Exhibit 10.34
BLUESTONE SOFTWARE, INC.
SECOND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT
THIS SECOND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT is made as of
the 25th day of May, 1999, by and among Bluestone Software, Inc., a Delaware
corporation (the "COMPANY"), the investors listed on SCHEDULE A attached hereto
(the "SERIES A INVESTORS"), the investors listed on SCHEDULE B attached hereto
(the "SERIES B INVESTORS"), the investors listed on SCHEDULE C hereto (the
"SERIES C INVESTORS" and together with the Series A Investors, the Series B
Investors and Xxx Xxxxxx, the "INVESTORS") and the individuals listed on
SCHEDULE D hereto (the "INDIVIDUAL STOCKHOLDERS;" the Individual Stockholders,
together with the Investors, are collectively referred to as the "STOCKHOLDERS,"
and individually referred to as a "STOCKHOLDER").
The Company, the Series A Investors and the Individual Stockholders are
parties to the Series A Preferred Stock Purchase Agreement dated as of April 18,
1997 (the "SERIES A AGREEMENT") relating to the sale of Series A Convertible
Preferred Stock of the Company (the "SERIES A PREFERRED STOCK"). The Company and
Series B Investors are parties to the Series B Preferred Stock Purchase
Agreement dated as of April 23, 1998 (the "SERIES B AGREEMENT") relating to the
sale of Series B Convertible Preferred Stock of the Company (the "SERIES B
PREFERRED STOCK"). The Company and the Series C Investors are parties to the
Preferred Stock Purchase Agreement dated as of May 25, 1999 (the "SERIES C
AGREEMENT" and together with the Series A Agreement and Series B Agreement, the
"PURCHASE AGREEMENTS") relating to the sale of Series C Convertible Preferred
Stock of the Company (the "SERIES C PREFERRED STOCK" and together with the
Series A Preferred Stock and Series B Preferred Stock, the "PREFERRED STOCK").
In consideration for the purchase by the Investors of the Preferred Stock under
the Purchase Agreements, the Stockholders desire to grant the Investors rights
of first refusal and co-sale rights set forth herein. This Second Restated First
Refusal and Co-Sale Agreement amends and restates in its entirety the Restated
First Refusal and Co-Sale Agreement dated as of April 23, 1998 between the
Company and the parties signatory thereto (the "PRIOR AGREEMENT").
INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual
agreements stated below and in the Purchase Agreements, the parties hereby agree
as follows:
1. RIGHT OF FIRST REFUSAL.
1.1 GRANT. The Company and the Investors are hereby each granted a
right of first refusal with respect to any proposed disposition of shares,
directly or indirectly through the disposition of interests in any entity which
directly or indirectly owns such shares, of the Company's Common Stock, $.001
par value per share (the "COMMON STOCK"), or Preferred Stock (collectively
referred to with the Common Stock as the "STOCK") by a Stockholder (or any
permitted transferee of the Stock under paragraph 3.1 hereof, hereafter
collectively included in all references to "STOCKHOLDER"), in the following
order of priority. The Company shall have the first
right to purchase any Stock proposed to be transferred to a third party by a
Stockholder. In the event the Company elects not to exercise its first refusal
rights with respect to all or any portion of such proposed transfer, then the
Company agrees to waive such rights with respect to such portion in favor of the
Investors' first refusal and co-sale rights under this Agreement.
1.2 NOTICE OF INTENDED DISPOSITION. In the event a Stockholder desires
to accept a bona fide third-party offer for the transfer of any or all of the
Stock (the shares subject to such offer to be hereafter called the
"STOCKHOLDER'S TARGET SHARES"), the Stockholder shall promptly deliver to the
Company and each of the Investors written notice of the intended disposition
("STOCKHOLDER'S DISPOSITION NOTICE") and the basic terms and conditions thereof,
including the identity of the proposed purchaser.
1.3 EXERCISE OF RIGHT BY COMPANY.
(a) The Company (or its assignees) shall, for a period of thirty
(30) days following receipt of the Stockholder's Disposition Notice, have the
right to repurchase Stockholder's Target Shares upon substantially the same
terms and conditions specified in the Stockholder's Disposition Notice, subject
to the following conditions. Such right shall be exercisable by written notice
(the "COMPANY'S EXERCISE NOTICE") delivered to the Stockholder and the Investors
prior to the expiration of the thirty (30) day exercise period. If such right is
exercised with respect to all the Stockholder's Target Shares specified in the
Stockholder's Disposition Notice, then the Company (or its assignees) shall
effect the repurchase of such Stockholder's Target Shares, including payment of
the purchase price, not more than five (5) business days after the delivery of
the Company's Exercise Notice; and at such time the Stockholder shall deliver to
the Company the certificates representing the Stockholder's Target Shares to be
repurchased, each certificate to be properly endorsed for transfer. If such
right is exercised with respect to only a portion of the Stockholder's Target
Shares specified in the Stockholder's Disposition Notice, then this right to
repurchase shall be contingent upon the Investors' election to repurchase the
remaining balance of the Stockholder's Target Shares. The Company shall notify
the Investors of its intent to repurchase only a portion of the Stockholder's
Target Shares within the thirty (30) day exercise period specified above. The
Company's repurchase of such Stockholder's Target Shares shall be consummated,
if at all, at the time of the Investors' exercise of their repurchase rights in
accordance with paragraph 1.5 herein. In the event the Investors do not elect to
repurchase the remaining Stockholder's Target Shares, the Company shall be
deemed to have waived its right of first refusal.
(b) Should the purchase price specified in the Stockholder's
Disposition Notice be payable in property other than cash or evidences of
indebtedness, the Company (or its assignees) shall have the right to pay the
purchase price in the form of cash equal in amount to the value of such
property. If the Stockholder and the Company (or its assignees) cannot agree on
such cash value within ten (10) days after the Company's receipt of the
Stockholder's Disposition Notice or otherwise disagree as to the purchase price
attribution to a transfer of Stockholder Target Shares, the valuation shall be
made by an appraiser of recognized standing
-3-
selected by the Stockholder and the Company (or its assignees) or, if they
cannot agree on an appraiser within twenty (20) days after the Company's receipt
of the Stockholder's Disposition Notice, each shall select an appraiser of
recognized standing and the two appraisers shall designate a third appraiser of
recognized standing, and the average of the two appraisals which are closest in
value shall be determinative of such cash value. The cost of such appraisal(s)
shall be shared equally by the Stockholder and the Company. The closing shall
then be held on the later of (i) the fifth business day following the delivery
of the Company's Exercise Notice, or (ii) the fifth business day after such cash
valuation shall have been made.
1.4 NON-EXERCISE OF RIGHT. In the event the Company's Exercise Notice
is not given by the Company to the Stockholder and the Investors within thirty
(30) days following the date of the Company's receipt of the Stockholder's
Disposition Notice, the Company shall be deemed to have waived its right of
first refusal.
1.5 EXERCISE OF RIGHT BY AN INVESTOR. Subject to the rights of the
Company, the Investors shall, for a period (the "INVESTORS' EXERCISE PERIOD") of
the shorter of (i) sixty (60) days from receipt of the Stockholder's Disposition
Notice or (ii) thirty (30) days from receipt of written notice of Company's
election either to waive its right of first refusal or to repurchase only a
portion of the Stockholder's Target Shares, whichever is shorter, have the right
to purchase all, or the remaining balance after the Company's repurchase, of the
Stockholder's Target Shares, upon substantially the same terms and conditions
specified in the Stockholder's Disposition Notice, subject to the following
conditions. Such right shall be exercisable by written notice (the "INVESTORS'
EXERCISE NOTICE") delivered to the Stockholder and the Company prior to the
expiration of the Investors' Exercise Period, and the Investors shall effect the
purchase of such Stockholder's Target Shares, including payment of the purchase
price, not more than five (5) business days after the delivery of the Investors'
Exercise Notice; provided that such five (5) business day period shall be
extended for a period not to exceed forty-five (45) days to permit any Investor
to obtain any regulatory approvals necessary in connection with such purchase;
and at the closing of such purchase the Stockholder shall deliver to the
Investors the certificates representing the Stockholder's Target Shares to be
purchased, each certificate to be properly endorsed for transfer.
1.6 NON-EXERCISE OF RIGHT. Subject to the Investors' co-sale rights
described in Section 2 below, in the event the Company's and Investors' Exercise
Notice with respect to any portion of the Stockholder's Target Shares is not
given to the Stockholder within sixty (60) days following the date of the
Company's and Investors' receipt of the Stockholder's Disposition Notice, the
Stockholder shall have a period of thirty (30) days thereafter in which to
notify the Company and Investors of his intent to sell or otherwise dispose of
the Stockholder's Target Shares to the third-party transferee identified in the
Stockholder's Disposition Notice upon terms and conditions (including the
purchase price) no more favorable to the third-party transferee than those
specified in the Stockholder's Disposition Notice. Thereafter, the Stockholder
shall have an additional thirty (30) days to consummate the sale of the
Stockholder's Target Shares to the identified third-party transferee. The
third-party transferee shall acquire the Stockholder's Target
-4-
Shares free and clear of subsequent rights of first refusal under this section.
In the event the Stockholder does not notify the Investors or consummate the
sale or disposition of the Stockholder's Target Shares within the respective
periods described above, the Company's and Investors' first refusal rights shall
continue to be applicable to any subsequent disposition of the Stockholder's
Target Shares by the Stockholder until such right lapses in accordance with
paragraph 6.1 hereof
1.7 ALLOCATION AMONG INVESTORS. The right of first refusal granted
hereunder to the Investors shall be allocated among such parties pro rata based
on their respective aggregate holdings of Common Stock (giving effect to all
shares of Common Stock issuable upon conversion of the Company's Preferred
Stock).
1.8 PARTIAL EXERCISE OF RIGHT. In the event that the Company and/or
the Investors do not exercise the right of first refusal pursuant to this
Article I with respect to all Stockholder's Target Shares described in a
particular Stockholder's Disposition Notice, then such right shall not apply to
any Stockholder's Target Shares described in such Stockholder's Disposition
Notice.
2. CO-SALE RIGHTS OF INVESTORS.
2.1 NOTICE OF OFFER. The provisions of paragraph 1.2 requiring a
Stockholder to give notice of any intended transfer of the Stock are
incorporated in this Article 2.
2.2 GRANT OF CO-SALE RIGHTS. Subject to Section 2.5, each Investor
shall have the right, exercisable upon written notice delivered to the
Stockholder prior to the expiration of the Investors' Exercise Period, to
participate in the transfer of the Stockholder's Target Shares on the same terms
and conditions as those set forth in the Stockholder's Disposition Notice. To
the extent one or more of the Investors exercise such right of participation,
the number of shares of Stockholder's Target Shares that the Stockholder may
sell in the transaction shall be correspondingly reduced. The right of
participation of each of the Investors shall be subject to the terms and
conditions set forth in this Section 2.2 and Section 2.5.
(a) The shares to be sold by any Stockholder pursuant to this
Article 2 shall be shares of the same class or classes as the shares described
in the Stockholder's Disposition Notice (except that if the shares to be sold
are Preferred Stock, Xxx Xxxxxx shall be entitled to sell shares of Common Stock
pursuant to this Article 2; and if the shares to be sold are Common Stock, the
Stockholder shall be entitled to sell shares of Preferred Stock or Common
Stock).
(b) Subject to paragraph (a), each of the Investors may sell all
or any part of a number of shares of Stock of the Company equal to the product
obtained by multiplying (i) the aggregate number of shares of Stock covered by
the purchase offer by (ii) a fraction the numerator of which is the number of
shares of Preferred Stock of the Company (or, in the case of Xxx Xxxxxx, the
number of shares of Common Stock) at the time owned by the Investor and the
denominator of which is the combined number of shares of Preferred Stock of the
Company at
-5-
the time owned by the Investors (and, in the case of Xxx Xxxxxx, the number of
shares of Common Stock owned by him).
(c) To the extent an Investor elects not to sell the full number
of shares it is entitled to sell pursuant subparagraph (b) above, the other
Investors' rights to participate in the sale shall be increased pro rata by a
corresponding number of shares.
(d) Each of the Investors may effect its participation in the
sale by delivering to the Stockholder for transfer to the purchase offeror one
or xxxx certificates, properly endorsed for transfer, which represent:
(i) the number of shares of Stock which the Investor elects
to sell pursuant to this Section 2.2; or
(ii) that number of shares of Preferred Stock that is at
such time convertible into the number of shares of Common Stock that (x) the
party has elected to sell pursuant to this Section 2.2, if the shares of Stock
covered by the Stockholder's Disposition Notice are Common Stock or (y) would be
issuable upon conversion of the share of Stock of the class or classes covered
by the Stockholder's Disposition Notice, if such shares are other than Common
Stock.
2.3 PAYMENT OF PROCEEDS. The stock certificates which the Investors
deliver to such Stockholder pursuant to Section 2.2 shall be transferred by the
Stockholder to the purchase offeror in consummation of the sale of the Stock
pursuant to the terms and conditions specified in the Stockholder's Disposition
Notice to the Investors, and such Stockholder shall promptly thereafter remit to
each Investor that portion of the sale proceeds to which the Investor is
entitled by reason of its participation in such sale.
2.4 NON-EXERCISE. The exercise or non-exercise of the rights of the
Investors hereunder to participate in one or more sales of Stock made by the
Stockholders shall not adversely affect their rights to participate in
subsequent Stock sales by the Stockholders.
2.5 SALES OF SERIES C PREFERRED STOCK NOT SUBJECT TO CO-SALE RIGHTS.
Notwithstanding anything to the contrary contained herein, sales of the shares
of Series C Preferred Stock shall not be subject to the rights of co-sale of the
Investors set forth in this Section 2, and no Investor shall be entitled to
participate as set forth in this Section 2 in any sale or disposition of Series
C Preferred Stock.
3. EXEMPT TRANSFERS.
3.1 PERMITTED TRANSACTIONS. Notwithstanding the foregoing, the co-sale
and the first refusal rights of the Investors shall not apply to (i) any bona
fide transfer of Stock to the ancestors, descendants, siblings or spouse of a
Stockholder or to trusts for the benefit of such
-6-
persons or (ii) any bona fide transfer of Stock between and among the Investors
or to any subsidiary, parent, partner or affiliate of each such Investor;
provided that the transferee shall furnish the Investors with a written
agreement to be bound by and comply with all provisions of this Agreement. Such
transferred Stock shall remain "Stock" hereunder, and such transferee shall be
treated as a "Stockholder" and/or "Investor," as may be applicable, for the
purposes of this Agreement.
3.2 COMPANY ISSUANCE OR REPURCHASE OR PUBLIC OFFERING. The provisions
of this Agreement shall not apply to the sale or issuance of any Stock (i) in a
transaction primarily to effectuate a reincorporation of the Company in a
different state, (ii) to the public pursuant to a registration statement filed
with, and declared effective by, the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), the gross public
offering price of which is greater than or equal to 150% of then applicable
conversion price of the Series C Preferred Stock and which raises gross proceeds
of $20,000,000 or more in the aggregate, or (iii) to the Company.
4. PROHIBITED TRANSFERS.
4.1 GRANT. In the event a Stockholder should sell, transfer, assign,
convey or dispose of any Stock of the Company, directly or indirectly, in
contravention of the participation rights of the Investors, under this Agreement
(each a "PROHIBITED TRANSFER"), the Investors shall have the put option provided
in Section 4.2.
4.2 INVESTORS PUT OPTION. In the event of a Prohibited Transfer by a
Stockholder, each Investor shall have the option to sell to such Stockholder the
shares of Stock that such Investor would have been entitled to sell had such
Prohibited Transfer been effected in accordance with Section 2 hereof, on the
following terms and conditions:
(a) The price per share at which the shares are to be sold to
the Stockholder shall be equal to the price per share paid by the third party
purchaser or purchasers of the Stockholders' Stock to the Stockholder.
(b) The Investors shall deliver to the Stockholder, within
ninety (90) days after they have received notice from the Stockholder or
otherwise become aware of the Prohibited Transfer, the certificate or
certificates representing shares to be sold, each certificate to be properly
endorsed for transfer.
(c) The Stockholder shall, upon receipt of the certificates
for the repurchased shares, pay the aggregate Section 4.2 purchase price
therefor, by certified check or bank draft made payable to the order of the
Investor exercising such option, and shall reimburse such parties for any
additional expenses, including legal fees and expenses, incurred in effecting
such purchase and resale.
-7-
5. LEGEND REQUIREMENTS.
5.1 LEGEND. Each certificate representing the Stock owned by the
Stockholders shall be endorsed with the following legend:
"THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SECOND RESTATED
FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE REGISTERED HOLDER
(OR HIS PREDECESSOR IN INTEREST), THE COMPANY AND CERTAIN INVESTORS IN
THE CAPITAL STOCK OF BLUESTONE SOFTWARE, INC. A COPY OF SUCH AGREEMENT
IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."
5.2 REMOVAL. The Section 5.1 legend shall be removed upon termination
of this Agreement in accordance with the provisions of Section 6.1.
6. MISCELLANEOUS PROVISIONS.
6.1 TERMINATION. The rights of an Investor under this Agreement and
the correlative obligations of each Stockholder with respect to such Investor
shall terminate at such time as such Investor shall no longer be the owner of
any shares of capital stock of the Company. Unless sooner terminated in
accordance with the preceding sentence, this Agreement shall terminate upon the
occurrence of any one of the following events:
(a) the liquidation, dissolution or indefinite cessation of the
business operations of the Company;
(b) the execution by the Company of a general assignment for
the benefit of creditors or the appointment of a receiver or trustee to take
possession of the property and assets of the Company; or
(c) immediately prior to the closing of a bona fide firm
commitment underwritten public offering of the Company's Common Stock registered
under the Securities Act of 1933 on Form S-1 (or any successor form designated
by the Securities and Exchange Commission), resulting in aggregate gross
proceeds to the Company of at least $20,000,000 at a gross offering price to the
public which is greater than or equal to 150% of then applicable conversion
price of the Series C Preferred Stock.
6.2 NOTICES. Unless otherwise provided, all notices, consents or other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given (i) when delivered
personally, (ii) three business days after being mailed by first class mail,
postage prepaid, or (iii) one business day after being sent by a reputable
overnight delivery service, postage or delivery charges prepaid, to the parties
at
-8-
their respective addresses stated on the signature page of this Agreement.
Notices may also be given by prepaid telegram or facsimile and shall be
effective on the date transmitted if confirmed within 24 hours thereafter by a
signed original sent in the manner provided in the preceding sentence. Any party
may change its address for notice and the address to which copies must be sent
by giving notice of the new addresses to the other parties in accordance with
this Section 6.2, except that any such change of address notice shall not be
effective unless and until received.
6.3 SEVERABILITY. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed and interpreted in such manner as to be effective and valid
under applicable law.
6.4 WAIVER OR MODIFICATION. Any amendment or modification of this
Agreement shall be effective only if evidenced by a written instrument executed
by the Company, 75% in interest of the Investors or their assignees.
6.5 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to the
principles of conflicts of law of any jurisdiction.
6.6 ATTORNEYS' FEES. In the event of any dispute involving the terms
hereof, the prevailing parties shall be entitled to collect legal fees and
expenses from the other party to the dispute.
6.7 FURTHER ASSURANCES. Each party agrees to act in accordance
herewith and not to take any action which is designed to avoid the intention
hereof.
6.8 OWNERSHIP. Each Stockholder represents and warrants that he is the
sole legal and beneficial owner of the shares of stock subject to this Second
Restated First Refusal and Co-Sale Agreement and that no other person has any
interest (other than a community property interest) in such shares.
6.9 SUCCESSORS AND ASSIGNS. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, their respective successors, assigns and legal representatives.
The parties hereto specifically consent to any assignment by the Company in
order to effectuate a change in the state in which the Company is incorporated.
6.10 AGGREGATION OF STOCK. For the purposes of determining the
availability of any rights under this Agreement, the holdings of transferees and
assignees of an individual or a partnership who are spouses, ancestors, lineal
descendants or siblings of such individual or partners or retired partners of
such partnership (including spouses and ancestors, lineal descendants and
siblings of such partners or spouses who acquire Stock by gift, will or
intestate
-9-
succession) shall be aggregated together with the individual or partnership, as
the case may be, for the purpose of exercising any rights or taking any action
under this Agreement.
6.11 ENTIRE AGREEMENT. This Agreement, the Second Restated Investors'
Rights Agreement dated as of May 25, 1999 between the Company and the parties
signatory thereto and the Series C Agreement constitute the entire agreement
with respect to the subject matter hereof among the parties, and no party shall
be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein. This Agreement supersedes the Prior Agreement, which shall be of no
further force or effect.
[SIGNATURE PAGES FOLLOW.]
-10-
SIGNATURE PAGE
SECOND RESTATED FIRST REFUSAL AND
CO-SALE AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Second Restated
First Refusal and Co-Sale Agreement on the day and year indicated above.
BLUESTONE SOFTWARE, INC.
By: /s/ P. Xxxxx Xxxxxx
------------------------------------------
Name: P. Xxxxx Xxxxxx
Title: President
Address: 0000 Xxxxxx Xxxx
Xx. Xxxxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
INVESTORS:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Address: 000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
-11-
SIGNATURE PAGE
SECOND RESTATED FIRST REFUSAL AND
CO-SALE AGREEMENT
THE P/A FUND, L.P.
By: FOSTIN CAPITAL PARTNERS II, L.P.
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
Address: 000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
PATRICOF PRIVATE INVESTMENT CLUB, L.P.
By: APA EXCELSIOR IV PARTNERS, L.P.,
its General Partner
By: PATRICOF & CO. MANAGERS, INC.,
its General Partner
By: /s/ Xxxxxxx X. Case
------------------------------------------
Name: Xxxxxxx X. Case
Title: Vice President
Address: 000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxx xx Xxxxxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
-12-
SIGNATURE PAGE
SECOND RESTATED FIRST REFUSAL AND
CO-SALE AGREEMENT
APA EXCELSIOR IV, L.P.
By: APA EXCELSIOR IV PARTNERS, L.P.,
its General Partner
By: PATRICOF & CO. MANAGERS, INC.,
its General Partner
By: /s/ Xxxxxxx X. Case
-----------------------------------------
Name: Xxxxxxx X. Case
Title: Vice President
Address: 000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxx xx Xxxxxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
XXXXXX & CO. (CAYMAN) LTD., CUST. FOR
APA EXCELSIOR IV/OFFSHORE, L.P.
By: PATRICOF & CO. VENTURES, INC.,
its Investment Advisor
By: /s/ Xxxxxxx X. Case
------------------------------------------
Name: Xxxxxxx X. Case
Title: Managing Director
Address: 000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxx xx Xxxxxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
-13-
SIGNATURE PAGE
SECOND RESTATED FIRST REFUSAL AND
CO-SALE AGREEMENT
/s/ Xxx Xxxxxx
------------------------------------------
XXX XXXXXX
Address: 0000 Xxxxxx Xxxx
Xx. Xxxxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
/s/ Xxxxxx Xxxx
------------------------------------------
XXXXXX XXXX
Address: 00 Xxxxxxxxx Xxxxx
Xxx. 0X
Xxx Xxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
STOCKHOLDER:
/s/ Xxxx Xxxxxx
------------------------------------------
XXXX XXXXXX
Address: 000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile 000-000-0000
-14-
