required to be
made by the Company and shall have obtained all permits and other authorizations
required to be obtained by the Company under all applicable federal and state
securities laws to consummate the transactions contemplated by this Agreement in
compliance with such laws.
2F. Governmental Consents and Approvals. The Company and the
Purchasers shall have received or obtained all governmental and regulatory
consents and approvals that are necessary for the consummation of the
transactions contemplated hereby, in each case on terms and conditions
satisfactory to the Purchasers.
2G. Waiver. Any condition specified in this Section 2 may be waived
if consented to by the Purchasers.
Section 3. Transfer of Restricted Securities.
3A. General Provisions. Restricted Securities are transferable only
pursuant to (i) public offerings registered under the Securities Act, (ii) Rule
144 or Rule 144A of the Securities and Exchange Commission (or any similar rule
or rules then in force) if such rule is available and (iii) subject to the
conditions specified in paragraph 3B below, any other legally available means of
transfer.
3B. Rule 144A. Upon the request of a holder of Restricted
Securities, the Company shall promptly supply to such holder or its prospective
transferees all information regarding the Company required to be delivered in
connection with a transfer pursuant to Rule 144A of the Securities and Exchange
Commission.
3C. Legend Removal. If any Restricted Securities become eligible for
sale pursuant to Rule 144(k), the Company shall, upon the request of the holder
of such Restricted
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Securities, remove the legend set forth in Section 6C from the certificates for
such Restricted Securities.
Section 4. Representations and Warranties of the Company. As a
material inducement to the Purchasers to enter into this Agreement and purchase
the Convertible Preferred Stock hereunder, the Company hereby represents and
warrants that:
4A. Organization, Corporate Power and Licenses. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a
material adverse effect on the financial condition, operating results, assets,
operations or business prospects of the Company and its Subsidiaries taken as a
whole. The Company possesses all requisite corporate power and authority and all
material licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses as now conducted and presently proposed
to be conducted and to carry out the transactions contemplated by this
Agreement.
4B. Capital Stock and Related Matters.
(i) As of the Closing and after giving effect to the transactions
contemplated by this Agreement, the authorized capital stock of the Company
shall consist of (a) 750,000 shares of Convertible Preferred Stock, of which
507,805.25 shares shall be issued and outstanding, and (b) 1,100,000 shares of
Common Stock, of which no shares shall be issued and outstanding and 101,500 of
which shall be reserved for issuance upon exercise of stock options to be issued
under the Company's Stock Option Plan and the remainder of which shall be
reserved for issuance upon conversion of the Convertible Preferred Stock (it
being understood that promptly following the Closing, the Company shall cause to
be filed an amendment to its certificate of incorporation increasing the number
of authorized shares of its Common Stock to at least 1,200,000 and reserving for
issuance upon conversion of the Convertible Preferred Stock an additional number
of shares of Common Stock sufficient to permit conversion in full of all
outstanding shares of Convertible Preferred Stock, together with the exercise of
all outstanding options to acquire Common Stock). As of the Closing, neither the
Company nor any of its Subsidiaries shall have outstanding any stock or
securities convertible or exchangeable for any shares of its capital stock or
containing any profit participation features, nor shall it have outstanding any
rights or options to subscribe for or to purchase its capital stock or any stock
or securities convertible into or exchangeable for its capital stock or any
stock appreciation rights or phantom stock plans, except for the Convertible
Preferred Stock and except for any options issued under the Company's Stock
Option Plan. As of the Closing, neither the Company nor any of its Subsidiaries
shall be subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital stock or any warrants,
options or other rights to acquire its capital stock, except as set forth in the
Certificate of Incorporation and except pursuant to any rights exercised by the
Company pursuant to the Stockholders Agreement (as defined below) or the
Executive Stock Agreements entered into by the Company and certain executives,
dated as of September 30, 2003. As of the Closing, all of the outstanding shares
of the Company's capital stock shall be validly issued, fully paid and
nonassessable.
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(ii) There are no statutory or contractual stockholders preemptive
rights or rights of refusal with respect to the issuance of the Convertible
Preferred Stock hereunder. The Company has not violated any applicable federal
or state securities laws in connection with the offer, sale or issuance of any
of its capital stock, and the offer, sale and issuance of the Convertible
Preferred Stock hereunder does not require registration under the Securities Act
or any applicable state securities laws.
4C. Authorization; No Breach. The execution, delivery and
performance of this Agreement and all other agreements and instruments
contemplated hereby to which the Company is a party and the offering, sale and
issuance of the Convertible Preferred Stock hereunder has been duly authorized
by the Company. This Agreement and all other agreements and instruments
contemplated hereby to which the Company is a party each constitutes a valid and
binding obligation of the Company, enforceable in accordance with its terms. The
execution and delivery by the Company of this Agreement and all other agreements
and instruments contemplated hereby to which the Company is a party, the
offering, sale and issuance of the Convertible Preferred Stock hereunder and the
fulfillment of and compliance with the respective terms hereof and thereof by
the Company, do not and shall not (i) conflict with or result in a breach of the
terms, conditions or provisions of, (ii) constitute a default under, (iii)
result in the creation of any Lien upon the Company's or any of its
Subsidiaries' capital stock or assets pursuant to, (iv) give any third party the
right to modify, terminate or accelerate any obligation under, (v) result in a
violation of, or (vi) require any authorization, consent, approval, exemption or
other action by or notice or declaration to, or filing with, any court or
administrative or governmental body or agency pursuant to, the charter or bylaws
of the Company or any of its Subsidiaries, or any law, statute, rule or
regulation to which the Company or any of its Subsidiaries is subject, or any
agreement, instrument, order, judgment or decree to which the Company or any of
its Subsidiaries is subject.
Section 5. Definitions.
5A. Definitions. For the purposes of this Agreement, the following
terms have the meanings set forth below:
"Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof), any sale of receivables
with recourse against the Company, any filing or agreement to a file a financing
statement as debtor under the Uniform Commercial Code or any similar statute
(other that to reflect ownership by a third party of property leased to the
Company under a lease which is not in the nature of a conditional sale or title
retention agreement), or any subordination arrangements in favor of another
Person.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Restricted Securities" means (i) the Convertible Stock issued
hereunder, (ii) the Convertible Preferred Stock issued under the Executive Stock
Agreements, (iii) the Common
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Stock issued upon exercise of the options issued under the Company's Stock
Option Plan and conversion of the Convertible Preferred Stock and (iv) any
securities issued with respect to the securities referred to in clauses (i),
(ii) or (iii) above by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Restricted Securities, such securities
shall cease to be Restricted Securities when they have (a) been effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering them, (b) been distributed to the public through
a broker, dealer or market maker pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act or become eligible for sale pursuant to
Rule 144(k) (or any similar provision then in force) under the Securities Act or
(c) been otherwise transferred and new certificates for them not bearing the
Securities Act legend set forth in paragraph 6C have been delivered by the
Company in accordance with Section 3. Whenever any particular securities cease
to be Restricted Securities, the holder thereof shall be entitled to receive
from the Company, without expense, new securities of like tenor not bearing a
Securities Act legend of the character set forth in paragraph 6C.
"Securities Act" means the Securities Act of 1933, as amended, or
any similar federal law then in force.
"Securities and Exchange Commission" includes any governmental body
or agency succeeding to the functions thereof.
Section 6. Miscellaneous.
6A. Stockholders Agreement and Registration Agreement. The parties
hereto agree that, by and upon execution of this Agreement, the shares purchased
by (i) the Persons listed as "Summit Stockholders" on the Schedule of Purchasers
attached hereto shall be (a) deemed to be "Summit Shares" pursuant to the terms
of that certain Stockholders Agreement by and among the Company and the persons
listed on the signature pages thereto, dated as of September 30, 2003 (the
"Stockholders Agreement"), and such acquired shares hereunder shall be entitled
to the rights and benefits of Summit Shares thereunder, and (b) deemed to be
"Registrable Securities" pursuant to the terms of that certain Registration
Agreement by and among the Company and the persons listed on the signature pages
thereto, dated as of September 30, 2003, and such acquired shares hereunder
shall be entitled to the rights and benefits of Registrable Securities
thereunder, and (ii) the Persons listed as "Other Stockholders" on the Schedule
of Purchasers attached hereto shall be (x) deemed to be "Other Stockholder
Shares" pursuant to the terms of the Stockholders Agreement, and such acquired
shares shall be entitled to the rights and benefits of Other Stockholder Shares
thereunder, and (b) deemed to be "Executive Stock" pursuant to the terms of the
Executive Stock Agreement by and between the Company and each such Person, dated
as of September 30, 2003, and such acquired shares hereunder shall be entitled
to the rights and benefits and obligations, including, without limitation,
subject to the repurchase rights, thereunder.
6B. Remedies. Each holder of Convertible Preferred Stock shall have
all rights and remedies set forth in this Agreement or the Certificate of
Incorporation and all rights and remedies which such holders have been granted
at any time under any other agreement or contract and all of the rights which
such holders have under any law. Any Person having any
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rights under any provision of this Agreement shall be entitled to enforce such
rights specifically (without posting a bond or other security), to recover
damages by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
6C. Purchaser's Investment Representations.
(i) Each Purchaser hereby represents that it is acquiring the
Restricted Securities purchased hereunder or acquired pursuant hereto for its
own account with the present intention of holding such securities for purposes
of investment, and that it has no intention of selling such securities in a
public distribution in violation of the federal securities laws or any
applicable state securities laws; provided that nothing contained herein shall
prevent any Purchaser and subsequent holders of Restricted Securities from
transferring such securities in compliance with the provisions of Section 3
hereof. Each certificate or instrument representing Restricted Securities shall
be imprinted with a legend in substantially the following form:
"The securities represented by this certificate were originally issued on
June 30, 2004, and have not been registered under the Securities Act of
1933, as amended. The transfer of the securities represented by this
certificate is subject to the conditions specified in the Stock Purchase
Agreement, dated as of June 30, 2004, and as amended and modified from
time to time, between the issuer (the "Company") and certain investors,
and the Company reserves the right to refuse the transfer of such
securities until such conditions have been fulfilled with respect to such
transfer. A copy of such conditions shall be furnished by the Company to
the holder hereof upon written request and without charge."
(ii) Each Purchaser has been given full access to all information
regarding the Company (including access to the Acquisition Agreement) that it
has requested from the Company and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the Convertible Preferred
Stock to be purchased by it hereunder. Each Purchaser is capable of evaluating
and has evaluated the merits and risks of its purchase of the Convertible
Preferred Stock hereunder and is able to bear the economic risk of its
investment in the Convertible Preferred Stock.
(iii) Each Purchaser is an "accredited investor" as defined in Rule
501(a) under the Securities Act and has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of its prospective investment in the Convertible Preferred
Stock, is able to bear the economic risk of such investment and, at the present
time, is able to afford a complete loss of such investment.
(iv) Each Purchaser recognizes that it must bear the economic risk
of the investment represented by its purchase of the Convertible Preferred Stock
for an indefinite period. Each Purchaser understands that the Convertible
Preferred Stock has not been registered under the Securities Act on the basis
that the sale provided for in this Agreement is exempt from the registration
provisions thereof and that the Company's reliance on such exemption is
predicated upon the representations of the Purchasers set forth herein.
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(v) Each Purchaser has the requisite power and authority to purchase
the Restricted Securities to be purchased by such Purchaser hereunder. This
Agreement is a valid and binding obligation of such Purchaser enforceable in
accordance with its terms.
(vi) The representations and warranties in this Section 6C are made
severally by each Purchaser with respect to such Purchaser and not jointly with
respect to all Purchasers.
6D. Consent to Amendments. The provisions of this Agreement may be
amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the holders of a majority of the Common Stock
(assuming conversion of the Convertible Preferred Stock) issued and sold
hereunder. No course of dealing between the Company and the holder of any
Convertible Preferred Stock or Common Stock issued and sold hereunder or any
delay in exercising any rights hereunder or under the Certificate of
Incorporation shall operate as a waiver of any rights of any such holders
hereunder. For purposes of this Agreement, shares of Convertible Preferred Stock
or Common Stock held by the Company or any of its Subsidiaries shall not be
deemed to be outstanding.
6E. Survival of Representations and Warranties. All representations
and warranties contained herein or made in writing by any party to this
Agreement in connection herewith shall survive the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby,
regardless of any investigation made by any Purchaser or on its behalf.
6F. Successors and Assigns. Except as otherwise expressly provided
herein, 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 whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for any Purchaser's benefit as a
purchaser or holder of Restricted Securities are also for the benefit of, and
enforceable by, any subsequent holder of such Restricted Securities. If a sale,
transfer, assignment or other disposition of any Restricted Securities is made
in accordance with the provisions of this Agreement to any Person and such
Restricted Securities remain Restricted Securities immediately after such
disposition, such Person shall, at or prior to the time such Restricted
Securities are acquired, execute a counterpart of this Agreement with such
modifications thereto as may be necessary to reflect such Person's agreement to
become a party to, and to be bound by, all covenants, terms and conditions of
this Agreement and the Stockholders Agreement as theretofore amended.
6G. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement or the application of any
such provision to any Person or circumstance shall be held to be prohibited by,
illegal or unenforceable under applicable law in any respect by a court of
competent jurisdiction, such provision shall be ineffective only to the extent
of such prohibition or illegality or unenforceability, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
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6H. Entire Agreement. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the subject matter hereof.
6I. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts (including by means of telecopied signature pages), 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 Agreement.
6J. Descriptive Headings; Interpretation. The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a
substantive part of this Agreement. The use of the word "including" in this
Agreement shall be by way of example rather than by limitation and shall mean in
each instance "including without limitation."
6K. Governing Law. All issues and questions concerning the
construction, validity, enforcement and interpretation of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
6L. Notices. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally,
sent by telecopy (with receipt confirmed) on a business day during regular
business hours of the recipient (or, if not, on the next succeeding business
day) or two business days after being sent by reputable overnight courier
service (charges prepaid). Such notices, demands and other communications shall
be sent to each Purchaser at the address indicated on the Schedule of Purchasers
and to the Company at the address indicated below:
SeaBright Insurance Holdings, Inc.
0000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Chief Executive Officer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with copies to (which shall not constitute notice to the Company):
Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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Xxxxxxxx & Xxxxx LLP
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxx X. Xxxx, P.C.
Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
6M. No Strict Construction. The parties have participated jointly in
the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties, and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
6N. Understanding Among the Purchasers. The determination of each
Purchaser to purchase the Convertible Preferred Stock pursuant to this Agreement
has been made by such Purchaser independent of any other Purchaser and
independent of any statements or opinions as to the advisability of such
purchase or as to the properties, business, prospects or condition (financial or
otherwise) of the Company which may have been made or given by any other
Purchaser or by any agent or employee of any other Purchaser. Each Purchaser
hereby acknowledges that Xxxxxxxx & Xxxxx LLP has not acted as counsel for any
Purchaser other than the Persons listed as "Summit Stockholders" on the Schedule
of Purchasers attached hereto in connection with the transactions contemplated
hereby and that other than the Summit Stockholders, none of the Purchasers has
the status of a client of Xxxxxxxx & Xxxxx LLP for conflict of interest purposes
as a result thereof.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.
SEABRIGHT INSURANCE HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------
Its: President and CEO
SUMMIT STOCKHOLDERS:
SUMMIT VENTURES V, L.P.
By: Summit Partners V, L.P.
Its: General Partner
By: Summit Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
----------------------------
Member
SUMMIT V COMPANION FUND, L.P.
By: Summit Partners V, L.P.
Its: General Partner
By: Summit Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
----------------------------
Member
SUMMIT V ADVISORS FUND (QP), L.P.
By: Summit Partners V, L.P.
Its: General Partner
By: Summit Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
----------------------------
Member
SUMMIT V ADVISORS FUND, L.P.
By: Summit Partners V, L.P.
Its: General Partner
By: Summit Partners, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
----------------------------
Member
SUMMIT VENTURES VI-A, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
----------------------------
Member
SUMMIT VENTURES VI-B, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
----------------------------
Member
SUMMIT VI ADVISORS FUND, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
----------------------------
Member
SUMMIT VI ENTREPRENEURS FUND, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners VI (GP), LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
----------------------------
Member
SUMMIT INVESTORS VI, L.P.
By: Summit Partners VI (GP), L.P.
Its: General Partner
By: Summit Partners, VI (GP), LLC
Its: General Partner
By: /s Xxxxx Xxxxx
----------------------------
Member
OTHER STOCKHOLDERS:
/s/ Xxxx Xxxxxxxxxxx
-------------------------------
Xxxx Xxxxxxxxxxx
/s/ Xxxxxxx X. Gergasko
-------------------------------
Xxxxxxx X. Gergasko
/s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxx XxXxxx
-------------------------------
Xxxxxx XxXxxx
SCHEDULE OF PURCHASERS
Number of Shares of Purchase Price for
Convertible Preferred Convertible Total Purchase
Name and Address Stock Preferred Stock Price
---------------------------------- --------------------- ------------------ --------------
SUMMIT STOCKHOLDERS:
Summit Ventures V, L.P. 13,285.00 $ 1,328.500.00 $ 1,328.500.00
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Summit V Companion Fund, L.P. 2,221.00 $ 222,100.00 $ 222,100.00
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Summit V Advisors Fund (QP), L.P. 889.00 $ 88,900.00 $ 88,900.00
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Summit V Advisors Fund, L.P. 272.00 $ 27,200.00 $ 27,200.00
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Summit Ventures VI-A, L.P. 22,545.00 $ 2,254,500.00 $ 2,254,500.00
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Summit Ventures VI-B, L.P. 9,403.00 $ 940,300.00 $ 940,300.00
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Summit VI Advisors Fund, L.P. 469.00 $ 46,900.00 $ 46,900.00
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
Number of Shares of Purchase Price for
Convertible Preferred Convertible Total Purchase
Name and Address Stock Preferred Stock Price
---------------------------------- --------------------- ------------------ --------------
J. Xxxxx Xxxxxx
Summit VI Entrepreneurs Fund, L.P. 720.00 $ 72,000.00 $ 72,000.00
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
Summit Investors VI, L.P. 196.00 $ 19,600 $ 19,600
c/o Summit Partners, L.P.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx
J. Xxxxx Xxxxxx
OTHER STOCKHOLDERS:
Xxxx Xxxxxxxxxxx 300.00 $ 30,000 $ 30,000
00000 000xx Xxxxx Xxxx
Xxxxxxx, XX 00000
Xxxxxxx Gergasko 200.00 $ 20,000 $ 20,000
00000 XX 000xx Xxxxx
Xxxxx Xxxx, XX 00000
Xxxxxx XxXxxx 500.00 $ 50,000 $ 50,000
0000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxx 55.25 $ 5,525 $ 5,525
0000 000xx Xxx XX
Xxxxxxxx, XX 00000
--------- -------------- --------------
Totals: 51,055.25 $ 5,105,525 $ 5,105,525
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