101388106 PAGE 17 OF 36
EXHIBIT 4
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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated May 14, 2003 (this "AGREEMENT"), among
Xxxxx X. Xxxxxx ("SELLER"), General Atlantic Partners 74, L.P., a Delaware
limited partnership ("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware
limited partnership ("GAP COINVESTMENT"), GapStar, LLC, a Delaware limited
liability company ("GAPSTAR"), and GAPCO GmbH & Co. KG, a German limited
partnership ("GAPCO KG" and, collectively with GAP LP, GAP Coinvestment and
GapStar, the "PURCHASERS").
WHEREAS, upon the terms and conditions set forth in this Agreement,
Seller proposes to sell to each of the Purchasers the aggregate number of shares
of common stock, par value $0.001 per share (the "COMMON STOCK"), of Bottomline
Technologies (de), Inc., a Delaware corporation (the "Company"), set forth
opposite such Purchaser's name on SCHEDULE 2.1 hereto, for the aggregate
purchase price set forth opposite such Purchaser's name on SCHEDULE 2.1 hereto.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
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1.1 DEFINITIONS. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the meanings indicated:
"AGREEMENT" means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.
"BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which commercial banks in the State of New York are authorized or required by
law or executive order to close.
"CLOSING" has the meaning set forth in Section 2.2 of this Agreement.
"CLOSING DATE" has the meaning set forth in Section 2.2 of this
Agreement.
"COMMON STOCK" has the meaning set forth in the recitals to this
Agreement.
"COMPANY" has the meaning set forth in the recitals to this Agreement.
"CONTRACTUAL OBLIGATIONS" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument to which such Person is a
party or by which it or any of its property is bound.
101388106 PAGE 18 OF 36
"GAP COINVESTMENT" has the meaning set forth in the preamble to this
Agreement.
"GAP LP" has the meaning set forth in the preamble to this Agreement.
"GAPCO KG" has the meaning set forth in the preamble to this Agreement.
"GAPSTAR" has the meaning set forth in the preamble to this Agreement.
"GOVERNMENTAL AUTHORITY" means the government of any nation, state,
city, locality or other political subdivision thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.
"LIEN" means any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, voting restriction (statutory or other), lien
(statutory or other) or preference, priority, right or other security interest
or preferential arrangement of any kind or nature whatsoever.
"ORDERS" has the meaning set forth in Section 3.2 of this Agreement.
"PERSON" means any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
limited liability company, Governmental Authority or other entity of any kind,
and shall include any successor (by merger or otherwise) of such entity.
"PURCHASED SHARES" has the meaning set forth in Section 2.1 of this
Agreement.
"PURCHASERS" has the meaning set forth in the preamble to this
Agreement.
"REQUIREMENT OF LAW" means, as to any Person, any law, statute, treaty,
rule, regulation, right, privilege, qualification, license or franchise or
determination of an arbitrator or a court or other Governmental Authority or
stock exchange, in each case applicable or binding upon such Person or any of
its property or to which such Person or any of its property is subject or
pertaining to any or all of the transactions contemplated or referred to herein.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission thereunder.
"SELLER" has the meaning set forth in the preamble to this Agreement.
ARTICLE II
PURCHASE AND SALE OF COMMON STOCK
---------------------------------
2.1 PURCHASE AND SALE. Subject to the terms and conditions herein
set forth, Seller agrees to sell to each Purchaser, and each Purchaser,
severally and not jointly, agrees to purchase from Seller, on the Closing Date,
at a price per share equal to $5.87, the aggregate number of shares of Common
Stock set forth opposite such Purchaser's name on Schedule 2.1 hereto, for the
aggregate purchase price set forth opposite such Purchaser's name on Schedule
2.1 hereto (all of the shares of Common Stock being purchased pursuant to
Section 2.1 being referred to herein as the "Purchased Shares").
101388106 PAGE 19 OF 36
2.2 CLOSING. Subject to the satisfaction or waiver of the
conditions set forth in Sections 5.1 and 5.2, the closing of the sale and
purchase of the Purchased Shares (the "Closing") shall take place at the offices
of the Purchasers, at 10:00 a.m., local time, on the Business Day upon which the
conditions set forth in Sections 5.1 and 5.2 are satisfied or waived as provided
therein, or at such other time, place and date that Seller and the Purchasers
may agree in writing (the "Closing Date").
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
----------------------------------------
Seller represents and warrants to each of the Purchasers as follows:
3.1 CAPACITY. Seller has the legal capacity to execute, deliver
and perform his obligations under this Agreement.
3.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by Seller of this Agreement and the transactions contemplated hereby
(a) have been duly authorized by all necessary action of Seller, (b) do not
violate, conflict with or result in any breach or contravention of, or the
creation of any Lien under, any Contractual Obligation of Seller, or any
Requirement of Law applicable to the Seller and (c) do not violate any judgment,
injunction, unit, award, decree or order of any nature of any Governmental
Authority (collectively, "Orders") against, or binding upon, Seller.
3.3 TITLE TO PURCHASED SHARES. Seller owns beneficially and of
record the Purchased Shares being sold to the Purchasers and has good and valid
title to such Purchased Shares, free and clear of all Liens. Seller has the
unrestricted power and authority to transfer the Purchased Shares to the
Purchasers. Upon delivery to the Purchasers of the stock certificates
representing such Purchased Shares and payment therefor, the Purchasers shall
acquire good and valid title to such Purchased Shares, free and clear of all
Liens.
3.4 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No approval,
consent, compliance, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person, and no lapse of
a waiting period under a Requirement of Law is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, Seller of this Agreement or the transactions contemplated hereby.
3.5 BINDING EFFECT. This Agreement has been duly executed and
delivered by Seller and constitutes the legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
3.6 LITIGATION. There are no actions, suits, proceedings, claims,
complaints, disputes, arbitrations or investigations pending or, to the
knowledge of Seller, threatened, at law, in equity, in arbitration or before any
Governmental Authority against Seller purporting to enjoin or restrain the
execution, delivery or performance by Seller of this Agreement.
3.7 PRIVATE OFFERING. No form of general solicitation or general
advertising was used by Seller or his representatives in connection with his
sale of the Purchased Shares. No registration of the Purchased Shares, pursuant
to the provisions of the Securities Act or any state securities or "blue sky"
laws, is required by the offer or sale of the Purchased Shares to the
Purchasers.
101388106 PAGE 20 OF 36
3.8 NON-PUBLIC INFORMATION.
(a) Seller acknowledges that (i) the Purchasers have
informed him that the Purchasers may possess certain non-public information
concerning the Company and its subsidiaries and/or the Purchased Shares that may
or may not be independently known to Seller (all of such non-public information
is hereinafter referred to as the "NON-PUBLIC INFORMATION") and (ii) the
Purchasers have not disclosed the Non-Public Information to Seller.
(b) Seller is executing, delivering and performing this
Agreement notwithstanding that he is aware that the Non-Public Information may
exist and that the Non-Public Information has not been disclosed to Seller, and
Seller confirms and acknowledges that neither the existence of the Non-Public
Information, the substance of the Non-Public Information nor the fact that the
Non-Public Information has not been disclosed to Seller is material to him or to
his determination to execute, deliver and perform this Agreement.
(c) Seller does for himself and his affiliates, partners,
agents, employees, members, advisors, representatives, heirs, successors and
assigns hereby fully and irrevocably waive any and all rights, remedies and
claims he or they would or could have, or may hereafter have, against the
Purchasers or any of their respective affiliates, agents, employees, members,
advisors, representatives, successors and assigns (the "PURCHASER PARTIES"),
arising out of, relating to or in any manner connected with the existence or
substance of the Non-Public Information or the fact that the Non-Public
Information has not been disclosed to Seller.
(d) Seller does for himself and his affiliates, partners,
agents, employees, members, advisors, representatives, heirs, successors and
assigns hereby forever release, discharge and dismiss any and all claims,
rights, causes of action, suits, obligations, debts, demands, agreements,
promises, liabilities, controversies, costs, expenses, fees, or damages of any
kind, whether known or unknown, accrued or not accrued, foreseen or unforeseen
or matured or not matured, that he ever had, now has, can have, or shall or may
hereafter have (including, but not limited to, any and all claims alleging
violations of federal or state securities laws, common-law fraud or deceit,
breach of fiduciary duty, negligence or otherwise), whether directly,
derivatively, representatively or in any other capacity, against the Purchaser
Parties, which arise in connection with the execution, delivery and performance
of this Agreement and the purchase of the Purchased Shares and are based upon,
arise from or in any way relate to or involve, directly or indirectly, the
existence or substance of the Non-Public Information or the fact that the
Non-Public Information has not been disclosed to Seller.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
------------------------------------------------
Each of the Purchasers hereby represents and warrants, severally and
not jointly, to Seller as follows:
4.1 EXISTENCE AND POWER. Such Purchaser has the requisite
partnership or limited liability company, as the case may be, power and
authority to execute, deliver and perform its obligations under this Agreement.
4.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by such Purchaser of this Agreement and the transactions
contemplated hereby (a) have been duly authorized by all necessary limited
partnership or limited liability company, as the case may be, action, (b) do not
contravene the terms of such Purchaser's organizational documents, or any
amendment thereof, (c) do not violate, conflict with or result in any breach or
contravention of, or the creation of any Lien under, any Contractual Obligation
of such Purchaser or any Requirement of Law applicable to such Purchaser and (d)
do not violate any Orders of any Governmental Authority against, or binding
upon, such Purchaser.
101388106 PAGE 21 OF 36
4.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No approval,
consent, compliance, exemption, authorization or other action by, or notice to,
or filing with, any Governmental Authority or any other Person, and no lapse of
a waiting period under any Requirement of Law, is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, such Purchaser of this Agreement or the transactions contemplated
hereby.
4.4 BINDING EFFECT. This Agreement has been duly executed and
delivered by such Purchaser and constitutes the legal, valid and binding
obligations of such Purchaser, enforceable against it in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
4.5 RESTRICTED SECURITIES. The Purchased Shares to be acquired by
such Purchaser pursuant to this Agreement are being acquired for its own account
for investment only, and not with a view to, or for sale in connection with, any
distribution of such Purchased Shares or any part thereof in any transaction
that would be in violation of the securities laws of the United States of
America. Such Purchaser understands that such Purchased Shares are "restricted
securities" within the meaning of Rule 144 under the Securities Act and that the
Purchased Shares cannot be sold, transferred or otherwise disposed of except in
compliance with the Securities Act and applicable state securities laws, as then
in effect. Such Purchaser understands that the Purchased Shares will not be
registered at the time of their issuance under the Securities Act for the reason
that the sale provided for in this Agreement is exempt pursuant to the so-called
"Section 4(1)(1/2) exception" and that the reliance of Seller on such exemption
is predicated in part on such Purchaser's representations set forth herein.
4.6 ACCREDITED INVESTOR. Such Purchaser is an "Accredited
Investor" within the meaning of Rule 501 of Regulation D under the Securities
Act.
ARTICLE V
CONDITIONS TO CLOSING
---------------------
5.1 CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE. The
obligation of the Purchasers to purchase the Purchased Shares, to pay the
purchase price therefor at the Closing and to perform any obligations hereunder
shall be subject to the satisfaction as determined by, or waiver by, the
Purchasers of the following conditions on or before the Closing Date.
(a) The representations and warranties of Seller
contained in Article III hereof shall be true and correct in all respects at and
on the Closing Date.
(b) Seller shall have delivered to each Purchaser a stock
certificate representing the number of Purchased Shares set forth opposite such
Purchaser's name on SCHEDULE 2.1 hereto.
(c) Seller shall have delivered to the Purchasers the
opinion of counsel to Seller delivered by Seller to the Company and the
Company's transfer agent in order to register the Purchased Shares in the name
of the Purchasers.
5.2 CONDITIONS TO THE OBLIGATION OF THE SELLER TO CLOSE. The
obligation of Seller to sell the Purchased Shares shall be subject to the
satisfaction as determined by, or waiver by, Seller of the following conditions
on or before the Closing Date.
(a) The representations and warranties of the Purchasers
contained in Article IV hereof shall be true and correct in all respects at and
on the Closing Date.
101388106 PAGE 22 OF 36
(b) Simultaneously with the Closing, each Purchaser shall
have wired to Seller's account designated in writing by Seller to the Purchasers
prior to the Closing Date, the aggregate purchase price set forth opposite such
Purchaser's name on Schedule 2.1 hereto.
ARTICLE VI
TERMINATION OF AGREEMENT
------------------------
6.1 TERMINATION. This Agreement may be terminated prior to the
Closing as follows:
(a) at any time on or prior to the Closing Date, by
mutual written consent of Seller and the Purchasers;
(b) at the election of either Seller or the Purchasers by
written notice to the other at any time after 5:00 p.m., New York time, on June
13, 2003, if the Closing shall not have occurred, unless such date is extended
by the mutual written consent of Seller and the Purchasers; PROVIDED, HOWEVER,
that the right to terminate this Agreement under this Section 6.1(b) shall not
be available to any party whose breach of any representation, warranty, covenant
or agreement under this Agreement has been the cause of, or resulted in, the
failure of the Closing to occur on or before such date;
(c) at the election of Seller, if there has been a
material breach of any representation, warranty, covenant or agreement on the
part of any of the Purchasers contained in this Agreement, which breach (i)
would cause the condition set forth in Section 5.2(a) not to be satisfied and
(ii) is incapable of cure or has not been cured within five (5) Business Days of
notice to the Purchasers of such breach; or
(d) at the election of the Purchasers, if there has been
a material breach of any representation, warranty, covenant or agreement on the
part of the Company contained in this Agreement, which breach (i) would cause
the conditions set forth in Section 5.1(a) not to be satisfied and (ii) is
incapable of cure or has not been cured within five (5) Business Days notice to
Seller of such breach.
6.2 EFFECT OF TERMINATION. If this Agreement is terminated and the
transactions contemplated hereby are not consummated as described above, (a)
this Agreement shall become void and of no further force and effect, except for
the provisions of Articles I and VII, (b) none of the parties hereto shall have
any liability in respect of a termination of this Agreement pursuant to Section
6.1(a) or Section 6.1(b), and (c) nothing shall relieve any of the parties from
liability for actual damages resulting from a termination of this Agreement
pursuant to Section 6.1(c) or 6.1(d); and PROVIDED, FURTHER, that none of the
parties hereto shall have any liability for speculative, indirect, unforeseeable
or consequential damages or lost profits resulting from any legal action
relating to any termination of this Agreement.
ARTICLE VII
MISCELLANEOUS
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7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties made herein shall survive the execution and
delivery of this Agreement indefinitely.
7.2 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:
101388106 PAGE 23 OF 36
if to Seller:
0 Xxxxxx Xxx Xxxx
Xxxxx, XX 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
if to the Purchasers:
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxx, Esq.
All such notices, demands and other communications shall be deemed to
have been duly given (i) when delivered by hand, if personally delivered; (ii)
one Business Day after being sent, if sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery; (iii) five (5) Business
Days after being sent, if sent by registered or certified mail, return receipt
requested, postage prepaid; and (iv) when receipt is mechanically acknowledged,
if telecopied. Any party may by notice given in accordance with this Section 7.2
designate another address or Person for receipt of notices hereunder. Any party
may give any notice, request, consent or other communication under this
Agreement using any other means (including, without limitation, personal
delivery, messenger service, first class mail or electronic mail), but no such
notice, request, consent or other communication shall be deemed to have been
duly given unless and until it is actually received by the party to whom it is
given.
7.3 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto. Subject to applicable securities laws
and the terms and conditions thereof, the Purchasers may assign any of their
rights under this Agreement to any of their respective affiliates (as defined in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended), provided that each such assignee shall make the
representations and warranties under Article IV. Seller may not assign any of
his rights under this Agreement without the prior written consent of the
Purchasers. No Person other than the parties hereto and their successors and
permitted assigns is intended to be a beneficiary of this Agreement.
7.4 AMENDMENT AND WAIVER.
(a) No failure or delay on the part of Seller or the
Purchasers in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.
101388106 PAGE 24 OF 36
(b) Any amendment, supplement or modification of or to
any provision of this Agreement, any waiver of any provision of this Agreement,
and any consent to any departure by Seller or the Purchasers from the terms of
any provision of this Agreement, shall be effective (i) only if it is made or
given in writing and signed by Seller and the Purchasers and (ii) only in the
specific instance and for the specific purpose for which made or given.
7.5 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.
7.6 GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. The parties
hereto irrevocably submit to the exclusive jurisdiction of any state or federal
court sitting in the County of New York, in the State of New York 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.
7.7 EXPENSES. Each of Seller and the Purchasers shall bear its own
costs and expenses incurred in connection with the negotiation, execution and
consummation of this Agreement.
7.8 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.
7.9 ENTIRE AGREEMENT. This Agreement, together with the schedule
hereto, is intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein. There are no restrictions, promises, representations,
warranties or undertakings, other than those set forth or referred to herein or
therein. This Agreement, together with the schedule hereto, supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
7.10 PUBLIC ANNOUNCEMENTS. Neither Seller nor the Purchasers will
make any public statements with respect to this Agreement or the transactions
contemplated hereby without the prior written consent of the other parties
hereto, except to the extent that such statement is required by any Requirement
of Law or to the extent necessary by the Purchasers in connection with their
customary internal reporting. Notwithstanding the foregoing, Seller will not use
or refer to the name of any Purchaser in any public statement or disclosure
without the consent of such Purchaser except to the extent that such statement
or disclosure is required by any Requirement of Law.
7.11 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
perform the provisions of this Agreement.
[Remainder of page intentionally left blank]
101388106 PAGE 25 OF 36
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement on the date first written above.
/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx
GENERAL ATLANTIC PARTNERS 74, L.P.
By: General Atlantic Partners, LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Member
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A General Partner
GAPSTAR, LLC
By: General Atlantic Partners, LLC,
its Sole Member
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Member
GAPCO GMBH & CO. KG
By: GAPCO Management GmbH,
its general partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
101388106 PAGE 26 OF 36
SCHEDULE 2.1
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PURCHASED SHARES AND PURCHASE PRICE
================================================================================
PURCHASER PURCHASED SHARES PURCHASE PRICE
--------- ---------------- --------------
--------------------------------------------------------------------------------
GAP LP 140,379 $824,024.73
--------------------------------------------------------------------------------
GAP Coinvestment 18,348 107,702.76
--------------------------------------------------------------------------------
GapStar 11,053 64,881.11
--------------------------------------------------------------------------------
GAPCO KG 220 1,291.40
--------------------------------------------------------------------------------
Total: 170,000 $997,900.00
================================================================================
