EXHIBIT 2
to SCHEDULE 13D
EXECUTION COPY
================================================================================
STOCK PURCHASE AGREEMENT
by and among
AT HOME CORPORATION,
GENERAL ATLANTIC PARTNERS 74, L.P.,
GAPSTAR, LLC
AND
GAP COINVESTMENT PARTNERS II, L.P.
------------------------
Dated as of August 31, 2001
------------------------
================================================================================
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I DEFINITIONS..................................................1
1.1 Definitions..................................................1
ARTICLE II PURCHASE AND SALE OF COMMON STOCK............................3
2.1 Purchase and Sale of Common Stock............................3
2.2 Closing......................................................3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER.................4
3.1 Existence and Power; Capacity................................4
3.2 Authorization; No Contravention..............................4
3.3 Title to Purchased Shares....................................4
3.4 Governmental Authorization; Third Party Consents.............4
3.5 Binding Effect...............................................5
3.6 Litigation...................................................5
3.7 Compliance with Laws.........................................5
3.8 No Default or Breach.........................................5
3.9 Private Offering.............................................5
3.10 Broker's, Finder's or Similar Fees...........................5
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.............5
4.1 Existence and Power..........................................5
4.2 Authorization; No Contravention..............................6
4.3 Governmental Authorization; Third Party Consents.............6
4.4 Binding Effect...............................................6
4.5 Broker's, Finder's or Similar Fees...........................6
ARTICLE V CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE......6
5.1 Purchased Shares.............................................7
5.2 Opinion of Counsel...........................................7
ARTICLE VI CONDITIONS TO THE OBLIGATION OF THE SELLER TO CLOSE..........7
6.1 Payment of Purchase Price....................................7
ARTICLE VII AFFIRMATIVE COVENANTS........................................7
7.1 Cooperation..................................................7
ARTICLE VIII MISCELLANEOUS................................................7
8.1 Survival of Representations and Warranties. ................7
8.2 Notices......................................................8
8.3 Successors and Assigns; Third Party Beneficiaries............8
i
8.4 Amendment and Waiver.........................................8
8.5 Counterparts.................................................9
8.6 Headings.....................................................9
8.7 Governing Law................................................9
8.8 Severability.................................................9
8.9 Rules of Construction........................................9
8.10 Entire Agreement.............................................9
8.11 Fees........................................................10
8.12 Publicity; Confidentiality..................................10
8.13 Further Assurances..........................................10
ii
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of August 31, 2001 (this
"AGREEMENT"), by and among At Home Corporation (the "SELLER"), General Atlantic
Partners 74, L.P., a Delaware limited partnership ("GAP LP"), GapStar, LLC, a
Delaware limited liability company ("GAPSTAR"), and GAP Coinvestment Partners
II, L.P., a Delaware limited partnership ("GAP COINVESTMENT" and, together with
GAP LP and GapStar, the "PURCHASERS").
WHEREAS, upon the terms and conditions set forth in this
Agreement, the Seller proposes to sell to (a) GAP LP, for an aggregate purchase
price of $626,277.12, an aggregate of 340,368 shares of common stock, par value
$.000225 per share, of the Company (the "COMMON STOCK"), (b) GAP Coinvestment,
for an aggregate purchase price of $87,009.92, an aggregate of 47,288 shares of
Common Stock and (c) GapStar, for an aggregate purchase price of $47,552.96, an
aggregate of 25,844 shares of Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
-----------
1.1 DEFINITIONS. As used in this Agreement, and unless
the context requires a different meaning, the following terms have the meanings
indicated:
"AFFILIATE" shall mean any Person who is an "affiliate" as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act. In addition, the following shall be deemed to be Affiliates of GAP
Coinvestment, GAP LP and GapStar: (a) GAP LLC, the members of GAP LLC, the
limited partners of GAP Coinvestment and the limited partners of GAP LP; (b) any
Affiliate of GAP LLC, the members of GAP LLC, the limited partners of GAP
Coinvestment or the limited partners of GAP LP; and (c) any limited liability
company or partnership a majority of whose members or partners, as the case may
be, are members or former members of GAP LLC or consultants or key employees of
General Atlantic Service Corporation, a Delaware corporation and an Affiliate of
GAP LLC. In addition, GAP LP, GAP Coinvestment and GapStar shall be deemed to be
Affiliates of one another.
"AGREEMENT" means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.
"BUSINESS DAY" means any day other than a Saturday, Sunday or
other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.
2
"CLAIMS" has the meaning set forth in Section 3.6 of this
Agreement.
"CLOSING" has the meaning set forth in Section 2.2 of this
Agreement.
"CLOSING DATE" has the meaning set forth in Section 2.2 of
this Agreement.
"COMMON STOCK" has the meaning set forth in the recitals to
this Agreement.
"COMPANY" means Xxxxxxx.xxx, Inc, a Delaware corporation.
"CONTRACTUAL OBLIGATIONS" means, as to any Person, any
provision of any agreement, undertaking, contract, indenture, mortgage, deed of
trust or other instrument to which such Person is a party or by which it or any
of its property is bound.
"GAP COINVESTMENT" has the meaning set forth in the preamble
to this Agreement.
"GAP LLC" means General Atlantic Partners, LLC, a Delaware
limited liability company and the general partner of GAP LP, and any successor
to such entity.
"GAP LP" has the meaning set forth in the preamble to this
Agreement.
"GAPSTAR" has the meaning set forth in the preamble to this
Agreement.
"GOVERNMENTAL AUTHORITY" means the government of any nation,
state, city, locality or other political subdivision thereof, any authorized
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.
"INDEMNIFIED PARTY" has the meaning set forth in Section 7.1
of this Agreement.
"INDEMNIFYING PARTY" has the meaning set forth in Section 7.1
of this Agreement.
"LIEN" means any mortgage, deed of trust, pledge,
hypothecation, assignment, encumbrance, lien (statutory or other) or other
security interest (excluding preferred stock and equity related preferences).
"LOSSES" has the meaning set forth in Section 7.1 of this
Agreement.
"ORDERS" has the meaning set forth in Section 3.2 of this
Agreement.
"PERSON" means any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company, Governmental Authority or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.
3
"PURCHASED SHARES" has the meaning set forth in Section 2.1 of
this Agreement.
"PURCHASERS" has the meaning set forth in the preamble to this
Agreement.
"REQUIREMENTS OF LAW" means, as to any Person, any law,
statute, treaty, rule, regulation, qualification, license or franchise or
determination of an arbitrator or a court or other Governmental Authority or
stock exchange, in each case applicable or binding upon such Person or any of
its property or to which such Person or any of its property is subject or
pertaining to any or all of the transactions contemplated or referred to herein.
"SELLER" has the meaning set forth in the preamble to this
Agreement.
ARTICLE II
PURCHASE AND SALE OF COMMON STOCK
---------------------------------
2.1 PURCHASE AND SALE OF COMMON STOCK. Subject to the
terms and conditions herein set forth, the Seller agrees to sell to each
Purchaser, and each Purchaser severally agrees to purchase from the Seller, on
the Closing Date the number of shares of Common Stock set forth opposite such
Purchaser's name on SCHEDULE 2.1 hereto, for the aggregate purchase price set
forth opposite such Purchaser's name on SCHEDULE 2.1 hereto (all of the shares
of Common Stock being purchased pursuant hereto being referred to herein as the
"PURCHASED SHARES").
2.2 CLOSING. The closing of the sale and purchase of the
Purchased Shares (the "CLOSING") shall take place at the offices of Xxxx, Weiss,
Rifkind, Xxxxxxx & Xxxxxxxx, at 10:00 a.m., local time, on the date hereof, or
at such other time, place and date that the Seller and the Purchasers may agree
in writing (the "CLOSING DATE"). On the Closing Date (a) the Seller shall
deliver to each of the Purchasers a certificate or certificates representing the
Purchased Shares being purchased by such Purchaser from such Seller, duly
endorsed in blank or accompanied by a duly executed stock power, in proper form
for transfer, (b) each Purchaser will deliver to such Seller the aggregate
purchase price therefor by wire transfer of immediately available funds and (c)
the Company shall (i) register the purchase of the Purchased Shares by the
Purchasers pursuant to this Agreement and (ii) in exchange for the certificates
delivered to each Purchaser by each Seller pursuant to the preceding clause (a),
deliver to each Purchaser a certificate registered on the Company's stock ledger
in the name of such Purchaser representing the aggregate number of Purchased
Shares being purchased by such Purchaser under this Agreement.
4
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
-------------
The Seller hereby represents and warrants to each of the
Purchasers as follows:
3.1 EXISTENCE AND POWER; CAPACITY. Seller (a) is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization and (b) has all requisite power and
authority to execute, deliver and perform its obligations under this Agreement.
3.2 AUTHORIZATION; NO CONTRAVENTION. The execution,
delivery and performance by the Seller of this Agreement and the transactions
contemplated hereby, including, without limitation, the sale of the Purchased
Shares by the Seller (a) have been duly authorized by all necessary action and
do not contravene the terms of such Seller's Certificate of Incorporation, as
amended, and by-laws, as amended, in each case as in effect on the date hereof;
(b) except as set forth on SCHEDULE 3.2 attached hereto, do not violate,
conflict with or result in any breach or contravention of, or the creation of
any Lien under, any Contractual Obligation of such Seller, or any Requirement of
Law applicable to such Seller, including federal or state securities laws, which
would have a material adverse effect on the ability of the Seller to perform its
obligations under this Agreement; and (c) do not violate any judgment,
injunction, unit, award, decree or order of any nature of any Governmental
Authority (collectively, "ORDERS") against, or binding upon, such Seller.
3.3 TITLE TO PURCHASED SHARES. The Seller owns
beneficially and of record the Purchased Shares and has good and valid title to
the Purchased Shares, free and clear of all Liens, except as set forth on
SCHEDULE 3.2 attached hereto. Such Seller has the unrestricted power and
authority to transfer the Purchased Shares to the Purchasers. Upon delivery to
the Purchasers of the stock certificates representing such Seller's Purchased
Shares and payment therefor, the Purchasers shall acquire good and valid title
to such Purchased Shares, free and clear of all Liens, other than those created
by the Purchasers and as set forth on SCHEDULE 3.2 attached hereto.
3.4 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS.
Except as set forth on SCHEDULE 3.2 attached hereto, no approval, consent,
compliance, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person, and no lapse of a
waiting period under a Requirement of Law is necessary or required in connection
with the execution, delivery or performance (including, without limitation, the
sale and delivery of the Purchased Shares), by or enforcement against such
Seller of this Agreement or the transactions contemplated hereby, except for
such subsequent filings under applicable securities laws as may be required in
connection with the transactions contemplated hereby.
5
3.5 BINDING EFFECT. This Agreement has been duly executed
and delivered by the Seller, and this Agreement constitutes the legal, valid and
binding obligations of the Seller, enforceable against the Seller in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity relating to enforceability
(regardless of whether considered in a proceeding at law or in equity).
3.6 LITIGATION. There are no actions, suits, proceedings,
claims, complaints, disputes, arbitrations or investigations (collectively,
"CLAIMS") pending or, to the knowledge of the Seller, threatened, at law, in
equity, in arbitration or before any Governmental Authority against the Seller
with respect to this Agreement or the transactions contemplated hereby or which
would, if adversely determined, be reasonably likely to have a material adverse
effect on the ability of the Seller to perform its obligations hereunder. No
Order has been issued by any court or other Governmental Authority against the
Seller purporting to enjoin or restrain the execution, delivery or performance
of this Agreement.
3.7 COMPLIANCE WITH LAWS. The Seller is in compliance
with all Requirements of Law and all Orders issued by any court or Governmental
Authority against the Seller with respect to this Agreement and the transactions
contemplated hereby.
3.8 NO DEFAULT OR BREACH. The Seller has not received
notice of a default and is not in default under, or with respect to, any
Contractual Obligation of the Seller in any respect, which, individually or
together with all such defaults, could reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its obligations under
this Agreement.
3.9 PRIVATE OFFERING. No form of general solicitation or
general advertising was used by the Seller or its representatives in connection
with the sale of the Purchased Shares.
3.10 BROKER'S, FINDER'S OR SIMILAR FEES. There are no
brokerage commissions, finder's fee or similar fees or commissions payable by
the Seller in connection with the transactions contemplated hereby based on any
agreement, arrangement or understanding with the Seller or any action taken by
the Seller.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
------------------------------------------------
Each of the Purchasers hereby represents and warrants,
severally and not jointly, to the Seller as follows:
4.1 EXISTENCE AND POWER. Such Purchaser (a) is a limited
partnership, or limited liability company duly organized and validly existing
under the laws of the
6
jurisdiction of its formation and (b) has the requisite partnership or limited
liability company, as the case may be, power and authority to execute, deliver
and perform its obligations under this Agreement.
4.2 AUTHORIZATION; NO CONTRAVENTION. The execution,
delivery and performance by such Purchaser of this Agreement and the
transactions contemplated hereby, (a) have been duly authorized by all necessary
partnership or limited liability company, as the case may be, action, (b) do not
contravene the terms of such Purchaser's organizational documents, or any
amendment thereof, and (c) do not violate, conflict with or result in any breach
or contravention of, or the creation of any Lien under, any Contractual
Obligation of such Purchaser or any Requirement of Law applicable to such
Purchaser (except for the Lien created on the Purchased Shares purchased by
GapStar to secure its obligations under a bona fide loan made to acquire such
Purchased Shares), and (d) do not violate any Orders of any Governmental
Authority against, or binding upon, such Purchaser.
4.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No
approval, consent, compliance, exemption, authorization or other action by, or
notice to, or filing with, any Governmental Authority or any other Person, and
no lapse of a waiting period under any Requirement of Law, is necessary or
required in connection with the execution, delivery or performance (including,
without limitation, the purchase of the Purchased Shares) by, or enforcement
against, such Purchaser of this Agreement or the transactions contemplated
hereby.
4.4 BINDING EFFECT. This Agreement has been duly executed
and delivered by such Purchaser and constitutes the legal, valid and binding
obligation of such Purchaser, enforceable against it in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
4.5 BROKER'S, FINDER'S OR SIMILAR FEES. There are no
brokerage commissions, finder's fees or similar fees or commissions payable by
such Purchaser in connection with the transactions contemplated hereby based on
any agreement, arrangement or understanding with such Purchaser or any action
taken by such Purchaser.
ARTICLE V
CONDITIONS TO THE OBLIGATION
OF THE PURCHASERS TO CLOSE
--------------------------
The obligation of each of the Purchasers to purchase the
Purchased Shares, to pay the purchase price therefor at the Closing and to
perform any obligations hereunder shall be subject to the satisfaction as
determined by, or waiver by, the Purchasers of the following conditions on or
before the Closing Date.
7
5.1 PURCHASED SHARES. The Seller shall have delivered to
each of the Purchasers one or more stock certificates representing the Purchased
Shares set forth opposite such Purchaser's name on Schedule 2.1 hereto, duly
endorsed in blank or accompanied by stock powers executed in blank, in proper
form for transfer with all appropriate stock transfer stamps affixed, against
payment in full for such Purchased Shares.
5.2 OPINION OF COUNSEL. Each of the Purchasers shall have
received an opinion of the Seller's internal legal counsel, dated the Closing
Date, relating to the transactions contemplated by or referred to herein,
substantially in the form attached hereto as EXHIBIT A.
ARTICLE VI
CONDITIONS TO THE OBLIGATION OF
THE SELLER TO CLOSE
-------------------
The obligation of the Seller to sell the Purchased Shares and
the obligation of the Seller to perform his other obligations hereunder shall be
subject to the satisfaction as determined by, or waiver by, the Seller of the
following condition on or before the Closing Date:
6.1 PAYMENT OF PURCHASE PRICE. Each Purchaser shall be
prepared to pay the aggregate purchase price for the Purchased Shares to be
purchased by such Purchaser.
ARTICLE VII
AFFIRMATIVE COVENANTS
---------------------
The Seller hereby covenants and agrees with the Purchasers as
follows:
7.1 COOPERATION. The Seller shall execute and perform all
such further documents and acts as the Company or any of the Purchasers may
reasonably require to constitute any of the Purchasers as the legal and
beneficial owner of the Purchased Shares free from all charges, liens,
encumbrances and other adverse claims and interests and to give full effect to
the Seller's obligations under this Agreement.
ARTICLE VIII
MISCELLANEOUS
-------------
8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of
the representations and warranties made herein shall survive the execution and
delivery of this Agreement until the first anniversary of the Closing Date,
except for Sections 3.1 and 3.3, which shall survive indefinitely.
8
8.2 NOTICES. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be by registered or certified first-class mail, return receipt requested,
telecopier, courier service or personal delivery:
(a) if to the Seller:
At Home Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: General Counsel
if to the Purchasers:
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxx, Esq.
All such notices, demands and other communications shall be
deemed to have been duly given when delivered by hand, if personally delivered;
when delivered by courier, if delivered by commercial courier service; five (5)
Business Days after being deposited in the mail, postage prepaid, if mailed; and
when receipt is mechanically acknowledged, if telecopied.
8.3 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES.
This Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of the parties hereto. The Seller may not assign any of
its rights under this Agreement without the written consent of the Purchasers.
No Person other than the parties hereto and their successors and permitted
assigns is intended to be a beneficiary of this Agreement. Except as provided in
Article VII, no Person other than the parties hereto and their successors and
permitted assigns is intended to be a beneficiary of this Agreement.
8.4 AMENDMENT AND WAIVER.
(a) No failure or delay on the part of the
Seller or the Purchasers in exercising any right, power or remedy hereunder
shall operate as a waiver
9
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Seller or the
Purchasers at law, in equity or otherwise.
(b) Any amendment, supplement or modification of
or to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure by the Seller or the Purchasers from
the terms of any provision of this Agreement, shall be effective (i) only if it
is made or given in writing and signed by the Seller and the Purchasers
purchasing a majority of the Purchased Shares, and (ii) only in the specific
instance and for the specific purpose for which made or given. Except where
notice is specifically required by this Agreement, no notice to or demand on the
Seller in any case shall entitle the Seller to any other or further notice or
demand in similar or other circumstances.
8.5 COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
8.6 HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
8.8 SEVERABILITY. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.
8.9 RULES OF CONSTRUCTION. Unless the context otherwise
requires, references to sections or subsections refer to sections or subsections
of this Agreement.
8.10 ENTIRE AGREEMENT. This Agreement, together with the
exhibits and schedules hereto, is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. There are no restrictions, promises,
representations, warranties or undertakings, other than those set forth or
referred to herein or therein. This Agreement, together with the exhibits and
schedules hereto, supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
10
8.11 FEES. Each party shall pay its own fees and expenses
incurred in connection with this Agreement or otherwise.
8.12 PUBLICITY; CONFIDENTIALITY. Except as may be required
by applicable Requirements of Law, none of the parties hereto shall issue a
publicity release or public announcement or otherwise make any disclosure
concerning this Agreement, the transactions contemplated hereby or the
Purchasers, without prior approval by the other parties hereto.
8.13 FURTHER ASSURANCES. Each of the parties shall execute
such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any Governmental Authority or
any other Person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
11
IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Stock Purchase Agreement on the date first written
above.
AT HOME CORPORATION
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: VP Finance
GENERAL ATLANTIC PARTNERS 74, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC
its General Partner
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: A Managing Member
GAPSTAR, LLC
By: GENERAL ATLANTIC PARTNERS, LLC
its Managing Member
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: A Managing Member
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: A Managing Member
12
Acknowledging Section 2.2 above:
XXXXXXX.XXX, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President, General Counsel
SCHEDULE 2.1
------------
PURCHASED SHARES AND PURCHASE PRICE
-----------------------------------
--------------------------------------------------------------------------------
PURCHASER PURCHASED SHARES PURCHASE PRICE
--------------------------------------------------------------------------------
GAP LP 340,368 $ 626,277.12
--------------------------------------------------------------------------------
GapStar 25,844 $ 47,552.96
--------------------------------------------------------------------------------
GAP Coinvestment 47,288 $ 87,009.92
--------------------------------------------------------------------------------
Total: 413,500 $ 760,840.00
--------------------------------------------------------------------------------
