Exhibit 10.10
AGREEMENT TO EXTEND OPTION
THIS AGREEMENT TO EXTEND OPTION ("Agreement") is made and entered into
as of the 17th day of December, 1998 by and among (i) PRIMIS, INC. (formerly
Premier Appraisals, Inc.), a Georgia corporation ("Company"), and (ii) CHRYSALIS
VENTURES LIMITED PARTNERSHIP, a Kentucky limited partnership, CASSELBERRY
PARTNERS, L.P., a Kentucky limited partnership, JG FUNDING, LLC, a Kentucky
limited liability company, WINDCREST PARTNERS, a New York limited partnership,
J. XXXXX XXXXXXX, an individual, RICHLAND VENTURES II, L.P., a Delaware limited
partnership, REMINGTON INVESTMENTS STRATEGIES, L.P., a limited partnership,
XXXXX GLOBAL INVESTMENTS, LTD., a limited partnership, SOUTH ATLANTIC PRIVATE
EQUITY FUND IV, LIMITED PARTNERSHIP, a Delaware limited partnership, and SOUTH
ATLANTIC PRIVATE EQUITY FUND IV (Q.P.), LIMITED PARTNERSHIP, a Delaware limited
partnership (each an "Investor" and collectively the "Investors").
WITNESSETH:
Company and Investors entered into a Common Stock Purchase Agreement
dated June 16, 1998 (the "Purchase Agreement") pursuant to which Investors
purchased shares of Company's Common Stock.
Section 1.c of the Purchase Agreement provided that Investors would
have the right and option, at any time before December 16, 1998, to purchase
additional shares of Company's Common Stock, at a purchase price of $5.50 per
share, as set forth in the Purchase Agreement.
Company has determined that an extension of the options provided in the
Purchase Agreement would be in Company's best interest and in the interest of
the shareholders of Company.
Therefore, Company desires to effectively extend the Option granted
under the Purchase Agreement by granting each Investor a similar option to
purchase shares of Company's Common Stock exercisable upon and subject to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and intending to be legally bound, Company and
Investors agree as follows:
1. OPTION TO PURCHASE COMMON STOCK. Subject to the terms and conditions
of this Agreement, each Investor shall have the right and option (the "Option"),
but not the obligation, at any time on or before July 1, 1999 (the "Option
Expiration Date"), upon delivery of ten (10) days prior written notice to
Company (the "Option Notice"), to purchase from Company, and Company agrees to
sell, issue and deliver to such Investor, the number of shares of Common Stock
of Company set forth opposite each Investor's name on SCHEDULE 1 attached
hereto (the "Option Shares"), at a price of Five Dollars and Fifty Cents
($5.50) per share (the "Option Purchase Price"). The Option Shares and the
Option Purchase Price shall be subject to adjustment as provided in Section 3
of this Agreement. The Option may not be exercised by an Investor for any
amount less than the entire number of shares set forth opposite such
Investor's name on Schedule 1. Within ten (10) days of delivery of the Option
Notice by an Investor, such Investor shall deliver the Option Purchase Price
to Company in immediately available funds. Upon receipt of the entire Option
Purchase Price from an Investor, Company shall deliver certificates
representing the Option Shares to the Investor.
2. COMPANY RIGHT TO CALL OPTIONS. Notwithstanding the provisions of
Section 1 of this Agreement to the contrary, on or before the Option Expiration
Date, Company may, by delivery of twenty (20) days prior written notice to
Investors (the "Call Notice"), "call" the Options and, in such event, each
Investor shall either (i) exercise his or its Option to purchase all, but not
less than all, of the Investor's Option Shares, within twenty (20) days
following delivery of the Call Notice, or (ii) forfeit his or its right to
exercise the Option and purchase the Option Shares pursuant to Section 1 of this
Agreement. If an Investor elects to exercise his or its right to exercise the
Investor's Option under this Section 2 and purchase the Option Shares, the
purchase price and terms of purchase with respect to the Option shall be the
same as set forth in Section 1 of this Agreement. If an Investor elects not to
exercise the Investor's Option and purchase the Option Shares pursuant to this
Section 2, such Investor shall have no further rights pursuant to this Agreement
or the Purchase Agreement to purchase shares of Company's Common Stock pursuant
to the Option.
3. CAPITAL ADJUSTMENTS. In the event of a capital adjustment in the
Common Stock of Company by reason of any reorganization, recapitalization, stock
split, stock dividend, combination or exchange of shares, merger or
consolidation, or any other change in the nature or number of shares of Common
Stock of Company, a proportionate adjustment shall be made in the maximum number
and kind of shares to be delivered upon exercise of the Option, and in the
Option Purchase Price. By virtue of such a capital adjustment, the Option
Purchase Price shall be adjusted so that there will be no change in the
aggregate purchase price payable upon exercise of any such Option. In addition,
if Company shall issue any of its Common Stock for a consideration per share
which is less than the Option Purchase Price in effect immediately prior to such
issuance or for no consideration (other than shares reserved for issuance to
employees and officers of Company pursuant to Company's outstanding option
plan), the Option Purchase Price shall be reduced to such lower price.
4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their heirs, executors,
successors and assigns.
5. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties hereto with respect to the subject matter hereof and may not be
amended excepted in a writing signed by all the parties hereto.
6. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which taken together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
"COMPANY"
PRIMIS, INC.
By:
----------------------------------------
Title:
-------------------------------------
"INVESTORS"
CHRYSALIS VENTURES LIMITED PARTNERSHIP
By: Chrysalis Ventures, LLC, its General Partner
By:
----------------------------------------
Xxxxx X. Xxxxx, Xx., Manager
CASSELBERRY PARTNERS, L.P.
By:
----------------------------------------
Title:
-------------------------------------
X.X. FUNDING, LLC
By: Chrysalis Ventures, LLC, its Manager
By:
----------------------------------------
Xxxxx X. Xxxxx, Xx., Manager
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------------------------------------------
J. XXXXX XXXXXXX
WINDCREST PARTNERS
By:
---------------------------------------
A General Partner
RICHLAND VENTURES II, L.P.
By:
---------------------------------------
Its:
--------------------------------------
SOUTH ATLANTIC PRIVATE EQUITY FUND IV,
LIMITED PARTNERSHIP
By: South Atlantic Private Equity Partners,
Limited Partnership, Its General Partner
By:
-----------------------------------------
Its: General Partner
SOUTH ATLANTIC PRIVATE EQUITY FUND IV,
(Q.P.), LIMITED PARTNERSHIP
By: South Atlantic Private Equity Partners,
Limited Partnership, Its General Partner
By:
----------------------------------------
Its: General Partner
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XXXXX GLOBAL INVESTMENTS, LTD.
By:
_______________________________________
____________ of Xxxxx Capital
Management
Its: Trading Advisor
REMINGTON INVESTMENTS STRATEGIES, L.P.
By:
_______________________________________
___________ of Xxxxx Capital
Advisors, LLC
Its: General Partner
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SCHEDULE 1
Investor's Option
Number of Shares
Investor of Common Stock
-------- -----------------
J. Xxxxx Xxxxxxx
x/x Xxxxxxx Xxxxxxx
Xxxxx 0000
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 90,909
Windcrest Partners
49th Floor
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000 45,454
Richland Ventures II, L.P.
0000 Xxxx Xxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000-0000 181,818
South Atlantic Private Equity Fund IV
Limited Partnership
000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000 76,363
South Atlantic Private Equity Fund IV
(Q.P.), Limited Partnership
000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000 105,454
Xxxxx Global Investments, Ltd.
c/o Citco Fund Services (Bahamas), Ltd.
Bahamas Financial Center
Charlotte & Xxxxxxx Xxxxxx
X.X. Xxx XX 00000
Nassau, Bahamas 149,090
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Remington Investments Strategies, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000 32,727
Casselberry Partners, L.P.
c/o Xxxxxxx X. Xxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000 22,442
X.X. Funding, LLC
1850 National City Tower
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 20,649
Chrysalis Ventures Limited Partnership
1850 National City Tower
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 56,908
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