EXHIBIT 10.3
Execution Copy
STOCK PURCHASE AGREEMENT
BY AND AMONG
PWT ACQUISITION CORP.
AND
EACH OF THE NEW INVESTORS NAMED HEREIN
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DATED AS OF SEPTEMBER 16, 1998
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TABLE OF CONTENTS
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Page
1. Authorization and Closing........................................... 1
1A. Authorization of the Acquisition Stock....................... 1
1B. Purchase and Sale of the Acquisition Stock................... 1
1C. The Closing.................................................. 2
2. Conditions of Each New Investor's Obligation at the Closing......... 2
2A. Representations and Warranties; Covenants.................... 2
2B. Articles of Incorporation.................................... 2
2C. Sale of the Acquisition Stock to Each New Investor........... 2
2D. Merger Agreement............................................. 2
2E. Litigation................................................... 2
2F. Filings...................................................... 2
2G. Governmental Consents and Approvals.......................... 3
2H. Closing Documents............................................ 3
3. Representations and Warranties of Acquisition....................... 3
3A. Organization, Corporate Power and Licenses................... 3
3B. Capital Stock and Related Matters............................ 3
3C. Authorization; No Breach..................................... 4
3D. Conduct of Business; Liabilities............................. 4
3E. Merger Agreement Representations............................. 4
4. Definitions......................................................... 4
4A. Definitions.................................................. 4
5. Miscellaneous....................................................... 6
5A. New Investor's Investment Representations.................... 6
5B. Consent to Amendments........................................ 6
5C. Survival of Representations and Warranties................... 7
5D. Successors and Assigns....................................... 7
5E. Severability................................................. 7
5F. Entire Agreement............................................. 7
5G. Counterparts................................................. 7
5H. Descriptive Headings; Interpretation......................... 7
5I. Governing Law................................................ 7
5J. Notices...................................................... 8
5K. No Strict Construction....................................... 9
5L. Understanding Among the New Investors........................ 9
Schedules and Exhibit
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Schedule of New Investors
-i-
STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT is made as of September 16, 1998, by and
among PWT Acquisition Corp., a California corporation ("Acquisition"), and the
Persons listed on the attached Schedule of New Investors (collectively referred
to herein as the "New Investors" and individually as a "New Investor"). Except
as otherwise indicated herein, capitalized terms used herein are defined in
Section 4 hereof.
WHEREAS, pursuant to this Agreement, Acquisition desires to issue and
sell and the New Investors desire to purchase an aggregate of 88,456.70 shares
of Acquisition's Class A Participating Preferred Stock, par value $.01 per share
(the "Preferred Stock"), and 175,471.66 shares of Acquisition's Common Stock,
par value $.01 per share (the "Common Stock"), for the aggregate consideration
set forth on the Schedule of New Investors (the Preferred Stock and Common Stock
collectively referred to herein as the "Acquisition Stock");
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of June 30, 1998 (as such agreement may be amended and modified from time to
time in accordance with its terms, the "Merger Agreement"), by and among
Acquisition, Pac-West Telecomm, Inc., a California Corporation (the "Company"),
Bay Alarm Company, a California Corporation ("Bay Alarm"), and Xxxx X. Xx Xxx
("La Rue") (Bay Alarm and La Rue collectively referred to herein as "Existing
Shareholders" and individually as an "Existing Shareholder"), Acquisition will
merge with and into the Company as set forth in the Merger Agreement (the
"Merger");
WHEREAS, the New Investors are purchasing the Acquisition Stock
hereunder in order to provide a portion of the financing necessary to consummate
the Merger; and
WHEREAS, the purchase and sale of the Acquisition Stock contemplated
by this Agreement will be consummated immediately prior to the consummation of
the Merger pursuant to the terms of the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, agreements
and understandings herein contained, the New Investors and Acquisition agree as
follows:
Section 1. Authorization and Closing.
1A. Authorization of the Acquisition Stock. Acquisition shall
authorize the issuance and sale to the New Investors of an aggregate of
88,456.70 shares of Preferred Stock having the rights and preferences set forth
in Exhibit A attached hereto, and 175,471.66 shares of Common Stock.
1B. Purchase and Sale of the Acquisition Stock. At the Closing (as
defined in paragraph 1C), Acquisition shall sell to each New Investor and,
subject to the terms and conditions set forth herein, each New Investor shall
purchase from Acquisition the number of shares of
Acquisition Stock set forth opposite such New Investor's name on the Schedule of
New Investors attached hereto for the consideration set forth opposite such New
Investor's name on said Schedule. The sale of the Acquisition Stock to each New
Investor shall constitute a separate sale hereunder.
1C. The Closing. The closing of the separate purchases and sales of
the Acquisition Stock (the "Closing") shall take place immediately prior to the
Merger and at the same place as the closing of the Merger or at such other time
and place as may be mutually agreeable to each of the New Investors and
Acquisition. At the Closing, Acquisition shall record on its books and records
the Acquisition Stock to be purchased by such New Investor, upon payment of the
consideration therefor in the aggregate amount set forth opposite such New
Investor's name on the Schedule of New Investors attached hereto.
Section 2. Conditions of Each New Investor's Obligation at the
Closing. The obligation of each New Investor to purchase and pay for the
Acquisition Stock to be purchased by such New Investor 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 3 hereof shall be true and correct at and as
of the Closing as though then made and Acquisition shall have performed all of
the covenants required to be performed by it hereunder prior to the Closing.
2B. Articles of Incorporation. Acquisition's Articles of
Incorporation (the "Articles of Incorporation") shall be amended and restated to
include the provisions set forth in Exhibit A attached hereto, shall be in full
force and effect under the laws of the State of California as of the Closing and
shall not have been amended or modified.
2C. Sale of the Acquisition Stock to Each New Investor. Acquisition
shall have simultaneously sold to each New Investor the Acquisition Stock to be
purchased by such New Investor hereunder at the Closing and shall have received
payment therefor in full.
2D. Merger Agreement. The Merger Agreement shall be in form and
substance reasonably satisfactory to each New Investor, shall be in full force
and effect as of the Closing and shall not have been amended or modified.
2E. 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.
2F. Filings. Acquisition shall have made all filings required to be
made by Acquisition and shall have obtained all permits and other authorizations
required to be obtained by Acquisition under all applicable federal and state
securities laws to consummate the transactions contemplated by this Agreement in
compliance with such laws.
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2G. Governmental Consents and Approvals. Acquisition and the New
Investors 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 New Investors.
2H. Closing Documents. At the Closing, Acquisition shall have
delivered to each New Investor such other documents relating to the transactions
contemplated by this Agreement as any New Investor or the New Investors' special
counsel may reasonably request.
Section 3. Representations and Warranties of Acquisition. As a
material inducement to the New Investors to enter into this Agreement and
purchase the Acquisition Stock hereunder, Acquisition hereby represents and
warrants that:
3A. Organization, Corporate Power and Licenses. Acquisition is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California 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 Acquisition and its Subsidiaries taken as a
whole. Acquisition 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.
3B. 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 Acquisition
shall consist of (a) 175,000 shares of Preferred Stock, 88,456.70 of which shall
be issued and outstanding and (b) 1,500,000 shares of Common Stock, 175,471.66
of which shall be issued and outstanding. As of the Closing, neither Acquisition
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 Acquisition Stock. As
of the Closing, neither Acquisition 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 Articles of
Incorporation. As of the Closing, all of the outstanding shares of Acquisition's
capital stock shall be validly issued, fully paid and nonassessable and the
Common Stock to be issued upon the conversion of the Preferred Stock in
accordance with the terms of the Articles of Incorporation shall, upon such
issuance, be validly issued, fully paid and nonassessable.
(ii) There are no statutory or contractual stockholders preemptive
rights or rights of refusal with respect to the issuance of the Acquisition
Stock hereunder. Acquisition has not
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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 Acquisition Stock hereunder does not require registration under
the Securities Act or any applicable state securities laws. There are no
agreements between Acquisition's stockholders with respect to the voting or
transfer of Acquisition's capital stock or with respect to any other aspect of
Acquisition's affairs.
3C. Authorization; No Breach. The execution, delivery and performance
of this Agreement and all other agreements and instruments contemplated hereby
to which Acquisition is a party, and the offering, sale and issuance of the
Acquisition Stock hereunder have been duly authorized by Acquisition. This
Agreement and all other agreements and instruments contemplated hereby to which
Acquisition is a party each constitutes a valid and binding obligation of
Acquisition, enforceable in accordance with its terms. The execution and
delivery by Acquisition of this Agreement and all other agreements and
instruments contemplated hereby to which Acquisition is a party, the offering,
sale and issuance of the Acquisition Stock hereunder and the fulfillment of and
compliance with the respective terms hereof and thereof by Acquisition, 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 Acquisition'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 Acquisition or any of its
Subsidiaries, or any law, statute, rule or regulation to which Acquisition or
any of its Subsidiaries is subject, or any agreement, instrument, order,
judgment or decree to which Acquisition or any of its Subsidiaries is subject.
3D. Conduct of Business; Liabilities. Except as contemplated by this
Agreement, the Merger Agreement and all other agreements and instruments
contemplated by the Merger Agreement and the consummation of the transactions
contemplated herein and therein, prior to the Closing, Acquisition has not
conducted any business, incurred any expenses, obligations or liabilities or
entered into any contracts or agreements.
3E. Merger Agreement Representations. The representations and
warranties made by Acquisition in the Merger Agreement are true and correct in
all respects as of the Closing.
Section 4. Definitions.
4A. 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 Acquisition, 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
Acquisition under a lease which is not
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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 Acquisition Stock issued
hereunder and (ii) any securities issued with respect to the securities referred
to in clause (i) 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 or (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.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
"Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control any managing director or general partner of such limited
liability company, partnership, association or other business entity.
Section 5. Miscellaneous.
5A. New Investor's Investment Representations.
(i) Each New Investor 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.
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(ii) Each New Investor has been given full access to all information
regarding Acquisition that it has requested from Acquisition and has had the
opportunity to ask questions and receive answers concerning the terms and
conditions of the Acquisition Stock to be purchased by it hereunder. Each New
Investor is capable of evaluating and has evaluated the merits and risks of its
purchase of the Acquisition Stock hereunder and is able to bear the economic
risk of its investment in the Acquisition Stock.
(iii) Each New Investor 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 Acquisition 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 New Investor recognizes that it must bear the economic
risk of the investment represented by its purchase of the Acquisition Stock for
an indefinite period. Each New Investor understands that the Acquisition 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 Acquisition's reliance on such exemption is predicated upon the
representations of the New Investors set forth herein.
(v) Each New Investor has the requisite power and authority to
purchase the Restricted Securities to be purchased by such New Investor
hereunder. This Agreement is a valid and binding obligation of such New Investor
enforceable in accordance with its terms.
(vi) The representations and warranties in this paragraph 5A are
made severally by each New Investor with respect to such New Investor and not
jointly with respect to all New Investors.
5B. Consent to Amendments. The provisions of this Agreement may be
amended and Acquisition may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if Acquisition has
obtained the written consent of the holders of a majority of the Common Stock
purchased hereunder. No course of dealing between Acquisition and the holder of
any Acquisition Stock or any delay in exercising any rights hereunder or under
the Articles of Incorporation shall operate as a waiver of any rights of any
such holders. For purposes of this Agreement, shares of Common Stock held by
Acquisition or any of its Subsidiaries shall not be deemed to be outstanding.
5C. 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 New Investor or on its behalf.
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5D. 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 New Investor's benefit as a New
Investor or holder of Restricted Securities are also for the benefit of, and
enforceable by, any subsequent holder of such Restricted Securities.
5E. 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.
5F. 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 and supersede all
prior agreements and understandings, whether written or oral, relating to such
subject matter in any way.
5G. 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.
5H. 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."
5I. 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 California, without giving effect to any choice
of law or conflict of law rules or provisions (whether of the State of
California or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California.
5J. 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
to the recipient, sent to the recipient by reputable overnight courier service
(charges prepaid) or mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other
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communications shall be sent to each New Investor at the address indicated on
the Schedule of New Investors and to Acquisition at the address indicated below:
Notices to Acquisition:
c/o Xxxxxxx Xxxxx Capital Partners VI, LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copies to (which shall not constitute notice):
SCP Private Equity Partners
000 Xxxxxxxxx Xxxxxxxx
000 Xxxxx Xxxx Xxxxx
Xxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Plum
Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Learner
Telephone: (000) 000-0000
Facsimile: (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.
5K. 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.
5L. Understanding Among the New Investors. The determination of
each New Investor to purchase the Acquisition Stock pursuant to this Agreement
has been made by such New
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Investor independent of any other New Investor 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
Acquisition and its Subsidiaries which may have been made or given by any other
New Investor or by any agent or employee of any other New Investor. In addition,
it is acknowledged by each of the New Investors that no New Investor has acted
as an agent of any other New Investor in connection with making its investment
hereunder and that no New Investor shall be acting as an agent of any other New
Investor in connection with monitoring its investment hereunder.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
PWT ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Its: President
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Its: Assistant Secretary
XXXXXXX XXXXX CAPITAL PARTNERS VI, L.P.
By: Xxxxxxx Xxxxx Capital Partners VI, L.L.C.,
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Its: Managing Director
SCP PRIVATE EQUITY PARTNERS, L.P.
By: SCP Private Equity Management, L.P.
Its: General Partner
By: /s/ Xxxxxx X. Plum
---------------------------
Name: Xxxxxx X. Plum
Its: General Partner
SAFEGUARD 98 CAPITAL, L.P.
By: Safeguard Delaware, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
TL VENTURES III L.P.
By: TL Ventures III Management L.P.
Its: General Partner
By: TL Ventures III LLC
Its: General Partner
By: /s/ Xxxx X. XxXxxx
-------------------
Name: Xxxx X. XxXxxx
Title: Managing Director
TL VENTURES III OFFSHORE L.P.
By: TL Ventures III Offshore Partners L.P.
Its: General Partner
By: TL Ventures III Offshore Ltd.
Its: General Partner
By: /s/ Xxxx X. XxXxxx
-------------------
Name: Xxxx X. XxXxxx
Title: Managing Director
TL VENTURES III INTERFUND L.P.
By: TL Ventures III LLC
Its: General Partner
By: /s/ Xxxx X. XxXxxx
-------------------
Name: Xxxx X. XxXxxx
Title: Managing Director
ENERTECH CAPITAL PARTNERS, L.P.
By: EnerTech Management, L.P.
Its: General Partner
By: EnerTech Management Company, L.L.C.
Its: General Partner
By: /s/ Xxxxx Xxxxxxx
------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
XXXXX HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------
Name: Xxxxxx X. Xxxxx
Title: President
BANKAMERICA INVESTMENT CORPORATION
By: /s/ M. Xxx X'Xxxxx
-------------------
Name: M. Xxx X'Xxxxx
Title: Managing Director
MIG PARTNERS VII
By: /s/ M. Xxx X'Xxxxx
-------------------
Name: M. Xxx X'Xxxxx
Title: General Partner
XXXXX FAMILY LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: General Partner
SCHEDULE OF NEW INVESTORS
Number of Purchase Number of Purchase Total Purchase
Shares of Price Shares of Price Price for
Preferred for Preferred Common for Common Preferred and
Name and Address Stock Stock Stock Stock Common Stock
-------------------------------------- ---------- -------------- ---------- ------------ --------------
SCP Private Equity Partners, L.P. 21,317.00 $ 7,674,120.00 33,250.00 $227,380.00 $ 7,901,500.00
000 Xxx Xxxxxxxxx Xxxx.
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Xxxxxxx Xxxxx Capital Partners VI, L.P. 21,317.00 $ 7,674,120.00 33,250.00 $227,380.00 $ 7,901,500.00
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Xxxxxxxxx 00 Xxxxxxx, X.X. 21,317.00 $ 7,674,120.00 33,250.00 $227,380.00 $ 7,901,500.00
c/o Safeguard Scientifics, Inc.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
TL Ventures III L.P. 15,313.30 $ 5,512,788.00 23,885.00 $163,337.33 $ 5,676,125.33
c/o TL Ventures LLC
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000-0000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
TL Ventures III Offshore L.P. 3,205.40 $ 1,153,944.00 5,000.00 $ 34,191.50 $ 1,188,135.50
c/o Trident Trust Company (Cayman)
Limited
X.X. Xxx 000
One Capital Place, Fourth Floor
Grand Cayman, Cayman Islands
with a copy to:
TL Ventures LLC
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000-0000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
TL Ventures III Interfund L.P. 500.00 $ 180,000.00 780.00 $ 5,334.00 $ 185,334.00
c/o TL Ventures LLC
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000-0000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Number of Purchase Number of Purchase Total Purchase
Shares of Price for Shares of Price Price for
Preferred Preferred Common for Common Preferred and
Name and Address Stock Stock Stock Stock Common Stock
--------------------------------------- --------- -------------- --------- ----------- --------------
EnerTech Capital Partners, L.P. 2,298.30 $ 827,388.00 3,585.00 $ 24,517.17 $ 851,905.17
000 Xxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
BankAmerica Investment Corporation 1,886.80 $ 679,248.00 2,941.33 $ 20,125.33 $ 699,373.33
c/o Bank of America Mezzanine
Investments Group
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
MIG Partners VII 471.70 $ 169,812.00 735.33 $ 5,031.33 $ 174,843.33
c/o Bank of America Mezzanine
Investments Group
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Xxxxx Holdings, Inc. 830.20 $ 298,872.00 1,295.00 $ 8,854.67 $ 307,726.67
1350 Avenue of the Americas (By services (By services (By services
Suite 1802 rendered) rendered) rendered)
Xxx Xxxx, XX 00000
Xxxxx Family Limited Partnership 0 $ 0.00 37,500.00 As As
c\o Strategic Enterprises and consideration consideration
Communications, Inc. for release for release
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
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Totals: 88,456.70 $31,844,412.00 175,471.66 $943,531.33 $32,787,943.33
$ 298,872.00 $ 8,854.67 $ 307,726.67
(By services (By services (By services
rendered) rendered) rendered)
