EXHIBIT 99.3
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EXECUTION COPY
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NOTE EXCHANGE AGREEMENT
BY AND AMONG
CRITICAL PATH, INC.
AND
THE PERSONS NAMED ON SCHEDULE I HERETO
DATED AS OF December 5, 2007
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TABLE OF CONTENTS
PAGE
ARTICLE I EXCHANGE OF NOTES FOR COMMON STOCK................................2
Section 1.1 Exchange of the Notes; Cancellation of the
Series F Warrants............................................2
Section 1.2 Closing......................................................2
Section 1.3 No Transfer..................................................2
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................2
Section 2.1 Corporate Existence and Power................................3
Section 2.2 Authorization, No Conflicts..................................3
Section 2.3 Binding Effect...............................................3
Section 2.4 Approvals and Consents.......................................3
Section 2.5 Issuance of Exchanged Shares.................................3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE EXCHANGING NOTEHOLDERS......4
Section 3.1 Existence and Power..........................................4
Section 3.2 Authorization, No Conflicts..................................4
Section 3.3 Binding Effect...............................................4
Section 3.4 Approvals and Consents.......................................4
Section 3.5 Status of Exchanging Noteholder..............................4
Section 3.6 Purchase for Own Account.....................................5
Section 3.7 Title to Notes...............................................5
Section 3.8 Pre-existing Relationship....................................5
Section 3.9 No Advertising...............................................5
ARTICLE IV CONDITIONS TO THE OBLIGATION OF THE PARTIES TO CLOSE..............5
Section 4.1 Conditions to the Obligations of the Exchanging
Noteholders to Close.........................................5
Section 4.2 Conditions to the Obligations of the Company to Close........6
ARTICLE V TERMINATION.......................................................6
Section 5.1 Termination..................................................6
Section 5.2 Effect of Termination........................................7
ARTICLE VI MISCELLANEOUS.....................................................7
Section 6.1 Survival of Representations and Warranties...................7
Section 6.2 Notices......................................................7
Section 6.3 Successors and Assigns; Third Party Beneficiaries............7
Section 6.4 Amendment and Waiver.........................................8
Section 6.5 Counterparts.................................................8
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Section 6.6 Headings.....................................................8
Section 6.7 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.8
Section 6.8 Severability.................................................9
Section 6.9 Specific Performance.........................................9
Section 6.10 Rules of Construction........................................9
Section 6.11 Entire Agreement.............................................9
Section 6.12 Further Assurances...........................................9
SCHEDULES
Schedule I Exchanging Noteholders
ii
NOTE EXCHANGE AGREEMENT
THIS NOTE EXCHANGE AGREEMENT, dated December 5, 2007 (this "AGREEMENT"),
among Critical Path, Inc., a California corporation (the "COMPANY") and the
persons set forth on SCHEDULE I attached hereto (each, an "EXCHANGING
NOTEHOLDER" and together, the "EXCHANGING NOTEHOLDERS").
WHEREAS, each Exchanging Noteholder owns the 13.9% Senior Notes having the
aggregate principal amount set forth opposite the name of such Exchanging
Noteholder on SCHEDULE I hereto (the "NOTES") of the Company;
WHEREAS, the Company has entered into that certain Agreement and Plan of
Merger, dated as of the date hereof (the "MERGER AGREEMENT") with CP Holdco,
LLC, a Delaware limited liability company ("PARENT") and CP Merger Co., a
California corporation and a wholly owned subsidiary of Parent;
WHEREAS, in connection with the Merger Agreement, the Company has proposed
to effect, subject to the Company Shareholder Approval (as defined in the
Merger Agreement), that certain Amended and Restated Articles of Incorporation
(the "RESTATED ARTICLES");
WHEREAS, subject to the satisfaction or waiver of the conditions set forth
herein, the Exchanging Noteholders wish to exchange, immediately after the
conversion (the "CONVERSION COMPLETION") of all then outstanding shares of
Series D Cumulative Redeemable Convertible Preferred Stock, par value $0.001
per share, of the Company (the "SERIES D PREFERRED STOCK") and Series E
Redeemable Convertible Preferred Stock, par value $0.001 per share, of the
Company (the "SERIES E PREFERRED STOCK") into shares of common stock of the
surviving corporation of the merger contemplated by the Merger Agreement, par
value $0.001 per share (the "COMMON STOCK"), and the Company wishes to accept,
all of the then outstanding Notes for shares of Common Stock, at a per share
price equal to $0.102 (subject to adjustment for stock splits, combinations,
recapitalizations and similar antidilution events), and
WHEREAS, the Company proposes, in connection and simultaneously with the
exchange of the Notes pursuant to the terms hereof, to cancel all outstanding
warrants to purchase shares of Series F Redeemable Convertible Preferred Stock
of the Company, par value $0.001 per share (the "SERIES F WARRANTS").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
EXCHANGE OF NOTES FOR COMMON STOCK
Section 1.1 EXCHANGE OF THE NOTES; CANCELLATION OF THE SERIES F WARRANTS.
Subject to the terms and conditions herein set forth, each Exchanging
Noteholder hereby agrees, severally and not jointly, to exchange its Notes on
the Closing Date (as defined below) for, and the Company hereby agrees to
accept such Notes for cancellation and issue to such Exchanging Noteholder on
the Closing Date, the aggregate number of shares of Common Stock equal to a
fraction, the numerator of which is the outstanding principal amount of such
Notes, together with all interest accrued thereon up to and including the
Closing Date, and the denominator of which is $0.102 (subject to adjustment for
stock splits, combinations, recapitalizations and similar anti-dilution events
with respect to the Common Stock). The shares of Common Stock to be issued by
the Company in exchange for all of the Notes are hereinafter referred to as the
"EXCHANGED SHARES". Upon the surrender of the Notes in exchange for the
Exchanged Shares, all then outstanding principal amount of such Notes, together
with all interest accrued thereon up to and including the Closing Date shall be
deemed satisfied and such Notes shall be forthwith cancelled. Subject to the
terms and conditions herein set forth, each Exchanging Noteholder hereby
further agrees, severally and not jointly, that the Series F Warrants held by
such Exchanging Noteholders shall be cancelled at the Effective Time (as
defined in the Merger Agreement) pursuant to Section 1.09 of the Merger
Agreement.
Section 1.2 CLOSING. Subject to the satisfaction or waiver of the
conditions set forth in Article IV herein, the closing of the exchange of the
Notes and issuance of the Exchanged Shares (the "CLOSING") shall take place at
the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP at 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 immediately after the Conversion
Completion (the date upon which the Closing occurs, the "CLOSING DATE"). At the
Closing, the Company shall deliver to each Exchanging Noteholder a certificate
or certificates in definitive form and registered in the name of each such
Exchanging Noteholder, representing his or its Exchanged Shares against
delivery by such Exchanging Noteholder to the Company, for cancellation, of the
Notes held by such Exchanging Noteholder.
Section 1.3 NO TRANSFER. Prior to the earlier of the Closing and
termination of this Agreement pursuant to Section 5.1, except with the prior
written consent of the Company, no Exchanging Noteholder shall sell, give,
assign, hypothecate, pledge, encumber, grant a security interest in or
otherwise dispose of (whether by operation of law or otherwise) any of its
Notes.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to each of the Exchanging Noteholders
as follows:
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Section 2.1 CORPORATE EXISTENCE AND POWER. The Company (a) is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and (b) has the corporate power
and authority to execute, deliver and perform its obligations under this
Agreement.
Section 2.2 AUTHORIZATION, NO CONFLICTS. The execution, delivery and
performance by the Company of this Agreement and the transactions contemplated
hereby (a) have been duly authorized by all necessary corporate action of the
Company; (b) do not violate or conflict with the terms of its articles of
incorporation or by-laws; (c) do not violate, conflict with or result in any
breach, default or contravention of (or with due notice or lapse of time or
both would result in any breach, default or contravention of), or the creation
of any lien under, any contractual obligation of the Company or any requirement
of law applicable to the Company; and (d) do not violate any judgment,
injunction, writ, award, decree or order of any nature of any governmental
authority against, or binding upon, the Company.
Section 2.3 BINDING EFFECT. This Agreement has been duly executed and
delivered by the Company, and constitutes the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
Section 2.4 APPROVALS AND CONSENTS. No approval, consent, compliance,
exemption, authorization or other action by, or notice to, or registration,
declaration or filing with, any governmental authority or any other person or
entity, and no lapse of a waiting period under a requirement of law, is
necessary or required in connection with the execution, delivery or performance
(including, without limitation, the issuance and delivery of the Exchanged
Shares) by, or enforcement against, the Company of this Agreement or the
consummation of the transactions contemplated hereby.
Section 2.5 ISSUANCE OF EXCHANGED SHARES. The Exchanged Shares to be
issued to each Exchanging Noteholder under this Agreement will be duly and
validly issued, fully paid and nonassessable, free and clear of any transfer
restrictions or liens (other than as provided by applicable law), and not
subject to any preemptive rights, rights of first refusal or other similar
rights. All of the Exchanged Shares will be, on the Closing Date, duly
authorized, validly issued, fully paid and non-assessable, and will be issued
in compliance with the registration and qualification requirements of all
applicable federal, state and foreign securities laws. The Notes set forth on
SCHEDULE I are all of the issued and outstanding Notes and there are no
options, warrants, conversion privileges, purchase or other rights outstanding
to purchase or acquire any Notes from the Company.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE EXCHANGING NOTEHOLDERS
Each Exchanging Noteholder represents and warrants, severally and not
jointly, to the Company as follows:
Section 3.1 EXISTENCE AND POWER. Such Exchanging Noteholder (a) is an
entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and (b) has the capacity or power and
authority to execute, deliver and perform its obligations under this Agreement.
Section 3.2 AUTHORIZATION, NO CONFLICTS. The execution, delivery and
performance by such Exchanging Noteholder of this Agreement and the
transactions contemplated hereby (a) have been duly authorized by all necessary
action of such Exchanging Noteholder; (b) do not violate or conflict with the
terms of its organizational or governing documents; (c) do not violate,
conflict with or result in any breach, default or contravention of (or with due
notice or lapse of time or both would result in any breach, default or
contravention of), or the creation of any lien under, any contractual
obligation of such Exchanging Noteholder or any requirement of law applicable
to such Exchanging Noteholder; and (d) do not violate any judgment, injunction,
writ, award, decree or order of any nature of any governmental authority
against, or binding upon, such Exchanging Noteholder.
Section 3.3 BINDING EFFECT. This Agreement has been duly executed and
delivered by such Exchanging Noteholder, and constitutes the legal, valid and
binding obligations of such Exchanging Noteholder, enforceable against such
Exchanging Noteholder in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity relating to
enforceability (regardless of whether considered in a proceeding at law or in
equity).
Section 3.4 APPROVALS AND CONSENTS. No approval, consent, compliance,
exemption, authorization or other action by, or notice to, or registration,
declaration or filing with, any governmental authority or any other person or
entity, and no lapse of a waiting period under a requirement of law, is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, such Exchanging Noteholder of this Agreement or the
consummation of the transactions contemplated hereby.
Section 3.5 STATUS OF EXCHANGING NOTEHOLDER. Such Exchanging Noteholder is
an "accredited investor" as defined in Rule 501(a) under the Securities Act of
1933, as amended (the "SECURITIES ACT").
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Section 3.6 PURCHASE FOR OWN ACCOUNT. The Exchanged Shares to be acquired
by such Exchanging Noteholder pursuant to this Agreement are being or will be
acquired for its own account and with no intention of distributing or reselling
such Exchanged Shares or any part thereof. If such Exchanging Noteholder should
in the future decide to dispose of any such Exchanged Shares, such Exchanging
Noteholder understands and agrees that it may do so only in compliance with the
Securities Act and applicable state securities laws, as then in effect. Such
Exchanging Noteholder agrees to the imprinting, so long as required by law, of
a legend on certificates representing all of its Exchanged Shares to the
following effect:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF
AMERICA. THE SHARES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
Section 3.7 TITLE TO NOTES. Such Exchanging Noteholder is the true and
lawful owner of its Notes having the aggregate principal amount set forth
opposite its name on SCHEDULE I and such Notes are free and clear of all liens,
restrictions, charges, adverse claims and other encumbrances (other than liens
that would be released prior to the Closing and applicable restrictions under
state and federal securities laws).
Section 3.8 PRE-EXISTING RELATIONSHIP. Such Exchanging Noteholder has
either a preexisting personal or business relationship with the Company or one
or more of its officers, directors or controlling Persons or, by reason of such
Exchanging Noteholder's business or financial experience or the business or
financial experience of its professional advisors who are unaffiliated with and
who are not compensated by the Company or any Affiliate or any selling agent of
the Company, directly or indirectly, have, and could reasonably be assumed to
have, the capacity to protect its own interests in connection with the issuance
of the Exchanged Shares to such Exchanging Noteholder.
Section 3.9 NO ADVERTISING. Such Exchanging Noteholder is not aware of the
publication of any advertisement or of any general solicitation or advertising
in connection with the offer and sale of the Exchanged Shares.
ARTICLE IV
CONDITIONS TO THE OBLIGATION
OF THE PARTIES TO CLOSE
Section 4.1 CONDITIONS TO THE OBLIGATIONS OF THE EXCHANGING NOTEHOLDERS TO
CLOSE. The obligations of each Exchanging Noteholder to acquire the Exchanged
Shares, to deliver the Notes to the Company for cancellation therefor at the
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Closing and to perform any obligations hereunder shall be subject to the
satisfaction as determined by, or waived by, such Exchanging Noteholder in its
sole discretion, of the following conditions on or before the Closing Date:
(a) REPRESENTATIONS AND WARRANTIES; COMPLIANCE. The representations and
warranties of the Company contained in Article II hereof shall be true and
correct in all respects. The Company shall have performed and complied in all
respects with all of its agreements set forth herein that are required to be
performed by the Company on or before the Closing Date.
(b) MERGER AGREEMENT. The Effective Time shall have occurred.
(c) RESTATED ARTICLES. The Restated Articles shall have been duly filed
with the Secretary of State of the State of California and shall be in full
force and effect.
(d) CONVERSION COMPLETION. The Conversion Completion shall have
occurred.
Section 4.2 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY TO CLOSE. The
obligations of the Company to issue the Exchanged Shares at the Closing and to
perform any obligations hereunder shall be subject to the satisfaction as
determined by, or waived by, the Company in its sole discretion, of the
following conditions on or before the Closing Date:
(a) REPRESENTATIONS AND WARRANTIES; COMPLIANCE. The representations and
warranties of each Exchanging Noteholder contained in Article III hereof shall
be true and correct in all respects. Each Exchanging Noteholder shall have
performed and complied in all respects with all of its agreements set forth
herein that are required to be performed by such Exchanging Noteholder on or
before the Closing Date.
(b) MERGER AGREEMENT. The Effective Time shall have occurred.
(c) RESTATED ARTICLES. The Restated Articles shall have been duly filed
with the Secretary of State of the State of California and shall be in full
force and effect.
(d) CONVERSION COMPLETION. The Conversion Completion shall have
occurred.
ARTICLE V
TERMINATION
Section 5.1 TERMINATION. This Agreement shall terminate automatically,
without any action on the part of any party hereto, upon the termination of the
Merger Agreement in accordance with its terms. In no event shall any party be
liable for any consequential, speculative or punitive damages or any damages
arising from lost profits.
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Section 5.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement as provided in Section 5.1, this Agreement shall forthwith become
void and have no effect; PROVIDED, that such termination shall not relieve any
party for any material breach of this Agreement by such party prior to such
termination.
ARTICLE VI
MISCELLANEOUS
Section 6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties made herein shall survive the execution and
delivery of this Agreement.
Section 6.2 NOTICES. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopier,
courier service or personal delivery:
If to the Company:
Critical Path, Inc.
0 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Chief Executive Officer
with a copy to:
Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP
00 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
If to any Exchanging Noteholders, at the addresses
of such Exchanging Noteholder set forth on SCHEDULE
I attached hereto.
All such notices, demands and other communications shall be deemed to have
been duly given when delivered by hand, if personally delivered; when delivered
by courier, if delivered by commercial courier service; five (5) Business Days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is mechanically acknowledged, if telecopied.
Section 6.3 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This
Agreement shall inure to the benefit of and be binding upon the successors of
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the parties hereto. No Person other than the parties hereto and their
successors are intended to be a beneficiary of this Agreement.
Section 6.4 AMENDMENT AND WAIVER. Any amendment, supplement or
modification of or to any provision of this Agreement, any waiver of any
provision of this Agreement, and any consent to any departure by the Company or
the Exchanging Noteholders from the terms of any provision of this Agreement,
shall be effective (i) only if it is made or given in writing and signed by the
Company and the Exchanging Noteholders holding two-thirds (2/3) of the
aggregate principal amount of the Notes set forth on SCHEDULE I hereto and (ii)
only in the specific instance and for the specific purpose for which it is made
or given. Any such amendment, supplement, modification, waiver or consent shall
be binding upon all of the Exchanging Noteholders.
Section 6.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
Section 6.6 HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
Section 6.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.
This Agreement shall be construed, and the rights and obligations of the
parties hereunder determined, in accordance with and governed by the law of the
state of Delaware. The parties hereto irrevocably submit to the exclusive
jurisdiction of any state or federal court sitting in the State of Delaware
over any suit, action or proceeding arising out of or relating to this
Agreement. To the fullest extent they may effectively do so under applicable
law, the parties hereto irrevocably waive and agree not to assert, by way of
motion, as a defense or otherwise, any claim that they are not subject to the
jurisdiction of any such court, any objection that they may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY MATTER RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER
PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, AMONG OTHER THINGS, BY THE
MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.
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Section 6.8 SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof.
Section 6.9 SPECIFIC PERFORMANCE. The parties to this Agreement agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties will be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement, this being in
addition to any other remedy to which the parties are entitled at law or in
equity.
Section 6.10 RULES OF CONSTRUCTION. Unless the context otherwise requires,
references to sections or subsections refer to sections or subsections of this
Agreement.
Section 6.11 ENTIRE AGREEMENT. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, representations, warranties or undertakings, other than those set
forth or referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
Section 6.12 FURTHER ASSURANCES. Each of the parties shall execute such
documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any governmental authority
or any other person) as may be reasonably required or desirable to carry out or
to perform the provisions of this Agreement.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Note Exchange Agreement on the date first written above.
CRITICAL PATH, INC.
By: /s/ Xxxx Xxxxxxx
---------------------------
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT
EXCHANGING NOTEHOLDERS:
GENERAL ATLANTIC PARTNERS 74, L.P.
By: General Atlantic LLC,
Its general partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
GAPSTAR, LLC
By: General Atlantic LLC,
Its sole member
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: A General Partner
GAPCO GMBH & CO. KG.
By: GAPCO Management GmbH,
Its general partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT
EXCHANGING NOTEHOLDER:
CAMPINA ENTERPRISES LIMITED
By: /s/ Ip Tak Xxxxx, Xxxxxx
---------------------------
Name: Ip Tak Xxxxx, Xxxxxx
Title: Director
SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT
EXCHANGING NOTEHOLDER:
RICHMOND CP LLC
By: /s/ Xxxxx Xxxxxxx
-----------------------
Name: Xxxxx Xxxxxxx
Title: Managing Member
SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT
SCHEDULE I
EXCHANGING NOTEHOLDERS
--------------------------------------------------------------------------------
EXCHANGING NOTEHOLDER PRINCIPAL AMOUNT OF NOTES
--------------------------------------------------------------------------------
General Atlantic Partners 74, L.P. $6,841,995.29
c/o General Atlantic Service Company, LLC
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx
--------------------------------------------------------------------------------
GapStar, LLC $530,073.19
c/o General Atlantic Service Company, LLC
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx
--------------------------------------------------------------------------------
GAP Coinvestment Partners II, L.P. $864,571.92
c/o General Atlantic Service Company, LLC
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx
--------------------------------------------------------------------------------
GAPCO GmbH & Co. KG $13,359.60
Xxxxxxxxxxxx 00
00000 Xxxxxxxxxxx
Xxxxxxx
Telecopier: 49 211 602 888-57
Attention: Xxxxx X. Xxxxxxxxxx
--------------------------------------------------------------------------------
Campina Enterprises Limited $8,250,000.00
x/x 0xx Xxxxx, Xxxxxx Xxxx Center
0 Xxxxx'x Xxxx Xxxxxxx
Xxxx Xxxx
Telecopier: (000) 0000-0000
Attention: Company Secretary
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richmond CP LLC $1,500,000.00
c/o Richmond Management LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
--------------------------------------------------------------------------------
