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EXHIBIT 10.53
EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement"), dated as of January 21,
2000, by and among OCM Caminus Investment, Inc., a Delaware corporation ("OCM
Investment") and Caminus Corporation, a Delaware corporation ("Caminus
Corporation").
WHEREAS, OCM Investment is a member of Caminus LLC, a Delaware
limited liability company ("Caminus LLC"), and holds approximately 40% of its
membership interests;
WHEREAS, Caminus LLC intends to enter into a transaction whereby the
legal status of Caminus LLC will be reorganized from a limited liability company
into a subchapter C corporation through a merger of Caminus LLC with and into
Caminus Corporation, and all of the membership interests in Caminus LLC will be
converted into common stock of Caminus Corporation (the "Reorganization");
WHEREAS, immediately prior to the Reorganization, OCM Investment
wishes to transfer all of its membership interests in Caminus LLC to Caminus
Corporation solely in exchange for common stock of Caminus Corporation (the
"Exchange") in a transaction intended to qualify as a "reorganization" within
the meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as
amended (the "Code"), and Caminus Corporation desires to effect such Exchange;
NOW, THEREFORE, in consideration of the mutual covenants set forth,
the parties hereto agree as follows:
1. The Exchange
(a) Immediately prior to the Reorganization, OCM
Investment shall transfer to Caminus Corporation all of OCM
Investment's membership interests in Caminus LLC in exchange for
common stock of Caminus Corporation (the "Shares"). Each share of
membership interest in Caminus LLC will be exchanged for 0.095238 of
one share of Caminus Corporation common stock.
(b) The parties hereto acknowledge that this Agreement
is part of a plan of reorganization, which reorganization is
intended to qualify as a "reorganization" within the meaning of Code
Section 368(a)(1)(C).
(c) Although the Exchange is scheduled to occur
immediately prior to the Reorganization, the Exchange shall be
deemed not to have occurred, and the closing of the Exchange shall
be rescinded, if the Reorganization is not consummated immediately
after the Exchange.
(d) Immediately after receipt of the Shares, OCM
Investment shall liquidate its assets and in connection with such
liquidation, distribute the Shares to its sole shareholder, OCM
Principal Opportunities Fund, L.P. ("OCM Opportunities").
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2. Representations
(a) OCM Investment represents to Caminus Corporation as
follows:
(i) Each of OCM Investment and OCM
Opportunities (together the "OCM Entities") is an
"accredited investor" as defined in Rule 501(a) under
the Securities Act of 1933, as amended.
(ii) OCM Investment has full power and
authority to enter into and to perform this Agreement in
accordance with its terms.
(iii) The OCM Entities have carefully
reviewed the representations made by Caminus Corporation
contained in this Agreement and have made detailed
inquiry concerning Caminus Corporation, its business and
its personnel; the officers of Caminus Corporation have
made available to the OCM Entities any and all written
information requested by the OCM Entities and have
answered to the satisfaction of the OCM Entities all
inquiries made by them; and the OCM Entities have
sufficient knowledge and experience in finance and
business such that they are capable of evaluating the
risks and merits of an investment in Caminus
Corporation, and the OCM Entities are able financially
to bear the risks thereof. Except for the intent of OCM
Opportunities to sell shares in the initial public
offering of Caminus Corporation, OCM Opportunities is
acquiring the Shares for its own account for investment
and not with a view to, or for sale in connection with,
any distribution thereof.
(b) Caminus Corporation represents to OCM Investment
that it has full power and authority to enter into and to perform
this Agreement in accordance with its terms.
3. Miscellaneous
(a) This Agreement may be terminated by any party prior
to the consummation of the Exchange.
(b) This Agreement may be amended, supplemented or
modified with the consent of each party hereto.
(c) This Agreement shall be governed by the laws of the
state of Delaware.
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IN WITNESS WHEREOF, the parties to this Agreement have duly executed
this Agreement as of the date first written above.
OCM CAMINUS INVESTMENT, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
By: /s/ B. Xxxxx Xxxx
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Name: B. Xxxxx Xxxx
Title: Vice President
CAMINUS CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: CFO
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