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EXHIBIT 2 to
Schedule 13D
CONTRIBUTION AGREEMENT, dated as of December 16, 1999, (the
"Agreement") among General Atlantic Partners 39, L.P., a Delaware limited
partnership ("GAP 39"), GAP Coinvestment Partners, L.P., a New York limited
partnership ("GAP Coinvestment"), General Atlantic Partners 59, L.P., a Delaware
limited partnership ("GAP 59"), GAP Coinvestment Partners II, L.P., a Delaware
limited partnership ("GAP Coinvestment II"), Xxxxxx X. Xxxxxx ("Xxxxxx"), and
InterPro Holdings, LLC, a Delaware limited liability company ("LLC").
RECITALS
WHEREAS, GAP 39 owns 3,360,330 shares of Series A Preferred Stock, par
value $.001 per share (the "Series A Preferred Stock"), of InterPro Business
Solutions, Inc., a Delaware corporation (the "Company") and GAP Coinvestment
owns 639,670 shares of Series A Preferred Stock (together with the Series A
Preferred Stock owned by GAP 39, the "GAP Series A Preferred Stock");
WHEREAS, GAP 59 owns 21,094,746 shares of Series B Preferred Stock, par
value $.001 per share (the "Series B Preferred Stock"), of the Company and GAP
Coinvestment II owns 3,905,254 shares of Series B Preferred Stock (together with
the Series B Preferred Stock owned by GAP 59, the "GAP Series B Preferred
Stock") (the GAP Series A Preferred Stock and GAP Series B Preferred Stock are
hereinafter referred to as the "GAP Shares");
WHEREAS, Sinton owns (i) 4,000,000 shares of Series A Preferred Stock
(the "Sinton Series A Preferred Stock") and (ii) 1,000,000 shares of common
stock, par value $.001 per share (the "ProBusiness Shares", together with the
Sinton Series A Preferred Stock, the "Sinton Shares") of ProBusiness Services,
Inc., a Delaware corporation;
WHEREAS, GAP 39, GAP Coinvestment, GAP 59 and GAP Coinvestment II
desire to transfer and contribute the GAP Shares to LLC in exchange for a fifty
percent (50%) membership interest of LLC, and LLC desires to receive such
shares; and
WHEREAS, Sinton desires to transfer and contribute the Sinton Shares to
LLC in exchange for a fifty percent (50%) membership interest of LLC, and LLC
desires to receive such shares.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
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8. Contribution. On the terms and subject to the conditions set forth
in this Agreement, GAP 39, GAP Coinvestment, GAP 59 and GAP Coinvestment II
shall assign, convey, transfer and deliver to LLC, as a capital contribution to
LLC, all of its rights, title and interest in the GAP Shares, and Sinton shall
assign, convey, transfer and deliver to LLC, as a capital contribution to LLC,
all of his rights, title, and interest in the Sinton Shares.
9. The Closings.
(a) Simultaneously with the execution hereof, GAP 39, GAP Coinvestment,
GAP 59 and GAP Coinvestment II shall deliver to LLC certificates representing
the GAP Shares, and Sinton shall deliver to LLC certificates representing the
Sinton Series A Preferred Stock, in each case duly endorsed in blank or
accompanied by appropriate instruments of transfer duly endorsed in blank,
together with any other documents that are necessary for LLC to acquire record
and beneficial ownership of the GAP Shares and the Sinton Series A Preferred
Stock.
(b) On the next business day following the date hereof, Sinton shall
deliver to LLC certificates representing the ProBusiness Shares, in each case
duly endorsed in blank or accompanied by appropriate instruments of transfer
duly endorsed in blank, together with any other documents that are necessary for
LLC to acquire record and beneficial ownership of the ProBusiness Shares.
10. Conditions to Closing.
(a) The obligation of Sinton to contribute his ProBusiness Shares to
LLC is conditioned upon (i) the prior contribution of the Sinton Series A
Preferred Stock, the GAP Series A Preferred Stock and the GAP Series B Preferred
Stock to LLC and (ii) the payment in full by the Company of (x) the aggregate
amount outstanding of loans made to the Company by Deutsche Banc Alex. Xxxxx
(including such portion of the loans that are secured by shares of common stock,
par value $.001 per share, of ProBusiness Services, Inc., a Delaware
corporation, owned by Xxxxxx X. Xxxxxx or Affiliates of GAP LLC), (y) the
aggregate amount outstanding of loans made to the Company by GAP 39 and GAP
Coinvestment I.
(b) The respective obligations of GAP 39, GAP 59, GAP Coinvestment and
GAP Coinvestment II to contribute their respective shares of Series A Preferred
Stock and Series B Preferred Stock to LLC is conditioned upon the simultaneous
contribution of the Sinton Series A Preferred Stock to LLC.
11. Further Assurances. Each party hereto shall execute, deliver, file
and record, or cause to be executed, delivered, filed and recorded, such further
agreements, instruments and other documents, and take, or cause to be taken,
such further actions, as the other party hereto may reasonably request as being
necessary or advisable to effect or evidence the transactions contemplated by
this Agreement.
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12. Miscellaneous. The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provisions or rule (whether of
the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any other jurisdiction other than the State of
Delaware. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by a duly authorized officer of each party hereto as of the date first above
written.
GENERAL ATLANTIC PARTNERS 39, L.P.
By: General Atlantic Partners, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: A General Partner
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GENERAL ATLANTIC PARTNERS 59, L.P.
By: General Atlantic Partners, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: A Managing Member
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: A General Partner
/s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
