EXHIBIT 10.4
Execution Copy
STOCK PURCHASE AGREEMENT
BY AND AMONG
PAC-WEST TELECOMM, INC.
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
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1. Authorization and Closing......................................... 1
1A. Authorization of the Common Stock............................ 1
1B. Purchase and Sale of the Common 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. Shareholders Agreement....................................... 2
2C. Registration Agreement....................................... 2
2D. Sale of the Common Stock to Each New Investor................ 2
2E. Merger....................................................... 2
2F. Litigation................................................... 2
2G. Filings...................................................... 2
2H. Governmental Consents and Approvals.......................... 3
2I. Closing Documents............................................ 3
3. Representations and Warranties of the Company..................... 3
3A. Authorization; No Breach..................................... 3
3B. Capital Stock and Related Matters............................ 3
3C. Merger Agreement Representations............................. 4
4. Definitions....................................................... 4
4A. Definitions................................................ 4
5. Miscellaneous..................................................... 5
5A. New Investor's Investment Representations.................... 5
5B. Consent to Amendments........................................ 6
5C. Survival of Representations and Warranties................... 6
5D. Successors and Assigns....................................... 6
5E. Severability................................................. 7
5F. Entire Agreement............................................. 7
5G. Counterparts................................................. 7
5H. Descriptive Headings; Interpretation......................... 7
5I. Governing Law................................................ 7
5J. Notices...................................................... 7
5K. No Strict Construction....................................... 8
5L. Understanding Among the New Investors........................ 9
Schedules and Exhibit
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Schedule of New Investors
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of September 16, 1998, by and
among Pac-West Telecomm, Inc., a California corporation (the "Company"), 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, the Company desires to issue and
sell and the New Investors desire to purchase an aggregate of 689,858.34 shares
of the Company's Common Stock, par value $.01 per share (the "Common Stock"),
for the aggregate consideration set forth on the Schedule of New Investors
attached hereto;
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 the
Company, PWT Acquisition Corp., a California Corporation ("Acquisition"), 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 Common Stock hereunder
in order to provide a portion of the financing necessary to consummate the
Merger; and
WHEREAS, the purchase and sale of the Common Stock contemplated by
this Agreement will be consummated immediately after 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 the Company agree as
follows:
Section 1. Authorization and Closing.
1A. Authorization of the Common Stock. The Company shall authorize the
issuance and sale to the New Investors of an aggregate of 689,858.34 shares of
Common Stock.
1B. Purchase and Sale of the Common Stock. At the Closing (as defined
in paragraph 1C), the Company shall sell to each New Investor and, subject to
the terms and conditions set forth herein, each New Investor shall purchase from
the Company the number of shares of Common 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 Common Stock to each New Investor shall constitute a separate sale
hereunder.
1C. The Closing. The closing of the separate purchases and sales of
the Common Stock (the "Closing") shall take place immediately after 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 the Company.
At the Closing, the Company shall deliver to each New Investor stock
certificates evidencing the Common Stock to be purchased by such New Investor
registered in such New Investor's name, 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 Common
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 the Company shall have performed all of the
covenants required to be performed by it hereunder prior to the Closing.
2B. Shareholders Agreement. The Company, the Existing Shareholders,
the New Investors and the Executives shall have entered into a shareholders
agreement in the form of Exhibit B to the Merger Agreement (the "Shareholders
Agreement"), and the Shareholders Agreement shall be in full force and effect as
of the Closing and shall not have been amended or modified.
2C. Registration Agreement. The Company, the Existing Shareholders,
the New Investors and the Executives shall have entered into a registration
agreement in the form of Exhibit C to the Merger Agreement (the "Registration
Agreement"), and the Registration Agreement shall be in full force and effect as
of the Closing and shall not have been amended or modified.
2D. Sale of the Common Stock to Each New Investor. The Company shall
have simultaneously sold to each New Investor the Common Stock to be purchased
by such New Investor hereunder at the Closing and shall have received payment
therefor in full.
2E. Merger. The Merger shall have been consummated in accordance with
the terms of the Merger Agreement.
2F. 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.
2G. 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
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Company under all applicable federal and state securities laws to consummate the
transactions contemplated by this Agreement in compliance with such laws.
2H. Governmental Consents and Approvals. The Company 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.
2I. Closing Documents. At the Closing, the Company 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 the Company. As a
material inducement to the New Investors to enter into this Agreement and
purchase the Common Stock hereunder, the Company hereby represents and warrants
that:
3A. 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
Common Stock hereunder have 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 Common 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,
except for any filing, notice or authorization which has been obtained prior to
the date hereof.
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 the Company
shall consist of (a) 175,000 shares of Class A Participating Preferred Stock,
par value $.01 per share (the "Preferred Stock"), 125,000 of which shall be
issued and outstanding and (b) 1,500,000 shares of Common Stock, 1,250,000 of
which shall be issued and outstanding. 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
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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 Preferred Stock and the Common Stock. 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 Articles of Incorporation. As of
the Closing, all of the outstanding shares of the Company'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 Common 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 Common Stock hereunder
does not require registration under the Securities Act or any applicable state
securities laws. There are no agreements between the Company's stockholders with
respect to the voting or transfer of the Company's capital stock or with respect
to any other aspect of the Company's affairs.
3C. Merger Agreement Representations. The representations and
warranties made by the Company in the Merger Agreement are true and correct in
all respects as of the Closing, except for any changes expressly contemplated by
the Merger Agreement and this Agreement.
Section 4. Definitions.
4A. Definitions. For the purposes of this Agreement, the following
terms have the meanings set forth below:
"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 Common Stock issued hereunder,
(ii) the Preferred Stock issued upon conversion of the Company Common Stock and
(iii) any securities issued with respect to the securities referred to in
clauses (i) or (ii) 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 5C have been
delivered
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by the Company in accordance with paragraph 3(b). 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 5C.
"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.
(ii) Each New Investor has been given full access to all information
regarding the Company 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 Common 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 Common Stock hereunder and is able to bear the economic risk of
its investment in the Common 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 Common 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.
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(iv) Each New Investor recognizes that it must bear the economic risk
of the investment represented by its purchase of the Common Stock for an
indefinite period. Each New Investor understands that the Common 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 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 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
purchased hereunder. No course of dealing between the Company and the holder of
any Common 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 or Underlying
Stock held by the Company 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.
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
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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
communications shall be sent to each New Investor at the address indicated on
the Schedule of New Investors and to the Company at the address indicated below:
Notices to the Company:
Pac-West Telecomm, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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with a copies to (which shall not constitute notice):
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
and
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 Common Stock pursuant to this Agreement has been
made by such New 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 the
Company and its Subsidiaries which may have been made or given by any other
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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.
PAC-WEST TELECOMM, INC.
By: /s/ Xxxx X. Xx Xxx
-----------------------
Name: Xxxx X. Xx Xxx
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Its: President
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By: /s/ Xxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxxx
-----------------------
Its: Secretary
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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
[SIGNATURE PAGE TO PAC-WEST STOCK PURCHASE AGREEMENT]
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
--------------------
[SIGNATURE PAGE TO PAC-WEST STOCK PURCHASE AGREEMENT]
MIG PARTNERS VII
By: /s/ M. Xxx X'Xxxxx
----------------------
Name: M. Xxx X'Xxxxx
--------------------
Title: General Partner
-------------------
[SIGNATURE PAGE TO PAC-WEST STOCK PURCHASE AGREEMENT]
SCHEDULE OF NEW INVESTORS
-------------------------
Number of Shares Purchase Price for
Name and Address of Common Stock Common Stock
--------------------------------------- ----------------- ------------------
SCP Private Equity Partners, L.P. 166,250.00 $1,136,900.00
000 Xxx Xxxxxxxxx Xxxx.
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Xxxxxxx Xxxxx Capital Partners VI, L.P. 166,250.00 $1,136,900.00
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Safeguard 98 Capital, L.P. 166,250.00 $1,136,900.00
c/o Safeguard Scientifics, Inc.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
TL Ventures III L.P. 119,425.00 $ 816,686.67
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. 25,000.00 $ 170,957.50
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. 3,900.00 $ 26,670.00
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 Shares Purchase Price for
Name and Address of Common Stock Common Stock
--------------------------------------- --------------- ------------------
EnerTech Capital Partners, L.P. 17,925.00 $ 122,585.83
000 Xxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
BankAmerica Investment Corporation 14,706.67 $ 100,626.67
c/o Bank of America Mezzanine
Investments Group
000 Xxxxx XxXxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxx, XX 00000
MIG Partners VII 3,676.67 $ 25,156.67
c/o Bank of America Mezzanine
Investments Group
000 Xxxxx XxXxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxx, XX 00000
Xxxxx Holdings, Inc. 6,475.00 $ 44,273.33
0000 Xxxxxx xx xxx Xxxxxxxx (By services
Suite 1802 rendered)
Xxx Xxxx, XX 00000
--------------- -----------------
Totals: 689,858.34 $4,717,656.67
$44,273.33
(By services
rendered)
