EXHIBIT 10.03
VERISIGN, INC.
SERIES C PREFERRED STOCK PURCHASE AGREEMENT
November 15, 1996
TABLE OF CONTENTS
-----------------
Page
----
1. Purchase and Sale of Stock......................................... 1
1.2 Sale and Issuance of Series C Preferred Stock............... 1
1.2 Closing..................................................... 1
2. Representations and Warranties of the Company...................... 1
1.1 Organization; Good Standing; Qualification.................. 2
1.2 Authorization............................................... 2
1.3 Valid Issuance of Preferred and Common Stock................ 2
1.4 Governmental Consents....................................... 3
1.5 Capitalization and Voting Rights............................ 3
1.6 Subsidiaries................................................ 4
1.7 Agreements; Action.......................................... 4
1.8 Related-Party Transactions.................................. 5
1.9 Registration Rights......................................... 6
1.10 Permits..................................................... 6
1.11 Compliance with Other Instruments........................... 6
1.12 Litigation.................................................. 6
1.13 Returns and Complaints...................................... 7
1.14 Disclosure.................................................. 7
1.15 Offering.................................................... 7
1.16 Title to Property and Assets; Leases........................ 7
1.17 Financial Statements........................................ 8
1.18 Changes..................................................... 8
1.19 Patents and Trademarks......................................10
1.20 Manufacturing and Marketing Rights..........................11
1.21 Labor Agreements and Actions................................11
1.22 Proprietary Information and Inventions Agreements...........12
1.23 Tax Returns, Payments, and Elections........................12
1.24 Insurance...................................................12
1.25 Environmental and Safety Laws...............................13
1.26 Forfeiture..................................................13
1.27 Minute Books................................................13
2. Representations, Warranties and Covenants of the Investors.........13
2.1 Representations and Warranties..............................13
i
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page ii
2.2 Covenants...................................................15
ii
3. California Commissioner of Corporations...................16
3.1 Corporate Securities Law............................16
4. Conditions of Investor's Obligations at Closing...........16
4.1 Representations and Warranties......................17
4.2 Performance.........................................17
4.3 Compliance Certificate..............................17
4.4 Qualifications......................................17
4.5 Opinion of Company Counsel..........................17
4.6 Investors' Rights Agreement.........................17
4.7 Stockholders' Agreement.............................17
5. Conditions of the Company's Obligations at Closing........17
5.1 Representations and Warranties......................18
5.2 Payment of Purchase Price...........................18
5.3 Qualifications......................................18
6. Miscellaneous.............................................18
6.1 Entire Agreement....................................18
6.2 Survival of Warranties..............................18
6.3 Successors and Assigns..............................18
6.4 Governing Law.......................................18
6.5 Counterparts........................................19
6.6 Titles and Subtitles................................19
6.7 Notices.............................................19
6.8 Finder's Fee........................................19
6.9 Expenses............................................19
6.10 Attorneys' Fees.....................................19
6.11 Amendments and Waivers..............................20
6.12 Severability........................................20
6.13 Aggregation of Stock................................20
iii
Schedules and Exhibits
----------------------
SCHEDULE A - Schedule of Investors
EXHIBIT A - Second Amended and Restated Certificate of Incorporation
EXHIBIT B - Amended and Restated Investor's Rights Agreement
EXHIBIT C - Amendment No. 2 to Stockholders' Agreement
EXHIBIT D - Schedule of Stockholders
EXHIBIT E - Form of Legal Opinion
iv
SERIES C PREFERRED STOCK PURCHASE AGREEMENT
-------------------------------------------
THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made
as of the 15th day of November, 1996, by and between VeriSign, Inc., a Delaware
corporation (the "Company"), and each of the persons listed on Schedule A
hereto, each of which is herein referred to as an "Investor."
THE PARTIES HEREBY AGREE AS FOLLOWS:
3. Purchase and Sale of Stock.
---------------------------
3.1 Sale and Issuance of Series C Preferred Stock.
----------------------------------------------
(a) The Company shall adopt and file with the Secretary of State
of Delaware on or before the Closing (as defined below) an Amended and Restated
Certificate of Incorporation in the form attached hereto as Exhibit A (the
---------
"Restated Certificate").
(b) Subject to the terms and conditions of this Agreement, each
Investor agrees, severally and not jointly, to purchase at the Closing and the
Company agrees to sell and issue to each Investor, severally and not jointly, at
the Closing that number of shares of the Company's Series C Preferred Stock set
forth opposite each Investor's name on Schedule A hereto at a price of $8.00 per
----------
share.
3.2 Closing. The purchase and sale of the Series C Preferred Stock
-------
shall take place at the offices of Xxxxxxxxx Xxxxx Morosoli & Maser LLP, 200
Page Xxxx Xxxx, 0xx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx, at 11:00 a.m., on November 15,
1996, or at such other time and place as the Company and Investors acquiring in
the aggregate more than half the shares of Series C Preferred Stock to be sold
pursuant hereto shall mutually agree in writing (which time and place are
designated as the "Closing"). At the Closing, the Company shall deliver to each
Investor a certificate representing the shares of Series C Preferred Stock that
such Investor is purchasing against payment of the purchase price therefor by
check, wire transfer, or such other form of payment as shall be mutually agreed
upon by such Investor and the Company.
4. Representations and Warranties of the Company. The Company hereby
---------------------------------------------
represents and warrants to each Investor that, except as set forth on the
Schedule of Exceptions attached hereto, specifically identifying the relevant
subparagraph(s)
1
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 2
hereof, which exceptions shall be deemed to be representations and warranties as
if made hereunder:
4.1 Organization; Good Standing; Qualification. The Company is a
------------------------------------------
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, has all requisite corporate power and authority
to own and operate its properties and assets and to carry on its business as now
conducted and as proposed to be conducted, to execute and deliver this
Agreement, that certain Amended and Restated Investors' Rights Agreement dated
as of even date herewith the form of which is attached hereto as Exhibit B (the
"Investors' Rights Agreement"), that certain Amendment No. 2 to Stockholders'
Agreement dated as of even date herewith the form of which is attached hereto as
Exhibit C (the "Stockholders' Agreement") and any other agreement to which the
---------
Company is a party the execution and delivery of which is contemplated hereby
(the "Ancillary Agreements"), to issue and sell the Series C Preferred Stock and
the Common Stock issuable upon conversion thereof, and to carry out the
provisions of this Agreement, the Investors' Rights Agreement, the Stockholders'
Agreement, the Restated Certificate and any Ancillary Agreements. The Company is
duly qualified to transact business and is in good standing in each jurisdiction
in which the failure so to qualify would have a material adverse effect on its
business, properties, prospects or financial condition.
4.2 Authorization. All corporate action on the part of the Company,
-------------
its officers, directors, and stockholders necessary for the authorization,
execution and delivery of this Agreement, the Investors' Rights Agreement, the
Stockholders' Agreement and any Ancillary Agreements, the performance of all
obligations of the Company hereunder and thereunder at the Closing and the
authorization, issuance (or reservation for issuance), sale, and delivery of the
Series C Preferred Stock being sold hereunder and the Common Stock issuable upon
conversion thereof has been taken or will be taken prior to the Closing, and
this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement and
any Ancillary Agreements constitute valid and legally binding obligations of the
Company, enforceable in accordance with their respective terms except (i) as
limited by applicable bankruptcy, solvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors' rights generally
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies and
2
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 3
(iii) to the extent the indemnification provisions contained in the Investors'
Rights Agreement may be limited by applicable federal or state securities law.
4.3 Valid Issuance of Preferred and Common Stock. The Series C
---------------------------------------------
Preferred Stock that is being purchased by the Investors hereunder, when issued,
sold and delivered in accordance with the terms of this Agreement for the
consideration expressed herein, will be duly and validly issued, fully paid, and
nonassessable, and will be free of restrictions on transfer other than
restrictions on transfer under this Agreement, the Investors' Rights Agreement,
the Stockholders' Agreement and under applicable state and federal securities
laws. The Common Stock issuable upon conversion of the Series C Preferred Stock
purchased under this Agreement has been duly and validly reserved for issuance
and, upon issuance in accordance with the terms of the Restated Certificate,
will be duly and validly issued, fully paid, and nonassessable and will be free
of restrictions on transfer other than restrictions on transfer under this
Agreement, the Investors' Rights Agreement and the Stockholders' Agreement and
under applicable state and federal securities laws.
4.4 Governmental Consents. No consent, approval, qualification,
----------------------
order or authorization of, or filing with, any local, state, or federal
governmental authority is required on the part of the Company in connection with
the Company's valid execution, delivery, or performance of this Agreement, the
offer, sale or issuance of the Series C Preferred Stock by the Company or the
issuance of Common Stock upon conversion of the Series C Preferred Stock, except
(i) the filing of the Restated Certificate with the Secretary of State of the
State of Delaware, and (ii) such filings as have been made prior to the Closing,
except that any notices of sale required to be filed with the Securities and
Exchange Commission (the "SEC") under Regulation D of the Securities Act of
1933, as amended (the "1933 Act"), or such post-closing filings as may be
required under applicable state securities laws, which will be timely filed
within the applicable periods therefor.
4.5 Capitalization and Voting Rights. The authorized capital of the
---------------------------------
Company consists, or will consist prior to the Closing, of:
(i) Preferred Stock. 10,282,883 shares of Preferred Stock, par
----------------
value $0.001 (the "Preferred Stock), of which 4,306,883 shares have been
designated Series A Convertible Preferred Stock ("Series A Preferred Stock"),
all of which are issued and outstanding, 2,101,000 shares have been designated
Series B
3
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 4
Convertible Preferred Stock ("Series B Preferred Stock"), of which 2,099,123
shares are issued and outstanding and 3,875,000 shares have been designated
Series C Convertible Preferred Stock ("Series C Preferred Stock"), up to all of
which will be sold pursuant to this Agreement. The rights, privileges and
preferences of the Series A, Series B and Series C Preferred Stock will be as
stated in the Restated Certificate.
(ii) Common Stock 21,592,117 shares of common stock (Common
------------
Stock), par value $0.001 of which 6,351,208 shares are issued and outstanding.
(iii) The outstanding shares of Series A and Series B Preferred
Stock and Common Stock are owned by the stockholders and in the numbers
specified in Exhibit D hereto.
---------
(iv) The outstanding shares of Series A and Series B Preferred
Stock and Common Stock have been issued in accordance with the registration or
qualification provisions of the 1933 Act and any relevant state securities laws
or pursuant to valid exemptions therefrom.
(v) Except for (A) the conversion privileges of the Series A,
Series B and Series C Preferred Stock, (B) the rights provided in Section 2.4 of
the Investors' Rights Agreement, and (C) currently outstanding options to
purchase 1,213,075 shares of Common Stock granted to employees pursuant to the
Company's 1995 Stock Option Plan (the "Option Plan), there are not outstanding
any options, warrants, rights (including conversion or preemptive rights and
rights of first refusal) or agreements for the purchase or acquisition from the
Company of any shares of its capital stock. In addition to the aforementioned
options, the Company has reserved an additional 1,307,050 shares of its Common
Stock for purchase upon exercise of options to be granted in the future under
the Option Plan. The Company is not a party or subject to any agreement or
understanding, and, to the best of the Company's knowledge, there is no
agreement or understanding between any persons that affects or relates to the
voting or giving of written consents with respect to any security or the voting
by a director of the Company.
4.6 Subsidiaries. The Company does not own or control, directly or
-------------
indirectly, any interest in any other corporation, association, or other
business entity.
4
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 5
The Company is not a participant in any joint venture, partnership, or similar
arrangement.
4.7 Agreements; Action.
-------------------
(a) Except for agreements explicitly contemplated hereby, by the
Investors' Rights Agreement, the Stockholders' Agreement, any Ancillary
Agreements, and that certain Stockholders' Agreement dated April 18, 1995 among
the Company, the Series A Preferred Stockholders and the other parties named
therein and Amendment No. 1 thereto dated as of February 20, 1996, there are no
agreements, understandings or proposed transactions between the Company and any
of its officers, directors, affiliates, or any affiliate thereof.
(b) The Company does not have any contract, agreement, lease,
commitment or proposed transaction, written or oral, absolute or contingent,
other than (i) contracts for the purchase of supplies and services that were
entered into in the ordinary course of business and that do not involve more
than $50,000, and do not extend for more than one (1) year beyond the date
hereof, (ii) sales contracts entered into in the ordinary course of business,
and (iii) contracts terminable at will by the Company on no more than thirty
(30) days notice without cost or liability to the Company and that do not
involve any employment or consulting arrangement and are not material to the
conduct of the Company's business. For the purpose of this Section, employment
and consulting contracts and contracts with labor unions, and license agreements
and any other agreements relating to the acquisition or disposition of the
Company's technology, shall not be considered to be contracts entered into in
the ordinary course of business.
(c) The Company has not (i) declared or paid any dividends, or
authorized or made any distribution upon or with respect to any class or series
of its capital stock, (ii) incurred any indebtedness for money borrowed or any
other liabilities individually in excess of $50,000, in the case of indebtedness
and/or liabilities individually less than $50,000, in excess of $150,000 in the
aggregate, (iii) made any loans or advances to any person, other than ordinary
advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of
any of its assets or rights, other than the sale of its inventory in the
ordinary course of business.
5
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 6
(d) For the purposes of subsections (b) and (c) above, all
indebtedness, liabilities, agreements, understandings, instruments, contracts
and proposed transactions involving the same person or entity (including persons
or entities the Company has reason to believe are affiliated therewith) shall be
aggregated for the purpose of meeting the individual minimum dollar amounts of
such subsections.
4.8 Related-Party Transactions. No employee, officer, or director
--------------------------
of the Company or member of his or her immediate family is indebted to the
Company, nor is the Company indebted (or committed to make loans or extend or
guarantee credit) to any of them. To the best of the Company's knowledge, none
of such persons has any direct or indirect ownership interest in any firm or
corporation with which the Company is affiliated or with which the Company has a
business relationship, or any firm or corporation that competes with the
Company, except that employees, officers or directors of the Company and members
of their immediate families may own stock in publicly traded companies that may
compete with the Company. To the best of the Company's knowledge, no officer or
director or any member of their immediate families is, directly or indirectly,
interested in any material contract with the Company.
4.9 Registration Rights. Except as provided in the Investors' Rights
--------------------
Agreement, the Company is not obligated to register under the 1933 Act any of
its presently outstanding securities or any of its securities that may
subsequently be issued.
4.10 Permits. The Company has all franchises, permits, licenses, and
--------
any similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which could materially and adversely affect the
business, properties, prospects or financial condition of the Company and
believes it can obtain, without undue burden or expense, any similar authority
for the conduct of its business as planned to be conducted. The Company is not
in default in any material respect under any of such franchises, permits,
licenses or other similar authority.
4.11 Compliance with Other Instruments. The Company is not in
---------------------------------
violation or default in any material respect of any provision of its Restated
Certificate or Bylaws or in any material respect of any provision of any
mortgage, indenture, agreement, instrument or contract to which it is a party or
by which it is bound or, to
6
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 7
the best of its knowledge, of any federal or state judgment, order, writ,
decree, statute, rule or regulation applicable to the Company. The execution,
delivery and performance by the Company of this Agreement, the Investors' Rights
Agreement, the Stockholders' Agreement and any Ancillary Agreements, and the
consummation of the transactions contemplated hereby and thereby will not result
in any such violation or be in material conflict with or constitute, with or
without the passage of time or giving of notice, either a material default under
any such provision or an event that results in the creation of any material
lien, charge or encumbrance upon any assets of the Company or the suspension,
revocation, impairment, forfeiture, or nonrenewal of any material permit,
license, authorization, or approval applicable to the Company, its business or
operations, or any of its assets or properties.
4.12 Litigation. There is no action, suit, proceeding or investigation
----------
pending or currently threatened against the Company that questions the validity
of this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement
or any Ancillary Agreements or the right of the Company to enter into such
agreements, or to consummate the transactions contemplated hereby or thereby, or
that might result, either individually or in the aggregate, in any material
adverse change in the assets, business, properties, prospects or financial
condition of the Company or in any material change in the current equity
ownership of the Company. The foregoing includes, without limitation, any
action, suit, proceeding, or investigation pending or currently threatened
involving the prior employment of any of the Company's employees, their use in
connection with the Company's business of any information or techniques
allegedly proprietary to any of their former employers, their obligations under
any agreements with prior employers, or negotiations by the Company with
potential backers of, or investors in, the Company or its proposed business. The
Company is not a party to or, to the best of its knowledge, named in any order,
writ, injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit or proceeding by the Company currently
pending or that the Company currently intends to initiate.
4.13 Returns and Complaints. The Company has received no
----------------------
customer complaints concerning alleged defects in the design of its products
that, if true, would materially adversely affect the operations or financial
condition of the Company.
7
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 8
4.14 Disclosure. The Company has provided each Investor with all the
-----------
information reasonably available to it without undue expense that such Investor
has requested for deciding whether to purchase the Series C Preferred Stock and
all information which the Company believes is reasonably necessary to enable
such Investor to make such decision. To the best of the Company's knowledge
after reasonable investigation neither this Agreement nor any other written
statements or certificates made or delivered in connection herewith contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements herein or therein not misleading.
4.15 Offering. Subject in part to the truth and accuracy of each
--------
Investor's representations set forth in this Agreement, the offer, sale and
issuance of the Series C Preferred Stock and Common Stock issuable upon the
conversion thereof as contemplated by this Agreement are exempt from the
registration requirements of the 1933 Act, and neither the Company nor any
authorized agent acting on its behalf will take any action hereafter that would
cause the loss of such exemption.
4.16 Title to Property and Assets; Leases. Except (a) as reflected
-------------------------------------
in the Financial Statements (defined in Section 2.17), (b) for liens for current
taxes not yet delinquent, (c) for liens imposed by law and incurred in the
ordinary course of business for obligations not past due to carriers,
warehousemen, laborers, materialmen and the like, (d) for liens in respect of
pledges or deposits under workers' compensation laws or similar legislation, or
(e) for minor defects in title, none of which, individually or in the aggregate
materially interferes with the use of such property, the Company owns its
property and assets free and clear of all mortgages, liens, claims and
encumbrances. With respect to the property and assets it leases, the Company is
in compliance with such leases and, to the best of its knowledge, holds a valid
leasehold interest free of any liens, claims or encumbrances, subject to clauses
(a)-(e) above.
4.17 Financial Statements. The Company has delivered to each Investor
---------------------
its audited financial statements (balance sheet and profit and loss statement,
statement of shareholders' equity and statement of changes in financial
position) for the fiscal year ended December 31, 1995 (the "Audited Financials")
and unaudited financial statements for the six-month period ended June 30, 1996
and the nine-month period ended September 30, 1996 (collectively, the "Unaudited
Financials").
8
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 9
The Audited Financials and Unaudited Financials are collectively referenced as
the "Financial Statements". The Financial Statements have been prepared in
accordance with generally accepted accounting principles (GAAP) applied on a
consistent basis throughout the periods indicated and with each other, except
that the Unaudited Financials may not contain all footnotes required by GAAP.
The Financial Statements fairly present the financial condition and operating
results of the Company as of the dates, and for the periods, indicated therein,
subject in the case of the Unaudited Financials to normal year-end audit
adjustments which are neither individually nor in the aggregate material. Except
as set forth in the Financial Statements, the Company has no material
liabilities, contingent or otherwise, other than (i) liabilities incurred in the
ordinary course of business subsequent to September 30, 1996 and (ii)
obligations under contracts and commitments incurred in the ordinary course of
business and not required under GAAP to be reflected in the Financial
Statements, which, in both cases, individually or in the aggregate, are not
material to the financial condition or operating results of the Company. Except
as disclosed in the Financial Statements, the Company is not a guarantor or
indemnitor of any indebtedness of any other person, firm or corporation. The
Company maintains and will continue to maintain a standard system of accounting
established and administered in accordance with GAAP.
4.18 Changes. To the best of the Company's knowledge, since September
--------
30, 1996, there has not been:
9
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 10
(a) Any change in the assets, liabilities, financial condition
or operating results of the Company from that reflected in the Financial
Statements, except changes in the ordinary course of business that have not
been, in the aggregate, materially adverse;
(b) any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the business, properties,
prospects or financial condition of the Company (as such business is presently
conducted and as it is proposed to be conducted);
(c) any waiver or compromise by the Company of a valuable right
or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim or
encumbrance or payment of any obligation by the Company, except in the ordinary
course of business and which is not material to the business, properties,
prospects or financial condition of the Company (as such business is presently
conducted and as it is proposed to be conducted);
(e) any material change to a material contract or arrangement by
which the Company or any of its assets is bound or subject, except any such
change made in the ordinary course of business;
(f) any material change in any compensation arrangement or
agreement with any employee, officer, director, or stockholder;
(g) any sale, assignment or transfer of any patents, trademarks,
copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any key
officer of the Company, and the Company, to the best of its knowledge, does not
know of the impending resignation or termination of employment of any such
officer;
(i) receipt of notice that there has been a loss of, or material
order cancellation by, any major customer of the Company,
10
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 11
(j) any mortgage, pledge, transfer of a security interest in, or
lien, created by the Company, with respect to any of its material properties or
assets, except liens for taxes not yet due or payable;
(k) any loans or guarantees made by the Company to or for the
benefit of its employees, officers or directors, or any members of their
immediate families, other than travel advances and other advances made in the
ordinary course of its business;
(l) any declaration, setting aside or payment or other
distribution in respect of any of the Company's capital stock, or any direct or
indirect redemption, purchase or other acquisition of any of such stock by the
Company;
(m) to the best of the Company's knowledge, any other event or
condition of any character that might materially and adversely affect the
business, properties, prospects or financial condition of the Company (as such
business is presently conducted and as it is proposed to be conducted); or
(n) any agreement or commitment by the Company to do any of the
things described in this Section 2.18.
4.19 Patents and Trademarks. To the best of its knowledge (but
----------------------
without having conducted any special investigation or patent search) the Company
owns or possesses sufficient legal rights to all patents, trademarks,
servicemarks, trade names, copyrights, trade secrets, licenses, information,
proprietary rights and processes necessary for its business as now conducted and
as proposed to be conducted without any conflict with or infringement of the
rights of others. The Schedule of Exceptions contains a complete list of patents
and pending patent applications of the Company. Except for agreements with its
own employees or consultants, substantially in the form referenced in Section
2.22 below, there are no outstanding options, licenses, or agreements of any
kind relating to the foregoing, nor is the Company bound by or a party to any
options, licenses or agreements of any kind with respect to the patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, proprietary rights and processes of any other person or entity. The
Company has not received any communications alleging that the Company has
violated or, by conducting its business as proposed, would violate
11
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 12
any of the patents, trademarks, service marks, trade names, copyrights, trade
secrets or other proprietary rights of any other person or entity. The Company
is not aware that any of it employees is obligated under any contract (including
licenses, covenants or commitments of any nature) or other agreement, or subject
to any judgment, decree or order of any court or administrative agency, that
would interfere with the use of such employee's best efforts to promote the
interests of the Company or that would conflict with the Company's business as
proposed to be conducted. Neither the execution nor delivery of this Agreement,
nor the carrying on of the Company's business by the employees of the Company,
nor the conduct of the Company's business as proposed, will, to the best of the
Company's knowledge, conflict with or result in a breach of the terms,
conditions or provisions of, or constitute a default under, any contract,
covenant or instrument under which any of such employees is now obligated. The
Company does not believe it is or will be necessary to use any inventions of any
of its employees (or persons it currently intends to hire) made prior to their
employment by the Company.
4.20 Manufacturing and Marketing Rights. The Company has not granted
-----------------------------------
rights to manufacture, produce, assemble, license, market, or sell its products
to any other person and is not bound by any agreement that affects the Company's
exclusive right to develop, manufacture, assemble, distribute, market, or sell
its products.
4.21 Labor Agreements and Actions. To the best knowledge of the
-----------------------------
Company, there is no strike, or labor dispute or union organization activities
pending or threatened between it and its employees. To the best knowledge of the
Company, none of the Company's employees belongs to any union or collective
bargaining unit. To the best of its knowledge, the Company has complied in all
material respects with all applicable state and federal equal employment
opportunity and other laws related to employment. To the best of the Company's
knowledge, no employee of the Company is or will be in violation of any
judgment, decree or order, or any term of any employment contract, patent
disclosure agreement or other contract or agreement relating to the relationship
of any such employee with the Company or any other party because of the nature
of the business conducted or to be conducted by the Company or to the
utilization by the employee of his best efforts with respect to such business.
The Company is not party to or bound by any currently effective employment
contract, deferred compensation agreement, bonus plan, incentive plan, profit
sharing plan, retirement agreement, or other employee compensation
12
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page
agreement. The Company is not aware that any officer or key employee, or that
any group of key employees, intends to terminate their employment with the
Company, nor does the Company have a present intention to terminate the
employment of any of the foregoing. Subject to general principles related to
wrongful termination of employees, the employment of each officer and employee
of the Company is terminable at the will of the Company.
4.22 Proprietary Information and Inventions Agreements. Each Employee,
--------------------------------------------------
officer and consultant of the Company has executed a Proprietary Information and
Inventions Agreement substantially in the form or forms that have been made
available to each Investor's counsel.
4.23 Tax Returns, Payments, and Elections. The Company has filed all
-------------------------------------
tax returns and reports as required by law. These returns and reports are true
and correct in all material respects. The Company has paid all taxes and other
assessments due, except those contested by it in good faith. The provision for
taxes of the Company as shown in the Financial Statements is adequate for taxes
due or accrued as of the date thereof. The Company has not elected pursuant to
the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an
S corporation or a collapsible corporation pursuant to Section 341(f) of Section
1362(a) of the Code, nor has it made any other elections pursuant to the Code
(other than elections which relate solely to methods of accounting, depreciation
or amortization) which would have a material effect on the business, properties,
prospects or financial condition of the Company. The Company has never had any
tax deficiency proposed or assessed against it and has not executed any waiver
of any statute of limitations on the assessment or collection of any tax or
governmental charge. None of the Company's federal income tax returns and none
of its state income or franchise tax or sales or use tax returns has ever been
audited by governmental authorities. Since the date of the Financial Statements,
the Company has made adequate provisions on its books of account for all taxes,
assessments and governmental charges with respect to its business, properties
and operations for such period. The Company has withheld or collected from each
payment made to each of its employees, the amount of all taxes (including, but
not limited to, federal income taxes, Federal Insurance Contribution Act taxes
and Federal Unemployment Tax Act taxes) required to be withheld or collected
therefrom, and has paid the same to the proper tax receiving officers or
authorized depositaries.
13
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 14
4.24 Insurance. The Company has in full force and effect fire and
----------
casualty insurance policies, with extended coverage, sufficient in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that might be damaged or destroyed. The Company has in full force and effect
term life insurance, payable to the Company, on the life of Mr. Xxxxxxxx Xxxxxxx
in the amount of $1,000,000. The Company has in full force and effect products
liability insurance in amounts customary for companies similarly situated.
4.25 Environmental and Safety Laws. To the best of its knowledge, the
------------------------------
Company is not in violation of any applicable statute, law, or regulation
relating to the environment or occupational health and safety, and to the best
of its knowledge, no material expenditures are or will be required in order to
comply with any such existing statute, law, or regulation.
4.26 Forfeiture. No stockholders of the Company have purchased any
-----------
shares of the Company's capital stock subject to a risk of forfeiture.
4.27 Minute Books. The copy of the minute books of the Company made
------------
available to each Investor's counsel contains minutes of all meetings of
directors and stockholders and all actions by written consent without a meeting
by the directors and stockholders since the time of incorporation and reflect
all actions by the directors (and any committee of directors) and stockholders
with respect to all transactions referred to in such minutes accurately in all
material respects.
5. Representations, Warranties and Covenants of the Investors.
----------------------------------------------------------
5.1 Representations and Warranties. Each Investor hereby severally
-------------------------------
and not jointly represents and warrants to the Company, with respect to such
Investor's purchase of Series C Preferred Stock that:
(a) Authorization. It has full power and authority to enter into
--------------
this Agreement and that this Agreement constitutes a valid and legally binding
obligation of such Investor.
14
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 15
(b) Purchase Entirely for Own Account. This Agreement is made
---------------------------------
with each Investor in reliance upon such Investor's representation to the
Company, which by such Investor's execution of this Agreement such Investor
hereby confirms, that the Series C Preferred Stock to be purchased by such
Investor and the Common Stock issuable upon conversion thereof (collectively,
the "Stock") will be acquired for investment for such Investor's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that such Investor has no present intention of selling,
granting any participation in, or otherwise distributing the same. By executing
this Agreement, each Investor further represents that such Investor does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to any of the Stock.
(c) Reliance Upon Investor's Representations. It understands
-----------------------------------------
that the Series C Preferred Stock is not, and any Common Stock acquired on
conversion thereof at the time of issuance may not be, registered under the 1933
Act on the ground that the sale provided for in this Agreement and the issuance
of securities hereunder is exempt from registration under the 1933 Act pursuant
to section 4(2) thereof, and that the Company's reliance on such exemption is
predicated on the Investor's representations set forth herein. Each Investor
realizes that the basis for the exemption may not be present if, notwithstanding
such representations, such Investor has in mind merely acquiring shares of the
Stock for a fixed or determinable period in the future, or for a market rise, or
for sale if the market does not rise. Investor has no such intention.
(d) Receipt of Information. It believes it has received all the
-----------------------
information it considers necessary or appropriate for deciding whether to
purchase the Series C Preferred Stock. Each Investor further represents that it
has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Series C Preferred
Stock and the business, properties, prospects and financial condition of the
Company and to obtain additional information (to the extent the Company
possessed such information or could acquire it without unreasonable effort or
expense) necessary to verify the accuracy of any information furnished to it or
to which it had access. The foregoing, however, does not limit or modify the
representations and warranties of the Company in Section 2 of this Agreement or
the right of the Investors to rely thereon.
15
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 16
(e) Investment Experience. Each Investor is an investor in securities
----------------------
of companies in the development stage and acknowledges that it is able to fend
for itself, can bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in the Series C Preferred Stock. If other
than an individual, Investor also represents it has not been organized for the
purpose of acquiring the Series C Preferred Stock.
(f) Accredited Investor. Each Investor is an "accredited investor"
-------------------
within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
(g) Restricted Securities. It understands that the shares of Series C
----------------------
Preferred Stock it is purchasing are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from the
Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without
registration under the 1933 Act only in certain limited circumstances. In this
connection, each Investor represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations imposed thereby and
by the Act.
5.2 Covenants. Each Investor hereby covenants as follows:
----------
(a) Legends. To the extent applicable, each certificate or other
--------
document evidencing any of the Series C Preferred Stock or any Common Stock
issued upon conversion thereof shall be endorsed with the legends set forth
below, and each Investor covenants that, except to the extent such restrictions
are waived by the Company, such Investor shall not transfer the shares
represented by any such certificate without complying with the restrictions on
transfer described in the legends endorsed on such certificate:
(i) "The shares represented hereby have not been registered
under the Securities Act of 1933, as amended, and may not be sold, transferred,
assigned, pledged, or hypothecated absent an effective registration thereof
under such Act or compliance with Rule 144 promulgated under such Act, or unless
the Company has received an opinion of counsel, satisfactory to the Company and
its counsel, that such registration is not required."
16
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 17
(ii) Any legend required by the laws of the State of
California, including any legend required by the California Department of
Corporations or Sections 417 and 418 of the California Corporations Code.
(b) Further Limitations on Disposition. Without in any way
----------------------------------
limiting the representations set forth above, each Investor further agrees not
to make any disposition of all or any portion of the Series C Preferred Stock or
any Common Stock issuable upon the conversion thereof unless and until the
transferee has agreed in writing for the benefit of the Company to be bound by
this Section 3.2(b), provided and to the extent such section is then applicable,
the Investors' Rights Agreement, the Stockholders' Agreement and any applicable
Ancillary Agreements and:
(i) There is then in effect a Registration Statement under
the 1933 Act covering such proposed disposition and such disposition is made in
accordance with such Registration Statement; or
(ii) Such Investor shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and if
reasonably requested by the Company, such Investor shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the Act. It
is agreed that the Company will not require opinions of counsel for transactions
made pursuant to Rule 144 except in unusual circumstances.
Notwithstanding the provisions of paragraphs (i) and (ii) above, no such
registration statement or opinion of counsel shall be necessary for a transfer
by an Investor which is a partnership to a partner of such partnership or a
retired partner of such partnership who retires after the date hereof, or to the
estate of any such partner or retired partner or the transfer by gift, will or
intestate succession of any partner to his spouse or to the siblings, lineal
descendants or ancestors of such partner or his spouse, if the transferee agrees
in writing to be subject to the terms hereof to the same extent as if he were an
original Investor hereunder.
17
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 18
(c) Nothing in this Agreement prohibits a party from selling,
assigning, transferring or pledging shares of Series C Preferred Stock or Common
Stock to an affiliate of such party whether foreign, domestic or otherwise,
provided that Section 3.2(b) is satisfied.
6. California Commissioner of Corporations.
----------------------------------------
6.1 Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE
-------------------------
THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR
THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.
7. Conditions of Investor's Obligations at Closing. The obligations
-----------------------------------------------
of each Investor under Section 1.1(b) of this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions, the
waiver of which shall not be effective against any Investor who does not consent
in writing thereto:
7.1 Representations and Warranties. The representations and
------------------------------
warranties of the Company contained in Section 2 shall be true on and as of the
Closing with the same effect as though such representations and warranties had
been made on and as of the date of such Closing.
7.2 Performance. The Company shall have performed and complied with
------------
all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.
7.3 Compliance Certificate. The President of the Company shall
-----------------------
deliver to each Investor at the Closing a certificate certifying that the
conditions specified in Sections 5.1 and 5.2 have been fulfilled and stating
that there shall have been no adverse change in the business, affairs,
operations, properties, assets or condition of the Company since the date of its
Financial Statements.
18
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 19
7.4 Qualifications. All authorizations, approvals, or permits, if
---------------
if any, of any governmental authority or regulatory body of the United States or
of any state that are required in connection with the lawful issuance and sale
of the Stock pursuant to this Agreement shall be duly obtained and effective as
of the Closing.
7.5 Opinion of Company Counsel. Each Investor shall have received
---------------------------
from Xxxxxxxxx Xxxxx Morosoli & Maser LLP, counsel for the Company, an opinion,
dated the date of the Closing, substantially in the form attached hereto as
Exhibit E.
7.6 Investors' Rights Agreement. The Company and each Investor shall
----------------------------
have entered into the Amended and Restated Investors' Rights Agreement in the
form attached hereto as Exhibit B.
----------
7.7 Stockholders' Agreement. The Company, each Investor and
------------------------
two-thirds (2/3) in interest of the signatories to that certain Stockholders'
Agreement dated April 18, 1995, as amended February 20, 1996, shall have entered
into an Amendment No. 2 to Stockholders' Agreement in the form attached hereto
as Exhibit C.
----------
8. Conditions of the Company's Obligations at Closing. The obligations
---------------------------------------------------
of the Company to each Investor under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions by such
Investor:
8.1 Representations and Warranties. The representations and
------------------------------
warranties of the Investor contained in Section 3 shall be true on and as of the
Closing with the same effect as though such representations and warranties had
been made on and as of the Closing.
8.2 Payment of Purchase Price. Each Investor shall have delivered
--------------------------
the purchase price specified in Section 1.1(b).
8.3 Qualifications. All authorizations, approvals, or permits, if
---------------
any, of any governmental authority or regulatory body of the United States or of
any state that are required in connection with the lawful issuance and sale of
the Series C
19
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 20
Preferred Stock pursuant to this Agreement shall be duly obtained and effective
as of the Closing.
9. Miscellaneous.
--------------
9.1 Entire Agreement. This Agreement and the documents referred to
-----------------
herein constitute the entire agreement among the parties and no party shall be
liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.
9.2 Survival of Warranties. The warranties, representations and
----------------------
covenants of the Company and Investors contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing.
9.3 Successors and Assigns. Except as otherwise provided herein,
-----------------------
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
permitted transferees of any shares of Series C Preferred Stock sold hereunder
or any Common Stock issued upon conversion thereof). Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
9.4 Governing Law. This Agreement shall be governed by and construed
-------------
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within California
9.5 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.6 Titles and Subtitles. The titles and subtitles used in this
---------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
20
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 21
9.7 Notices. Unless otherwise provided, any notice required or
-------
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified by hand or
professional courier service or five (5) days after deposit with the United
States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified at the address indicated for such party on
the signature page hereof, or at such other address as such party may designate
by ten (10) days' advance written notice to the other parties.
9.8 Finder's Fee. Except as set forth in this Section 7.8, each
------------
party represents that it neither is nor will be obligated for any finder's fee
or commission in connection with this transaction. The Company has engaged
Xxxxxx Xxxxxxx & Co. Incorporated to provide advice and assistance in connection
with the private placement of the Series C Preferred Stock. Each Investor
severally and not jointly agrees to indemnify and to hold harmless the Company
from any liability for any commission or compensation in the nature of a
finder's fee (and the costs and expenses of defending against such liability or
asserted liability) for which the Investor or any of its officers, partners,
employees, or representatives is responsible. The Company agrees to indemnify
and hold harmless each Investor from any liability for any commission or
compensation in the nature of a finder's fee (and the costs and expenses of
defending against such liability or asserted liability) for which the Company or
any of its officers, employees or representatives is responsible.
9.9 Expenses. Irrespective of whether the Closing is effected,
---------
the Company shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery and performance of this Agreement.
9.10 Attorneys' Fees. If any action at law or in equity is necessary
---------------
to enforce or interpret the terms of this Agreement, the Investors' Rights
Agreement, the Stockholders' Agreement or the Restated Certificate, the
prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.
9.11 Amendments and Waivers. Any term of this Agreement may be
----------------------
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only
21
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 22
with the written consent of the Company and the holders of more than 50% of the
Common Stock (that has not been sold to the public) issued or issuable upon
conversion of the Series C Preferred Stock. Any amendment or waiver effected in
accordance with this Section shall be binding upon each holder of any securities
purchased under this Agreement at the time outstanding (including securities
into which such securities have been converted), each future holder of all such
securities, and the Company.
9.12 Severability. If one or more provisions of this Agreement are
-------------
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
9.13 Aggregation of Stock. All shares of the Series C Preferred Stock
---------------------
held or acquired by affiliated entities or persons shall be aggregated together
for the purpose of determining the availability of any rights under this
Agreement.
22
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 23
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
23
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 24
24
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 25
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COMPANY: VERISIGN, INC., a Delaware corporation
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------------
Xxxxxxxx Xxxxxxx, President
Address: 0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
INVESTORS: CISCO SYSTEMS, INC.
By: /s/ Cisco Systems, Inc.
-------------------------------------------
Name: ____________________________________
Title: ____________________________________
Address: 000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx X-0
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
MICROSOFT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Name: ____________________________________
Title: VP, Corporate Development; Treasurer
------------------------------------
Address: Xxx Xxxxxxxxx Xxx
Xxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxxx
-------------------------------
25
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 26
INVESTORS (CONTINUED) COMCAST INVESTMENT HOLDINGS, INC.
By: /s/ Xxxxxx X. Block
-------------------------------------------
Name: ____________________________________
Title: Vice President
------------------------------------
Address: 0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: General Counsel
VENTURE FUND I, LP
By: /s Xxxx Xxxxxxx
-------------------------------------------
Name: ____________________________________
Title: General Partner
------------------------------------
Address: c/o AT&T Ventures
0000 Xxxx Xxxx Xxxx, Xxxx. 0,
Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxx
INVESTORS (CONTINUED) INTUIT INC.
By: /s/ Xxxxx Xxxxxx
-------------------------------------------
Name: ____________________________________
Title: SVP/CEO
------------------------------------
26
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 27
Address: 0000 Xxxxxx Xxxxxx
P. O. Xxx 0000
Xxxxxxxx Xxxx, XX 00000-0000
Attn: General Counsel
REUTERS NEWMEDIA INC.
By: /s/ Reuters Newmedia
-------------------------------------------
Name: ____________________________________
Title: ____________________________________
Address: c/o Reuters America Holdings
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx, Legal Dept.
FIRST DATA CORPORATION
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxx
------------------------------------
Title: Executive Vice President - EFS
------------------------------------
Address: 000 Xxxxxx Xxx
------------------------------------
Xxxx Xxxx, XX 00000
------------------------------------
____________________________________
INVESTORS (CONTINUED) SOFTBANK VENTURES, INC.
By: /s/ Softbank Ventures
-------------------------------------------
Name: Yoshitaka Kitao
27
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 28
Title: President
Address: 00-0 Xxxxxxxxxx-Xxxxxxxxxxx
Xxxx-xx, Xxxxx 000
Xxxxx
XXXXXXX XXXXX GROUP, INC.
By: /s/ Xxxxxxx Xxxx
-------------------------------------------
Name: ____________________________________
Title: President
------------------------------------
Address: Xxxxxxx Xxxxx & Co., Inc.
World Financial Center
North Tower
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxxxx, EsQ.
INVESTORS (CONTINUED) AMERINDO TECHNOLOGY GROWTH FUND II
By: /s/ Xxxxxxx Xxxxx
-------------------------------------------
Name: ____________________________________
Title: Director
------------------------------------
Address: c/o Amerindo Investment Advisors
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
ATTRACTOR L.P.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------------
28
VeriSign, Inc. Series C
Preferred Stock Purchase Agreement
Page 29
Name: Xxxxxx Xxxxxxx
------------------------------------
Title: ____________________________________
Address: 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
CHANCELLOR LGT ASSET MANAGEMENT
By: /s/ Xxxx Xx Xxxxxx
-------------------------------------------
Name: ____________________________________
Title: Nominee Partner
------------------------------------
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxxx Xxxx
INVESTORS (CONTINUED) GEMPLUS
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Name: ____________________________________
Title: President and CEO
------------------------------------
Address: Xxxx X'Xxxxxxxxxx Xx Xxxxxxx
00000 Xxxxxxx
Xxxxxx
Attn: Xxxx Xxxxxx
29
SCHEDULE A
----------
Schedule of Investors
---------------------
Number Purchase
Name of Shares Price
---- --------- --------------
Cisco Systems, Inc. 812,500 $6,500,000.00
Microsoft Corporation 812,500 6,500,000.00
Venture Fund I, LP 250,000 2,000,000.00
COMCAST Investment Holdings, Inc. 250,000 2,000,000.00
First Data Corporation 250,000 2,000,000.00
Intuit Inc. 250,000 2,000,000.00
Reuters NewMedia Inc. 250,000 2,000,000.00
SOFTBANK Ventures, Inc. 250,000 2,000,000.00
Xxxxxxx Xxxxx & Co., Inc. 250,000 2,000,000.00
Amerindo Technology Growth Fund II 62,500 500,000.00
Attractor L.P. 62,500 500,000.00
Chancellor LGT Asset Management 62,500 500,000.00
--------- --------------
TOTAL: 3,562,500 $28,500,000.00
EXHIBIT D
---------
Schedule of Stockholders
------------------------
Series A Preferred Stockholders No. of Shares
------------------------------- -------------
Ameritech Development Corporation 425,000
Bessemer Venture Partners DCI 850,000
First TZMM Investment Partnership 23,550
Xxxxxxx Security Corporation 425,000
GC&H Investments 33,333
Intel Corporation 850,000
Mitsubishi Corporation 425,000
Security Dynamics Technologies, Inc. 425,000
Visa International Service Association 850,000
---------
TOTAL: 4,306,883
Series B Preferred Stockholders No. of Shares
------------------------------- -------------
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VII 1,153,207
KPCB VII Founders Fund 125,947
KPCB Information Science Zaibatsu Fund III 32,799
Bessemer Venture Partners DCI 187,819
Mitsubishi Corporation 72,026
Security Dynamics Technologies, Inc. 72,026
Intel Corporation 144,052
Ameritech Development Corporation 72,026
GC&H Investments 5,589
Visa International Service Association 144,052
Xxxxxxx Security Corporation L.L.C. 72,026
First TZMM Investment Partnership 17,554
---------
TOTAL: 2,099,123
Common Stockholders No. of Shares
------------------- -------------
The Xxxxxxx X. Xxxxx 1996 Trust 10,000
Xxxxxxx Xxxxxxxxx 55,000
Xxxxxxx Xxxx 125,000
Bessemer Venture Partners DCI 258,333
D. Xxxxx Xxxxxx 125,000
Xxxxxxx Xxxxxxxxx 2,000
Xxxxx Xxxx 140,000
Xxxxxx Xxxxxxxx 2,000
Xxxx X. Evan 135,000
Xxxx X. Xxxxxx 1,000
Xxxx Enterprises, LLC 500
Interim Services, Inc. 2,500
The Xxx X. Xxxxxxxxx 1996 Trust 5,000
Kairdos L.L.C. 100,000
Xxxxx X. Xxxxxx 12,000
Xxxx Xxxxxxxxx 1,000
Xxxxx Xxxxxxxx 6,000
Xxxx XxXxxxx 1,000
Ram X. Xxxxxxxxx 625
The Xxxxxxx X. Xxxxx 1996 Trust 10,000
Xxxxx Xxxx 6,250
Xxxxxx Xxxxxx 125,000
RSA Data Security, Inc. 4,000,000
Xxx Xxxxxxxxx 142,000
Xxxxxxxx Xxxxxxx 616,000
The Xxxxxx Xxxxxxxxx 1996 Trust 5,000
TZM Investment Fund 50,000
Xxxxxxx Xxxxxxxxx 290,000
Xxxxxx Xxxxxx 125,000
---------
TOTAL: 6,351,208
