STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of August 11, 2000 by and
between ION NETWORKS, INC., a Delaware corporation having its principal offices
at 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Company"), and
each of the parties set forth on the schedule (the "Schedule") attached hereto
(collectively, the "Buyers").
W I T N E S S E T H:
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WHEREAS, the Company desires to issue and sell to the Buyers
shares of common stock, par value $.001 per share, of the Company (the "Common
Stock"); and
WHEREAS, the Buyers desire to purchase Two Million Eight
Hundred Fifty Seven Thousand One Hunderd and Fourty Two (2,857,142) shares of
Common Stock (the "Shares") in accordance with the allocation set forth in the
Schedule.
NOW THEREFORE, in consideration of the promises and mutual
covenants, agreements, representations and warranties herein contained, the
parties hereto agree as follows:
1. Sale and Purchase of Shares. Subject to the terms and conditions of this
Agreement, the Company hereby sells, assigns, transfers and delivers to the
Buyers, and each of the Buyers hereby purchases from the Company, for and in
consideration of the Purchase Price (as hereinafter defined), the Shares in
accordance with the allocation set forth on the Schedule. The obligation of each
Buyer is limited to the obligation to purchase the number of shares set forth
next to such Buyer's name on the Schedule.
2. Purchase Price and Payment.
2.1. Subject to the terms and conditions of this Agreement, the
purchase price to be paid by the Buyers to the Company for and in consideration
of the sale to the Buyers of the Shares is an amount equal to $5,000,000 (the
"Purchase Price").
2.2. The Purchase Price shall be paid by the Buyers to the Company at
the Closing (as hereinafter defined) by wire transfer of immediately available
funds to an account designated by the Company to the Buyers.
3. Closing.
3.1. The sale and purchase of the Shares shall take place at the
offices of the Company within five (5) business days from the date hereof or on
such other date or at such other location as the parties hereto shall mutually
agree upon (hereinafter referred to as the "Closing" or the "Closing Date").
3.2. At the Closing, the Company shall:
(a) sell, transfer, assign and deliver to the Buyers the Shares;
(b) deliver to each of Xxxxxxx Capital Group LLC (as representative of
each of the Buyers for whom it holds power of attorney), Mr. David Greenhouse
(as representative of each of the Special Situation Funds listed in the
Schedule) (together with Xxxxxxx Capital Group LLC, the "Representatives"), and
21st Century Digital Industries Fund, L.P. ("21st Century") (i) copies of the
certificate of incorporation, as amended, and the by-laws of the Company, each
as certified by a duly authorized officer of the Company, (ii) resolutions or
minutes of the board of directors of the Company authorizing this Agreement and
the transactions contemplated hereby, as certified by a duly authorized officer
of the Company, (iii) a certificate of good standing of the Company from the
Secretary of State of the State of Delaware bearing a recent date thereof and
(iv) certificates representing the Shares in the respective names of the Buyers
(or their respective nominees as indicated on the Schedule) and (v) a
certificate of the Company executed by a duly authorized officer of the Company,
dated as of the Closing Date, certifying that the representations and warranties
made by the Company in Section 6 hereof are true and correct as of the Closing
Date, and (vi) an opinion of Xxxxxx Xxxxxx LLP, counsel to the Company,
addressed to the Buyers with respect to the valid existence and good standing of
the Company, the due authorization, execution and delivery of this Agreement and
the issuance and sale of the Shares, and that the Shares, upon issuance and sale
to the Buyers, are duly authorized, validly issued, fully paid and
nonassessable.
4. Registration of Shares.
4.1. The Company shall use its best efforts to (i) file a registration
statement (the "Registration Statement"), within sixty (60) days of the Closing
Date, on Form S-3 or other applicable form, registering for resale the Shares
and (ii) cause the Registration Statement to be declared effective under the
Securities Act of 1933, as amended (the "Act") as soon thereafter as reasonably
practicable. The Company promptly shall provide Buyers with such copies of the
final Prospectus contained in the Registration Statement after it becomes
effective as they shall reasonably request. In addition, the Company shall (a)
use its best efforts to keep the Registration Statement effective for a period
ending on the earlier of (x) two (2) years from its effective date or (y) when
all such Shares can be sold without limitation or delay under Rule 144 and (b)
file all reports and forms required to be filed by it under the Securities
Exchange Act of 1934, as amended ("Reports") on a timely basis so long as Buyers
own any Shares and shall provide the Representatives and 21st Century copies
thereof when filed.
4.2. Notwithstanding anything contained herein to the contrary, the
Company shall be entitled to postpone the filing of the Registration Statement
otherwise required to be prepared and filed by it in accordance with Section 4.1
or, in the event the Registration Statement has been declared effective, without
suspending such effectiveness, instruct the Buyers promptly in writing (or any
subsequent holders thereof) not to sell or distribute any Shares (a "Delay") as
long as the reason for non-disclosure continues, if the Company would be
required to disclose in
the Registration Statement the existence of any fact relating to a material
business situation, transaction or negotiation, or would be required to disclose
information that the Company has not otherwise made public, in each case, that
the Company reasonably determines is in the best interests of the Company not to
disclose at such time, and unless and until the holders furnish to the Company
in writing information that may be required to prepare the disclosure required
by Items 507 and 508 of Regulation S-B promulgated under the Act, with respect
to such Buyer's Shares being sold under the Registration Statement provided
that, with respect to Delays because of information related to the Company
(rather than disclosure required to be provided by the holders), the Company
shall only be entitled to a maximum of three (3) Delays, each Delay not to
exceed a period of thirty (30) days; and further provided, that no period of
Delay shall commence within 60 days of a previous Delay.
4.3. Each of the Buyers shall (i) reasonably cooperate with the Company
in connection with the preparation and filing of the Registration Statement and
execute and deliver any agreements or instruments reasonably requested by the
Company or its counsel in connection therewith and (ii) upon discovery that, or
upon the happening of any event as a result of which, the Registration Statement
(or any prospectus included therein), as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, in
the light of the circumstances under which they were made (as determined by the
Company or its counsel in its sole discretion), forthwith discontinue its
disposition of Shares pursuant to the Registration Statement, until such time as
the Buyers (or any holders) have received a supplemented or amended prospectus
from the Company relating thereto. The Company agrees to use its best efforts to
prepare any necessary amendments or supplements to the Registration Statement as
soon as reasonably practicable after the same becomes necessary and to provide
to the Representatives and/or Buyers quantities of such amendments or
supplements reasonably sufficient for the distribution thereof.
4.4. The Company shall indemnify and hold harmless each of the Buyers,
the Representatives and their respective officers, directors, employees,
members, agents, affiliates and control persons (each of the foregoing, a "Buyer
Indemnitee") who is or may be a party or is or may be threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of or arising
from any actual or alleged misrepresentation or misstatement of facts or
omission to represent or state any fact or omission to state a fact necessary to
make the facts stated under the circumstances not materially misleading, in the
Registration Statement or any amendment or supplement thereto or to the
prospectus incorporated therein from and against any claim, losses, liabilities,
costs and expenses (including attorney's fees, judgments, fines and amounts paid
in settlement) ("Loss") actually and reasonably incurred by any such Buyer
Indemnitee in connection with such claim, action, suit or proceeding or the
defense thereof, except to the extent such Loss is the direct result of a
misstatement or omission for which such Buyer Indemnitee is liable to the
Company under Section 5.10; provided, however, that the indemnification
contained in this Section 4.4 with respect to any preliminary prospectus shall
not inure to the benefit of any Buyer Indemnitee
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on account of any such Loss arising from the sale of the Shares by such Buyer
Indemnitee to any person if a copy of the definitive prospectus shall not have
been delivered or sent to such person within the time required by the Act and
the regulations thereunder, and an untrue statement or alleged untrue statement
or omission or alleged omission of a material fact contained in such preliminary
prospectus was corrected in the definitive prospectus.
5. Representations and Warranties of the Buyers. Each of the Buyers
represents, warrants and covenants to the Company as to himself, herself or
itself, as follows:
5.1. The decision to purchase the Shares and the execution and delivery
of this Agreement by each of the Buyers, the performance by the Buyers of their
respective obligations hereunder and the consummation by the Buyers of the
transactions contemplated hereby have been duly authorized and no other
proceedings on the part of the Buyers are necessary. The person(s) executing
this Agreement on behalf of the Buyers have all right, power and authority to
execute and deliver this Agreement on behalf of the Buyers. This Agreement has
been duly executed and delivered by the Buyers and, assuming the due
authorization, execution and delivery hereof by the Company, will constitute the
legal, valid and binding obligations of each of the Buyers, enforceable against
each of the Buyers in accordance with its terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the rights of creditors generally and the
availability of equitable remedies.
5.2. The execution and delivery of this Agreement and the agreements
and documents contemplated hereby by the Buyers and the consummation of the
transactions contemplated hereby do not and will not (a) with or without the
giving of notice or the passage of time or both, violate, conflict with, result
in the breach or termination of, constitute a default under, or result in the
right to accelerate or loss of rights under or the creation of any lien,
encumbrance or charge upon any assets or property of any of the Buyers, pursuant
to the terms or provisions of any contract, agreement, commitment, indenture,
mortgage, deed of trust, pledge, security agreement, note, lease, license,
covenant, understanding or other instrument or obligation to which any of the
Buyers is a party or by which any of the Buyers' properties or assets may be
bound or affected, or (b) violate any order, writ, injunction, judgment or
decree of any court, administrative agency or governmental body binding upon any
of the Buyers.
5.3. Each of the Buyers is aware of what constitutes an Accredited
Investor as that term is defined under Regulation D promulgated under the Act
(an "Accredited Investor"), and under the laws, if any, of each state governing
the Buyers, and each of the Buyers is an Accredited Investor for purposes of
Regulation D and the laws, if any, of the state governing the Buyers. Each of
the Buyers is able to bear the economic risks of this investment and,
consequently, without limiting the generality of the foregoing, is able to hold
the Shares for an indefinite period of time and has a sufficient net worth to
sustain a loss of its entire investment in the Company in the event such loss
should occur.
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5.4. Each of the Buyers acknowledges that it is a sophisticated
investor, has such knowledge and experience in financial and business matters in
general and, when applicable, through its investment adviser or the
Representatives, has full familiarity with the current business and future
business prospects of the Company and the financial and other affairs of the
Company and acknowledges that it has had access to and has received sufficient
written and oral information about the Company, including any and all such
information requested by the Buyers and including copies of all of the publicly
available information prepared by the Company in order to make an informed
decision as to the acquisition of the Shares by the Buyers, including without
limitation, the Annual Report of the Company on Form 10-KSB for the fiscal year
ended March 31, 2000. In addition, each of the Buyers acknowledges that it has
had access to the officers, directors and employees of the Company to discuss
the business, affairs and prospects of the Company and has had the opportunity
to obtain additional information necessary to evaluate the merits and the risks
of engaging in the transactions contemplated by this Agreement. Each of the
Buyers, either alone or, when applicable, through its investment adviser or the
Representatives, has reached an independent decision with respect to the
advisability of the sale of the Shares and, in arriving at its decision, has
considered both the value of the Shares as well as the present condition and
future prospects of the Company.
5.5. Each of the Buyers is acquiring the Shares for its own account for
investment and not with a view to or for resale in connection with any
distribution of the Shares. It has not offered or sold any portion of the Shares
and has no present intention of dividing the Shares with others or of selling,
distributing or otherwise disposing of any portion of the Shares either
currently or after the passage of a fixed or determinable period of time or upon
the occurrence or non-occurrence of any predetermined event or circumstance.
5.6. Each of the Buyers understands that the sale of the Shares has not
been registered under the Act in reliance upon an exemption therefrom for
non-public or limited offerings. Each of the Buyers understands that the Shares
must be held indefinitely unless the sale or other transfer thereof is
subsequently registered under the Act or an exemption from such registration is
available at that time.
5.7. No Buyer (i) is a "broker-dealer" or an "affiliate" of a
broker-dealer as such terms are defined under the Act or (ii) is acting in
concert with any other Buyer in connection with the transactions contemplated
hereby.
5.8. Any obligation or liability for taxes (state, federal or
otherwise) incurred by any of the Buyers in connection with this Agreement or
the transactions contemplated hereby shall be the responsibility of and be paid
for by the Buyers.
5.9. Each of the Buyers acknowledges that it has been advised to
consult with its own attorney regarding legal matters concerning the Company and
to consult with its tax advisor regarding the tax consequences of acquiring the
Shares.
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5.10. Each of the Buyers agrees to indemnify and hold harmless the
Company and each officer, director, employee, agent or control person of the
Company, who is or may be a party or is or may be threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to the extent by reason of or
arising from any misrepresentation or misstatement of material facts or omission
to state material facts necessary to make the facts stated, under the
circumstances, not materially misleading, made or omitted by such Buyer to the
Company in a writing provided to the Company expressly for the purpose of
inclusion in the Registration Statement or any amendment thereto, against
losses, liabilities and expenses for which the Company, or any officer, director
or control person of the Company has not otherwise been reimbursed (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred by the Company or such officer, director or control person
in connection with such action, suit or proceeding.
5.11. The power of attorney executed and delivered to Xxxxxxx Capital
Group LLC by each of the Buyers it represents, a copy of which powers of
attorney have been provided to the Company, is in full force and effect.
5.12. None of the Buyers has employed any broker or incurred any
liability for any brokerage fees in connection with the transactions
contemplated hereby.
5.13. Certificates for the Shares shall contain a restrictive legend
substantially in the following form:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE
DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION REQUIREMENTS.
6. Representations and Warranties of the Company. The Company
represents and warrants to each of the Buyers as follows:
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6.1. The Company has the authority to execute and deliver this
Agreement and perform all of its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement and the agreements and
documents contemplated hereby are valid and legally binding obligations of the
Company, enforceable against it in accordance with their respective terms,
except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of
creditors generally and the availability of equitable remedies
6.2. The execution and delivery of this Agreement and the agreements
and documents contemplated hereby by the Company and the consummation of the
transactions contemplated hereby do not and will not (a) with or without the
giving of notice or the passage of time or both, violate, conflict with, result
in the breach or termination of, constitute a default under, or result in the
right to accelerate or loss of rights under or the creation of any lien,
encumbrance or charge upon any assets or property of the Company, pursuant to
the terms or provisions of any contract, agreement, commitment, indenture,
mortgage, deed of trust, pledge, security agreement, note, lease, license,
covenant, understanding or other instrument or obligation to which the Company
is a party or by which the Company's properties or assets may be bound or
affected, or (b) violate any order, writ, injunction, judgment or decree of any
court, administrative agency or governmental body binding upon the Company.
6.3. The Shares, when issued and delivered to the Buyers in accordance
with the terms of this Agreement, shall be duly authorized, validly issued,
fully-paid and nonassessable.
6.4. The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock and 1,000,000 shares of preferred stock, par value $.001
per share ("Preferred Stock"). As of the date hereof, 15,198,416 shares of
Common Stock and no shares of Preferred Stock were issued and outstanding. No
shares of the Company's capital stock will be issued from the date hereof and
until the Closing Date, except for shares issued pursuant to the exercise of
options or warrants outstanding as of the date hereof, and the shares being
issued pursuant to this agreement. The Company has not granted or issued any
rights, options or warrants to acquire, or securities convertible into or
exchangeable for any Common Stock or other capital stock of the Company or
rights or agreements with respect to any thereof (all of the foregoing,
collectively, the "Rights"), except for those Rights disclosed in the annual
report on Form 10-KSB/A filed by the Company for the fiscal year ended March 31,
2000, and except for certain preemptive rights granted to certain investors
pursuant to that certain Stock Purchase Agreement, dated May 10, 1993, between
the Company and the investors identified therein.
6.5. The Company has timely filed all Reports within the last two (2)
years, and to the Company's knowledge, all such Reports (i) were prepared
substantially in accordance with the Act and the rules and regulations
thereunder and (ii) did not, at the time they were filed, contain any untrue
statement of a material fact or omit to state a material fact required to be
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stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
6.6. Each of the Company's audited financial statements for the last
two (2) fiscal years (including any notes thereto) and all unaudited financial
statements delivered to the Buyers or the Representatives were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout such periods and fairly present the financial position of the
Company on the dates and for the periods referred to therein.
6.7. The Company presently intends to utilize the proceeds from the
sale of the Shares contemplated by this Agreement for general corporate and
working capital purposes.
6.8. No sales of Common Stock or other securities by the Company within
the last six (6) months would require integration under the Act and Regulation D
promulgated thereunder or would materially adversely affect the sale of the
Shares or the timely effectiveness of the Registration Statement referred in
Section 4.1.
7. Survival of Representations, Warranties, Covenants and Agreements.
The parties covenant and agree that their respective representations,
warranties, covenants and agreements contained in this Agreement shall survive
the execution and delivery of this Agreement.
8. Notices. All notices and other communications which are required or
may be given under this Agreement shall be in writing and shall be deemed to
have been duly given if delivered in person or sent by registered or certified
mail, return receipt requested, postage prepaid, or delivered via facsimile to
the parties hereto at the following addresses:
If to the Company: Ion Networks, Inc.
0000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxx
Facsimile No.: (000) 000-0000
If to the Buyers: c/o Zesiger Capital Group LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx Xxxxxxx
Facsimile No.: (000) 000-0000
c/o Special Situations Private Equity Fund, L.P.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. David Greenhouse
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Facsimile No .: (000) 000-0000
c/o 21st Century Digital Industries Fund, L.P.
000 Xxxxx Xxxx Xxxxx Xxxx
Xxxxx, Xxx Xxxxxx 00000
Attention: Mr. Xxxxxxx Xxxxxxx
Facsimile No.: (000) 000-0000
or to such other address as any party hereto shall have specified by notice in
writing to the other party hereto. All such notices and communications shall be
deemed to have been received on the date of delivery thereof or the fifth
business day after the mailing thereof.
9. Expenses. Each of the parties hereto shall pay the fees and expenses
of its counsel, accountants and other experts and all other expenses incurred by
such party incident to the negotiation, preparation and execution of this
Agreement.
10. Miscellaneous.
10.1. Partial Invalidity. If it is found in a final judgment of a court
of competent jurisdiction (not subject to a further appeal) that any term or
provision of this Agreement is invalid or unenforceable, (a) the remaining terms
and provisions of this Agreement shall be unimpaired and shall remain in full
force and effect and (b) the invalid or unenforceable provision or term of this
Agreement shall be enforced to the greatest extent enforceable.
10.2. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. This Agreement may be
executed via facsimile.
10.3. Successors and Assigns. The benefits of this Agreement shall
inure to the parties hereto, their respective successors and assigns and to the
indemnified parties hereunder and their successors and representatives, and the
obligations and liabilities assumed in this Agreement by the parties hereto
shall be binding upon their respective successors and assigns.
10.4. Governing Law. This Agreement and the legal relations between the
parties hereto shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York without giving effect to principles of
conflicts or choice of law thereof.
10.5. Headings. Headings of the Sections in this Agreement are for
reference purposes only and shall not be deemed to have any substantive effect.
10.6. Entire Agreement; Amendments. This Agreement and any documents
contemplated hereby contain, and are intended as, a complete statement of all
the terms of the arrangements between the parties with respect to the matters
provided for, and supersede any and
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all prior agreements, arrangements and understandings between the parties with
respect to the matters provided for herein. No alteration, waiver, amendment,
change or supplement hereto shall be binding or effective unless the same is set
forth in writing, signed by the parties hereto or a duly authorized
representative thereof.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the day and year first above written.
ION NETWORKS, INC.
By:/s/ Xxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
CITY OF MILFORD PENSION & RETIREMENT FUND,
NFIB CORPORATE ACCOUNT, NORWALK EMPLOYEES'
PENSION PLAN, PUBLIC EMPLOYEE RETIREMENT
SYSTEM OF IDAHO, CITY OF STAMFORD FIREMEN'S
PENSION FUND, THE XXXXXXX XXXXXX FOUNDATION,
XXXX XXXXXX FOUNDATION, ROANOKE COLLEGE,
XXXXXX FAMILY LLC, XXXXX XXXXXXX, THE XXXXXX
XXXXXXXX FAMILY TRUST, XXXX XXX X. XXXXXXXX
TRUST FOR SELF, HBL CHARITABLE UNITRUST,
XXXXXX XXXXXXXX, XXXXXX X. XXXXXXX, XXXXX
XXXXXX, XXXX X. XXXXXXXX, XXXXXX CAPITAL,
LLC, XXXXXXX X. AND XXXXXX X. XXXXXX
FOUNDATION, INC., XXXXXXX X. XXXXX, XXXXXX
TRUST CO. OF THE BAHAMAS LTD. AS TRUSTEE
U/A/D 11/30/93, XXXXX XXXX XXXXXXX, XXXXXXX
X. XXXXX, XXXXX FAMILY LLC, XXXXXX & XXXXX
XXXXXXX JTWROS, XXXXXX X. XXXXXXX, XXXXXX
XXXXXX XXXXXXX, XXXXXXX INVESTMENT PARTNERS
LP
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By: Xxxxxxx Capital Group LLC
as agent and attorney-in-fact for each
of the foregoing persons.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Principal
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By: /s/
----------------------------------------
Name:
Title:
SPECIAL SITUATIONS FUND III, L.P.
By: /s/
----------------------------------------
Name:
Title:
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/
----------------------------------------
Name:
Title:
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SPECIAL SITUATIONS TECHNOLOGY FUND, L.P.
By: /s/
----------------------------------------
Name:
Title:
21st CENTURY DIGITAL INDUSTRIES FUND, L.P.
By: /s/
----------------------------------------
Name:
Title:
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