STOCK PURCHASE AGREEMENT
EXHIBIT
C TO
ASSET
PURCHASE
AGREEMENT
October
3, 2006
Net
Perceptions, Inc.
Xxx
Xxxxxxxx Xxxxxx
00xx
Xxxxx
Xxxxxxxx,
Xxxxxxxxxxx 00000
Attn:
Xxxxx X. Xxxxx
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Re:
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Purchase
of 3,529,412 unregistered shares of the common stock of Net Perceptions,
Inc., a Delaware corporation (the “Company”)
upon consummation of the Asset Purchase
Agreement
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Gentlemen:
Subject
to the terms and conditions set forth in this Agreement, the undersigned
(“Equityholder”)
hereby
irrevocably agrees to purchase 3,529,412 unregistered shares of common stock,
par value $0.0001 per share, of the Company (the “Reinvestment
Shares”)
for
the purchase price of $0.85 per share (the “Reinvestment
Share Price”).
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in that certain Asset Purchase Agreement among
Equityholder, the Company and Purchaser, dated as of September 22, 2006 (the
“Asset
Purchase Agreement”).
1. Purchase
of Reinvestment Shares.
Upon
consummation of the Closing, the Equityholder agrees and hereby directs and
authorizes the Company to set-off and retain, and not to deliver, $3,000,000
of
the cash portion of the Purchase Price payable to the Equityholder pursuant
to
the Asset Purchase Agreement (the “Retained
Cash Consideration”)
in
consideration for the delivery to Equityholder of the Reinvestment Shares
pursuant to Section 3 hereof.
2. Restrictions
on Reinvestment Shares.
The
Equityholder acknowledges and agrees that upon issuance, the Reinvestment Shares
will not be registered under the Securities Act of 1933, as amended (the
“Securities
Act”)
or
listed on any stock exchange and, additionally, that the transfer of the
Reinvestment Shares will be subject to the terms and conditions of an
Equityholder Lock-Up Agreement in the form annexed hereto as Exhibit
I
(the
“Equityholder
Lock-Up Agreement”),
which
is being simultaneously executed and delivered by the Equityholder on the date
hereof. The Company acknowledges that the Equityholder is simultaneously
herewith being provided with certain future rights with respect to the
registration and listing of the Reinvestment Shares pursuant to the terms and
conditions of the Equityholder Registration Rights Agreement annexed hereto
as
Exhibit
II
(the
“Equityholder
Registration Rights Agreement”).
3. Stock
Certificates; Legends.
In
consideration of the Retained Cash Consideration, promptly after the Effective
Time, the Company will issue to the Equityholder in its name a stock certificate
representing the Reinvestment Shares subscribed and paid for by the
Equityholder. The stock certificate representing the Reinvestment Shares shall
bear a legend indicating that such Reinvestment Shares may not be transferred
(A) except in compliance with (i) the terms of this Agreement and the
Equityholder Lock-Up Agreement, and (B) unless (i) such securities have been
registered for sale pursuant to the Securities Act of 1933, as amended, (ii)
such securities are sold pursuant to Rule 144, or (iii) the Company has received
an opinion of counsel reasonably satisfactory to it that such transfer may
lawfully be made without registration under the Securities Act of 1933 or
qualification under applicable state securities laws. In addition, the
certificate representing Reinvestment Shares shall bear any legend required
by
the authorities of any state in connection with the issuance of the Reinvestment
Shares. The Equityholder acknowledges and agrees that the Company may, and
may
instruct its transfer agent and registrar to, make a notation in its records
with respect to the restrictions on the transferability of the Reinvestment
Shares.
4. Representations,
Warranties and Acknowledgements of the Equityholder.
In order
to induce the Company to enter into this Agreement, the Asset Purchase Agreement
and each of the Ancillary Documents, the Equityholder represents, warrants
and
acknowledges as follows:
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(a)
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Authorization,
Enforceability and Non-Contravention.
The Equityholder has full right, power and authority to execute and
deliver this Agreement and to perform its obligations hereunder.
This
Agreement has been duly executed and delivered by the Equityholder
and
constitutes the valid and binding obligation of the Equityholder
and is
enforceable in accordance with its terms. The Equityholder is not
subject
to any restriction or agreement which prohibits or would be violated
by
the execution and delivery hereof or the consummation of the transactions
contemplated herein or pursuant to which the consent of any Person
is
required in order to give effect to the transactions contemplated
herein.
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(b)
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Accredited
Investor.
The Equityholder is an “accredited investor” as defined in Rule 501(a) of
Regulation D, as amended, under the Securities Act (“Regulation
D”)
and Equityholder has no need for liquidity of an investment in the
Reinvestment Shares. The Equityholder understands that the Reinvestment
Shares are being offered and sold in reliance on specific exemptions
from
the registration and qualification requirements of United States
federal
and state securities laws and that the Company is relying upon the
truth
and accuracy of, and Equityholder’s compliance with, the representations,
warranties, agreements, acknowledgements and understandings set forth
herein in order to determine the availability of such exemptions
and its
eligibility to acquire the Reinvestment
Shares.
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(c)
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Purchase
Entirely for Own Account.
The Reinvestment Shares to be received by the Equityholder hereunder
will
be acquired by the Equityholder for its own account, not as nominee
or
agent, for investment, and not with a view to, or for sale in connection
with, the distribution of the Reinvestment Shares, or with any present
intention of selling or otherwise disposing of all or any part of
the
Reinvestment Shares. The Equityholder does not have any agreement
or
understanding, whether or not legally binding, direct or indirect,
with
any other Person to sell or otherwise distribute the Reinvestment
Shares.
The Equityholder understands that the Reinvestment Shares are not
being
registered under the Securities Act because the issuance and sale
of the
Reinvestment Shares is intended to be exempt from registration under
Section 4(2) of the Securities Act and the rules and regulations
promulgated thereunder, including Regulation D, as not involving
a public
offering. The Equityholder acknowledges that the Reinvestment Shares
cannot be sold or otherwise transferred except (A) in compliance
with the
terms of this Agreement and the Equityholder Lock-Up Agreement, and
(B)
unless (i) such securities have been registered for sale pursuant
to the
Securities Act of 1933, as amended, (ii) such securities are sold
pursuant
to Rule 144, or (iii) the Company has received an opinion of counsel
reasonably satisfactory to it that such transfer may lawfully be
made
without registration under the Securities Act of 1933 or qualification
under applicable state securities
laws.
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(d)
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Restricted
Securities.
The Equityholder understands that the Securities are characterized
as
“restricted securities” under the U.S. federal securities laws inasmuch as
they are being acquired from the Company in a transaction not involving
a
public offering and that under such laws and applicable regulations
such
securities may be resold without registration under the 1933 Act
only in
certain limited circumstances and that no federal or state agency
has
passed upon the Reinvestment Shares or made any findings or determination
as to the fairness of an investment in the Reinvestment
Shares.
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(e)
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Investment
Experience.
By reason of the business and financial experience of the Equityholder
and
its equityholders and/or of the business and financial experience
of the
persons that the Equityholder has retained to advise it with respect
to
its investment in the Reinvestment Shares, the Equityholder has the
capacity to protect its interest in investments of the nature of
the
Reinvestment Shares. The Equityholder has carefully evaluated its
financial resources and investment position and the risks associated
with
this investment in the Reinvestment Shares and is able to bear the
economic risks, including a total loss, of its investment in the
Reinvestment Shares. The Equityholder understands that the purchase
of the
Reinvestment Shares involves substantial
risk.
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(f)
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Disclosure
of Information. The
Equityholder and its equityholders have had the opportunity to ask
questions of, and receive answers from, officers of the Company and
Seller
regarding the terms and conditions of this Agreement and other documents
and materials, and the transactions contemplated thereby, as well
as the
affairs of the Company, the Acquired Business, the Purchased Assets
and
related matters and has been shown all corporate documents that the
Equityholder and its equityholders have specifically requested. The
Equityholder and its equityholders has had the opportunity to review
the
Company’s Annual Report on Form 10-K, including the Company’s risk factors
set forth therein, for the fiscal year ended December 31, 2005, the
Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2006, and June 30, 2006, and the Company’s Current Report on
Form 8-K dated August 9, 2006, each as filed with the Securities
and
Exchange Commission.
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(g)
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Knowledge
of the Business.
The Equityholder acknowledges that as the sole owner of the Acquired
Business and the Purchased Assets, it and its equityholders are fully
familiar with the business and financial affairs of the Acquired
Business
and the Purchased Assets including, without limitation, as a result
of its
review of the Financial Statements and the materials provided or
made
available, through the answers to the questions that Equityholder
and its
equityholders have asked.
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(h)
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Access
to Professionals. The
Equityholder has had the opportunity to consult with counsel, tax
and
other professionals of his or her choosing in connection with his
or her
investment in the Reinvestment Shares and has relied solely upon
the
advice of his or her advisors with respect to the tax and other legal
aspects of this investment in the Reinvestment
Shares.
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| (i) |
Limited
Representation and Warranties of the Company. The
Equityholder has received no representations or warranties from the
Company or Seller, or their respective officers, agents, affiliates
or
representatives other than those contained in this Agreement, the
Equityholder Registration Rights Agreement, and the representations
and
warranties set forth in Section 5 of the Asset Purchase Agreement,
and, in
making its investment decision, such the Equityholder has relied
solely on
the information contained herein and investigations made by the
Equityholder and its advisors.
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(j)
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Additional
Disclosure. The
Equityholder acknowledges that Seller has taken or will take the
actions
set forth on Schedule
4(j)
prior to or on the date hereof and that the Equityholder has had
the
opportunity to investigate and ask questions about the occurrence
of such
actions prior to its agreement to make an investment in the Reinvestment
Shares and has factored the occurrence of such actions into its decision
to make an investment in the Reinvestment
Shares.
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5.
Representation,
Warranties and Acknowledgments of the Company.
In
order to induce the Equityholder to enter into this Agreement, the Asset
Purchase Agreement and each of the Ancillary Documents, the Company represents,
warrants and acknowledges as follows:
| (a) |
Authorization,
Enforceability and Non-Contravention.
The Company has full right, power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement
has been duly executed and delivered by the Company and constitutes
the
valid and binding obligation of the Company and is enforceable in
accordance with its terms. The Company is not subject to any restriction
or agreement which prohibits or would be violated by the execution
and
delivery hereof or the consummation of the transactions contemplated
herein or pursuant to which the consent of any Person is required
in order
to give effect to the transactions contemplated
herein.
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(b)
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Duly
Issued and Compliance with Laws.
All the Reinvestment Shares subject to issuance as aforesaid, upon
issuance on the terms and conditions specified in this Agreement
and the
Asset Purchase Agreement, will be duly authorized, validly issued,
fully
paid and non-assessable. Subject to the accuracy of the representations
and warranties set forth in Section 4 hereof, the Reinvestment Shares
will
be issued and granted in compliance with all applicable securities
laws.
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6. Indemnification.
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Indemnification
by the Equityholder.
The Equityholder indemnifies and holds harmless the Company from,
against
and in respect of the full amount of any and all Losses incurred
or
suffered by the Purchaser Indemnified Parties or any of them, in
respect
of, arising from, in connection with, or incident to (i) any breach
of, or
inaccuracy in, any representation or warranty made by the Equityholder
set
forth in this Agreement or (ii) any breach or violation of any covenants,
agreements , or obligations of the Equityholder set forth in this
Agreement.
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| (b) |
Indemnification
by the Company.
The Company indemnifies and holds harmless the Equityholder from,
against
and in respect of the full amount of any and all Losses incurred
or
suffered by the Seller Indemnified Parties or any of them, in respect
of,
arising from, in connection with, or incident to (i) any breach of,
or
inaccuracy in, any representation or warranty made by the Company
set
forth in this Agreement or (ii) any breach or violation of any covenants,
agreement or obligations of the Company set forth in this Agreement.
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7.
Miscellaneous.
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(a)
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Survival.
The agreements, covenants, representations, warranties and acknowledgments
of the Company and the Equityholder shall survive the delivery of,
and
payment for, the Reinvestment Shares and the performance by each
party of
their respective obligations
hereunder.
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(b)
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Amendments
and Waivers.
The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented without the
written
consent of the other party hereto. No waiver of any provision of
this
Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), shall constitute a continuing
waiver unless otherwise expressly provided nor shall be effective
unless
in writing and executed by the waiving
party.
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(c)
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Notices.
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, certified first-class
mail, or
next day air courier initially to the addresses specified for notice
to
the parties hereto in the Asset Purchase Agreement; and thereafter
at such
other address, notice of which is given in accordance with the provisions
of this Section 7(c). All such notices and communications shall be
deemed
to have been duly given: (i) when delivered by hand, if personally
delivered; (ii) three business days after being deposited in the
mail,
postage prepaid, if mailed; and (iii) one business day after being
sent by
next day air courier.
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(d)
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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.
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(e)
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Headings.
The headings in this Agreement are for convenience of reference only
and
shall not limit or otherwise affect the meaning
hereof.
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(f)
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Governing
Law, Venue and Waiver of Jury Trial. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER AND IN ACCORDANCE
WITH
THE INTERNAL LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CHOICE
OF LAW
RULES THAT MAY DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
EACH PARTY TO THIS AGREEMENT, BY ITS EXECUTION HEREOF, (I) HEREBY
IRREVOCABLY SUBMITS, TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE (OR IF JURISDICTION
THERETO IS NOT PERMITTED BY LAW, THE STATE COURTS OF THE STATE OF
DELAWARE
LOCATED IN NEW CASTLE COUNTY FOR THE PURPOSE OF ANY ACTION, CLAIM,
CAUSE
OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY PROCEEDING
OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR RELATING
TO
THE SUBJECT MATTER HEREOF, (II) HEREBY WAIVES, AND AGREES TO CAUSE
EACH OF
ITS SUBSIDIARIES TO WAIVE, TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW,
AND AGREES NOT TO ASSERT, AND AGREES NOT TO ALLOW ANY OF ITS SUBSIDIARIES
TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH
ACTION, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION
OF
THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM
ATTACHMENT OR EXECUTION, THAT ANY SUCH PROCEEDING BROUGHT IN ONE
OF THE
ABOVE-NAMED COURTS IS IMPROPER, OR THAT THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (III) HEREBY
AGREES NOT TO COMMENCE OR TO PERMIT ANY OF ITS SUBSIDIARIES TO COMMENCE
ANY ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR
OTHERWISE), INQUIRY PROCEEDING OR INVESTIGATION ARISING OUT OF OR
BASED
UPON THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF OTHER
THAN
BEFORE ONE OF THE ABOVE-NAMED COURTS NOR TO MAKE ANY MOTION OR TAKE
ANY
OTHER ACTION SEEKING OR INTENDING TO CAUSE THE TRANSFER OR REMOVAL
OF ANY
SUCH ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR
OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION TO ANY COURT OTHER
THAN
ONE OF THE ABOVE-NAMED COURT WHETHER ON THE GROUNDS OF INCONVENIENT
FORUM
OR OTHERWISE. EACH PARTY HEREBY CONSENTS TO SERVICE OF PROCESS IN
ANY SUCH
PROCEEDING IN ANY MANNER PERMITTED BY DELAWARE LAW, AND AGREES THAT
SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, AT ITS ADDRESS SPECIFIED PURSUANT TO SECTION 7(c) IS REASONABLY
CALCULATED TO GIVE ACTUAL NOTICE PROVIDED THAT THE
PARTY DELIVERING SUCH NOTICE RECEIVES A SIGNED RETURN RECEIPT IN
RESPECT
THEREOF.
EACH OF THE PARTIES HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL
NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO
TRIAL
BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE
OF
ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING
OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE
SUBJECT
MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE
TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING
OR
HEREAFTER ARISING. EACH OF THE PARTIES AGREE AND ACKNOWLEDGE THAT
IT HAS
BEEN INFORMED THAT THIS SECTION 7(f) CONSTITUTES A MATERIAL INDUCEMENT
UPON WHICH THE OTHER PARTIES HERETO ARE RELYING AND WILL RELY IN
ENTERING
INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING HERETO OR
CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART
OR
A COPY OF THIS SECTION 7(f) WITH ANY COURT AS WRITTEN EVIDENCE OF
THE
CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.
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(g)
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Severability.
If any term, provision, covenant or restriction of this Agreement
is held
by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions
set
forth herein shall remain in full force and effect and shall in no
way be
affected, impaired or invalidated, and the parties hereto shall use
their
best efforts to find and employ an alternative means to achieve the
same
or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed
the
remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, void or
unenforceable.
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(h)
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Further
Assurances.
The parties shall execute and deliver all such further instruments
and
documents and take all such other actions as may reasonably be required
to
carry out the transactions contemplated hereby and to evidence the
fulfillment of the agreements herein
contained.
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(i)
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Successors
and Assigns.
All of the terms and provisions of this Agreement shall be binding
upon
and shall inure to the benefit of the parties hereto and their respective
permitted transferees and assigns (each of which transferees and
assigns
shall be deemed to be a party hereto for all purposes hereof); provided,
however, that the Equityholder shall not be able to transfer or assign
its
rights hereunder without the prior written consent of the Company,
which
may be withheld for any or no
reason.
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[SIGNATURE
PAGE
FOLLOWS]
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IN
WITNESS WHEREOF, the Company and the Equityholder have caused this Agreement
to
be executed as the date hereof.
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CRC
ACQUISITION CO. LLC
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| By: | ||
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Name:
Title:
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NET
PERCEPTIONS, INC.
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| By: | ||
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Name: Xxxxx
X. Xxxxx
Title: Chief
Administrative Officer
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Schedule
4(j)
Additional
Disclosure
1. Equity
Compensation Agreement
On
September 22, 2006, the Company entered into an Equity Compensation Agreement
(the “Compensation Agreement”) with Kanders & Company, Inc. (“Kanders &
Company”) for prior consulting, investment banking and advisory services to the
Company in connection with Company’s asset redeployment strategy. As
compensation for such past services, the Company agreed to issue to Kanders
& Company 8,274,000 shares of its common stock, par value $0.0001 per share
(the “Common Stock”). Kanders & Company will receive no cash payment for its
services pursuant to the Compensation Agreement. Pursuant to the terms and
conditions of the Compensation Agreement, the Company granted “demand” and
“piggyback” registration rights to Kanders & Company with respect to the
shares of Common Stock that are issuable under the Compensation Agreement.
The
Compensation Agreement also contains other provisions that are customary for
an
agreement of this type.
2. Consulting
Agreement
On
September 22, 2006, the Company entered into a 5 year consulting agreement
(the
“Consulting Agreement”) with Kanders & Company, the sole stockholder of
which is Xxxxxx X. Xxxxxxx, who is the Company’s current Executive Chairman of
the Board of Directors. Effective with the closing of the Concord Acquisition,
Xx. Xxxxxxx is expected to resign as Executive Chairman of the Company’s Board
of Directors upon being nominated and elected to the position of Non-Executive
Chairman of the Board of Directors. The Consulting Agreement provides that
Kanders & Company will act as a non-exclusive consultant, providing
strategic planning, investment banking services, shareholder relations, capital
market advisory services and the identification of suitable business
opportunities, including strategic alliances or acquisitions.
The
Consulting Agreement provides for Kanders & Company to receive a fee equal
to (i) $500,000 in cash per annum during the term of the Consulting Agreement,
payable monthly, and (ii) 1% of the amount by which the Company’s revenues as
reported in the Company’s Form 10-K, or if no such report is filed by the
Company, as reflected in the Company’s audited financial statements for the
fiscal year in question, exceeds $60,000,000, which shall be payable in shares
of common stock of the Company (the “Stock Fee”). In the event of a
“change-in-control” (as defined in the Consulting Agreement), Kanders &
Company shall be entitled to a one-time lump sum cash payment equal to three
times the average amount Kanders & Company received during the two fiscal
years preceding such “change-in-control,” subject to certain limitations as set
forth in the Consulting Agreement. Upon the death or permanent disability of
Xx.
Xxxxxxx, the Company shall make a one time lump sum cash payment to Kanders
& Company equal to that amount Kanders & Company would be entitled to
receive upon a “change-in-control” or upon payment of the amounts upon the
occurrence of a “change-in-control”, or upon the death or permanent disability
of Xx. Xxxxxxx, the Consulting Agreement shall terminate.
3. Employment
Agreement
On
September 22, 2006, the Company entered into an employment agreement with Xxxxxx
Xxxxxxxx (the “Employment Agreement”), which will become effective on the
closing of the Concord Acquisition, providing for his employment as President
and Chief Executive Officer of the Company for a term of three years from such
losing date, subject to certain termination rights and renewal provisions.
The
Employment Agreement provides that he will receive an annual base salary of
$300,000, subject to annual review by Compensation Committee based on the
performance of Xx. Xxxxxxxx and the Company. In addition, Xx. Xxxxxxxx is
entitled to receive annul and other bonuses as may be determine in the sole
discretion of the Company’s Compensation Committee. The Employment Agreement
also entitles him to participate in the medical, insurance and other fringe
benefit plans or policies the Company may make available to, or have in effect
for, its personnel with commensurate duties from time to time. The Employment
Agreement also provides for (i) effective on closing, the grant of an option
to
purchase 2,491,419 shares of the Company’s Common Stock, at an exercise price of
$0.64 per share of which one half of the total option award shall vest in three
equal installments commencing on the first anniversary of the date of grant;
and
one half of the total option award shall vest upon satisfaction of the
performance targets set forth in the Employment Agreement; and (ii) the grant
of
$3,000,000 of restricted Common Stock of the Company of which (A) $1,000,000
will vest upon achievement of Annual EBITDA of at least $25,000,000 in a fiscal
year of the Company; (B) $1,000,000 will vest upon achievement of Annual EBITDA
of at least $50,000,000 in a fiscal year of the Company; and (iii) $1,000,000
will vest upon achievement of Annual EBITDA of at least $75,000,000 in a fiscal
year of the Company.
Exhibit
I
Equityholder
Lock-Up Agreement
Exhibit
II
Equityholder
Registration Rights Agreement
