REGISTRATION RIGHTS AND SHAREHOLDER AGREEMENT
This REGISTRATION RIGHTS AND SHAREHOLDER AGREEMENT (this "Agreement")
is entered into as of July __, 2005 by and among ICOA, Inc., a Nevada
corporation (the "Company"), and the investors listed on Schedule I attached
hereto (collectively, the "Investors").
R E C I T A L S
WHEREAS, the Investors (other than Xxxxx Xxxxxxxx ("Xxxxxxxx") and
Evolve, Adapt Survive, Inc. ("EASI")) have, pursuant to the terms of that
certain Agreement and Plan of Merger, dated as of July __, 2005, by and among
the Company, ICOA Public Services, Inc. and LinkSpot Networks, Inc. (the "Merger
Agreement"), received shares of common stock of the Company (the "Stock");
WHEREAS, the Investors (other than Xxxxxxxx and EASI) have agreed to
assign the right to receive a certain number of their shares of Stock pursuant
to the Merger Agreement to Xxxxxxxx and EASI in exchange for certain brokerage
and investment banking services provided by them through Franklin Court
Partners, and the Company has agreed to consent to such assignment;
WHEREAS, the Investors (other than Xxxxxxxx and EASI) have agreed for a
portion of their shares of Stock to be held in escrow for a period of one (1)
year following the closing date of the Merger Agreement to provide a source for
the satisfaction of indemnifiable claims that may be asserted by ICOA during
such period in accordance with the terms of the Merger Agreement;
WHEREAS, the Company has agreed to grant the Investors certain
registration rights; and
WHEREAS, the Company and the Investors desire to provide for the
registration rights of the Investors, for the assignment of shares of Stock to
Xxxxxxxx and EASI and for the escrow of certain shares of Stock on the terms and
subject to the conditions herein set forth.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement. As used in this Agreement,
the following terms have the respective meanings set forth below:
"Commission": means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act;
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"Escrow Agreement": means the Escrow Agreement dated as of July __,
2005, by and among the Company, ICOA Public Services, Inc., LinkSpot Networks,
Inc. and the Company as escrow agent thereunder.
"Exchange Act": means the Securities Exchange Act of 1934, as amended;
"Holder": means any holder of Registrable Securities;
"Permitted Transferee" means (a) in the case of an Investor that is not
an individual, an Affiliate of such Investor or any member, partner or
stockholder or such Investor, (b) in the case of an Investor that is an
individual, any spouse, ancestor, descendant or other member of such Investor's
immediate family, and any trust for the benefit of such Persons.
"Person": means an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency
or political subdivision thereof;
"register", "registered" and "registration": means a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act (and any post-effective amendments filed or required to be filed)
and the declaration or ordering of effectiveness of such registration statement;
"Registrable Securities": means those shares of Common Stock issued
or issuable pursuant to Article 2 of the Merger Agreement;
"Registration Expenses": means all expenses incurred by the Company in
connection with a registration of Registrable Securities as described in Section
2 hereof, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company, blue sky
fees and expenses and the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company, which shall be paid in any event by the Company);
"Security" and "Securities": shall have the meanings set forth in
Section 2(1) of the Securities Act;
"Securities Act": means the Securities Act of 1933, as amended; and
"Selling Expenses": means all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities.
SECTION 2. REGISTRATION RIGHTS
(a) Company Registration. If (i) at any time after one year from the Closing
Date the Company shall receive from Holders of a majority or more of the
then-outstanding Registrable Securities (the "Initiating Holders") a written
request that the Company effect any registration with respect to all or a part
of the Registrable Securities (a "Demand Registration") or (ii) at any time
after ninety days from the Closing Date the Company shall determine to register
any of its equity securities either for its own account or for the account of
any Persons other than the Investors who, by virtue of agreements with the
Company or otherwise, are entitled to include securities of the Company held by
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them in any such registration, other than a registration relating solely to
employee benefit plans, or a registration relating solely to a Commission Rule
145 transaction, or a registration on any registration form which does not
permit secondary sales or does not include substantially the same information as
would be required to be included in a registration statement covering the sale
of Registrable Securities (a "Piggyback Registration"), the Company will
promptly (x) in the case of a Demand Registration, file with the Commission as
soon as practicable after receipt of the request of the Initiating Holders a
registration statement on Form S-1 (or, if available, on Form S-3) covering the
resale of the Registrable Securities; and (y) in the case of a Demand or
Piggyback Registration, give to all Holders of Registrable Securities written
notice thereof (which shall include a list of the jurisdictions in which the
Company intends to attempt to qualify such securities under the applicable blue
sky or other state securities laws), and include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities that are requested
in writing to be included therein by the Holders within 20 days following
receipt of the Company's notice of such registration.
(b) Expenses of Registration. All Registration Expenses incurred in connection
with any registration, qualification or compliance pursuant to this Section 2
shall be borne by the Company, except that all Selling Expenses shall be borne
by the Holders of the securities so registered pro rata on the basis of the
number of their shares so registered.
(c) Registration Procedures. In the case of each registration effected by the
Company pursuant to this Section 2, the Company will keep the Holders, as
applicable, advised in writing as to the initiation of each registration and as
to the completion thereof. At its expense, the Company will:
(i) cause such registration to be declared effective by the Commission at
the earliest practicable date and keep such registration effective for a period
of 180 days or until the Holders, as applicable, have completed the distribution
described in the registration statement relating thereto, whichever first
occurs, and promptly file such amendments to the registration statement and
prospectus as may be required to comply with the provisions of the Securities
Act and the regulations thereunder;
(ii) furnish such number of prospectuses and other documents incident
thereto as each of the Holders, as applicable, from time to time may reasonably
request;
(iii) use all commercially reasonable efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions;
(iv) cause all such Registrable Securities registered pursuant to this
Section 2 to be listed on each securities exchange and trading system on which
similar securities issued by the Company are then listed;
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(v) provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration;
(vi) notify each Holder of Registrable Securities covered by such
registration at any time when a prospectus relating thereto is required to be
delivered under the Securities Act of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing; and
(vii) if applicable, enter into an underwriting agreement in customary form
with respect to the distribution of the Registrable Securities.
(d) Indemnification.
(i) The Company will indemnify each of the Holders, as applicable, each of
its officers, directors, members and partners (whether retired or currently
serving), and each person controlling each of the Holders, with respect to each
registration which has been effected pursuant to this Section 2, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on (A) any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus, offering circular or other document
(including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(B) any violation by the Company of the Securities Act, the Exchange Act or any
applicable state securities laws, or any rule or regulation thereunder
applicable to the Company, and will reimburse each of the Holders, each of such
Holder's officers, directors, members and partners (whether retired or currently
serving), and each person controlling each of the Holders, each such underwriter
and each person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating and defending any
such claim, loss, damage, liability or action; provided, however, that the
Company will not be liable in any such case to any Holder, to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by such Holder that is stated to be specifically for use therein. Any
amounts to be paid by the Company to any Holder pursuant to this Section 2(f)
shall be so paid by the Company within 30 days after receipt by the Company from
such Holder of appropriate documentation evidencing the incurrence by such
Holder of any amounts to which it is entitled under this Section 2(f).
(ii) Each of the Holders will, if Registrable Securities held by it are
included in the securities as to which such registration, qualification or
compliance is being effected, severally and not jointly indemnify the Company,
each of its directors and officers and each person who controls the Company
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document made by such Holder in writing,
or any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements by such Holder therein
not misleading, and will reimburse the Company and such directors, officers,
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partners, persons or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and
stated to be specifically for use therein; provided, however, that the
obligations of each of the Holders hereunder shall be limited to an amount equal
to the net proceeds to such Holder of securities sold pursuant to such
registration as contemplated herein.
(iii) Each party entitled to indemnification under this Section 2(f) (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have
reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in such action, in which case the
fees and expenses of counsel shall be at the expense of the Indemnifying Party),
and provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 2 unless the Indemnifying Party is materially prejudiced
thereby. No Indemnifying Party, in the defense of any such claim or litigation
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.
(iv) If the indemnification provided for in this Section 2(f) is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion (not to exceed an amount equal to the net proceeds to such
Indemnifying Party of any securities sold as contemplated herein) as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the statements
or omissions which resulted in such loss, liability, claim, damage or expense,
as well as any other relevant equitable considerations. The relative fault of
the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue (or alleged untrue)
statement of a material fact or the omission (or alleged omission) to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
5
(v) The foregoing indemnity agreement of the Company and Holders is subject
to the condition that, insofar as they relate to any loss, claim, liability or
damage made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the Commission at the time the registration
statement in question becomes effective or the amended prospectus filed with the
Commission pursuant to Commission Rule 424(b) (the "Final Prospectus"), such
indemnity or contribution agreement shall not inure to the benefit of any Holder
if a copy of the Final Prospectus was timely furnished to such Holder and was
not furnished to the person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act.
(e) Delay of Registration. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Section 2.
(f) Information by the Holders.
(i) Each of the Holders holding securities included in any registration
shall furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Section 2.
(ii) In the event that, either immediately prior to or subsequent to the
effectiveness of any registration statement, any Holder shall distribute
Registrable Securities to its partners or members (or retired partners or
members) or other Affiliates thereof, such Holder shall so advise the Company
and provide such information as shall be necessary to permit an amendment to
such registration statement to provide information with respect to such
partners, members and/or Affiliates, as selling security holders. Promptly
following receipt of such information, the Company shall file an appropriate
amendment to such registration statement reflecting the information so provided.
Any incremental expense to the Company resulting from such amendment shall be
borne by the Company.
(g) Rule 144 Reporting.
With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of restricted securities
to the public without registration, the Company agrees to:
(i) make and keep public information available as those terms are
understood and defined in Rule 144 under the Securities Act ("Rule 144");
(ii) use its best efforts to file with the Commission in a timely manner
all reports and other documents required of the Company under the Securities Act
and the Exchange Act; and
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(iii) so long as any Holder owns any Registrable Securities, furnish to
such Holder upon request, a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed as such Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing such Holder to sell any such securities without
registration.
(h) Assignment. The registration rights set forth in this Section 2 may be
assigned, in whole or in part, only to Permitted Transferees; provided, however,
that such Permitted Transferee shall, as a condition to the effectiveness of
such assignment, be required to execute a counterpart to this Agreement agreeing
to be treated as an Investor hereunder whereupon such Permitted Transferee shall
have the benefits of, and shall be subject to the restrictions contained in,
this Agreement as if such Permitted Transferee was originally included in the
definition of an Investor herein and had originally been a party hereto.
(i) Termination.
(i) The registration rights set forth in this Section 2 shall not be
available to any Holder if, in the opinion of counsel to the Company, all of the
Registrable Securities then owned by such Holder could be sold in any 90-day
period pursuant to Rule 144 (without giving effect to the provisions of Rule
144(k)), in which case the Company shall remove all restrictive legends on the
certificates representing the Registrable Securities held by such Holder upon
the request of such Holder.
(ii) Notwithstanding anything to the contrary contained herein, this
Agreement shall terminate, and its provisions shall have no force or effect, on
the second anniversary of the date hereof.
(j) Discontinuance. The Investors agree that upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 2(c)(vi),
the Investors will, to the extent appropriate, discontinue their disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until their receipt of the copies of the supplemented or
amended prospectus that shall not include an untrue statement of material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made and, if so directed by the Company, will deliver to the
Company all copies, other than permanent file copies, then in their possession,
of the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.
SECTION 3. TRANSFER RESTRICTIONS
(a) Until one year from the date hereof, no Investor shall sell, give or
transfer any shares of Common Stock other than to its Permitted Transferee in a
transaction which qualifies as an exempt transaction under the Securities Act
and the rules and regulations promulgated thereunder; provided, however, that
such Permitted Transferee shall, as a condition to the effectiveness of such
sale, gift or transfer, be required to execute a counterpart to this Agreement,
whereupon such Permitted Transferee shall have the benefits of, and shall be
subject to the restrictions contained in, this Agreement as if such Permitted
Transferee was originally included in the definition of a Investor herein and
had originally been a party hereto in the same capacity as the transferor.
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SECTION 4. TRANSFER OF RIGHTS TO SHARES OF STOCK; ESCROW OF SHARES OF
STOCK
(a) In consideration of certain brokerage and investment banking services
provided by Xxxxxxxx and EASI through Franklin Court Partners to LinkSpot for
the benefit of the Investors (other than Xxxxxxxx and EASI), each of the
Investors (other than Xxxxxxxx and EASI) does hereby sell, transfer and assign
to Xxxxxxxx and EASI, the right to receive the number of shares of Stock set
forth in the columns on Schedule I attached hereto labeled "Shares to Xxxxx
Xxxxxxxx" and "Shares to Evolve, Adapt Survive, Inc.", respectively, and the
Company does hereby irrevocably consent to such sale, transfer and assignment.
(b) Subject to the terms and conditions set forth in this Agreement and in
Section 2.6(a) of the Merger Agreement, the Company shall issue to the Investors
the number of shares of Stock set forth opposite the name of the respective
Investor in the column on Schedule I attached hereto labeled "Balance of Shares
to Investor".
(c) Each of the Investors (other than Xxxxxxxx and EASI) does hereby acknowledge
that the Merger Agreement and the Escrow Agreement provide for forty percent
(40%) of such Investor's shares of Stock to be held in escrow for a period of
one (1) year following the closing of the Merger Agreement to provide a source
for the satisfaction of indemnifiable claims that may be asserted by ICOA during
such period in accordance with the terms of the Merger Agreement, and that at
the end of such period, the shares of Stock held in escrow will be delivered to
the Investors (other than Xxxxxxxx and EASI), less the number of shares of Stock
having the value of validated and pending claims, if any, determined in
accordance with the Escrow Agreement. Each of the Investors (other than Xxxxxxxx
and EASI) agrees that the number of shares of Stock set forth opposite the name
of the respective Investor in the column on Schedule I attached hereto labeled
"Shares to Escrow" shall be held pursuant to the terms of the Escrow Agreement.
SECTION 5. MISCELLANEOUS
(a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Rhode Island (without giving effect to
the choice of law principles thereof) which are applicable to contracts made and
to be performed entirely within such State.
(b) Section Headings. The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part hereof.
(c) Notices.
(i) All communications under this Agreement shall be in writing and shall
be delivered by hand or facsimile or mailed by a nationally recognized overnight
courier or by registered or certified mail, postage prepaid:
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(A) if to an Investor, at the address or facsimile number of such Investor set
forth on the signature pages to this Agreement, or at such other address or
facsimile number as the Investor may have furnished the Company in writing; and
(B) if to the Company, at ICOA, Inc., 000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000 (Fax:
000-000-0000), marked for the attention of the CFO, with a copy by email to
xxxxxxxxx@xxxxxxxx.xxx, or at such other address, facsimile number or email
address as the Company may have furnished the Investors in writing, with a copy
to Xxxxxx X. Xxxxxx, 0000 Xxxxxxx Xx., Xxx Xxxxxxxxx, XX 00000 (Fax:
000-000-0000), with a copy by email to xxxxxxx@xxxxxxxxxxx.xxx.
(ii) Any notice so addressed shall be deemed to be given: if delivered by
hand or facsimile, with written confirmation of receipt, on the date of such
delivery; if mailed by courier, on the first business day following the date of
such mailing; and if mailed by registered or certified mail, on the third
business day after the date of such mailing.
(d) Successors and Assigns. Subject to Section 2 hereof, this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties.
(e) Entire Agreement; Amendment and Waiver. This Agreement constitutes the
entire understanding of the parties hereto relating to the subject matter hereof
and supersedes all prior agreements or understandings with respect to the
subject matter hereof among such parties. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with,
unless otherwise set forth herein) the written consent of the Company and the
Investors. Notwithstanding the terms of the immediately preceding sentence or
any other provision herein, no such amendment or waiver may: (i) adversely
effect the rights or preferences of any Investor in a manner materially
different from the other Investors without the prior written consent of such
Investor; (ii) increase the potential liabilities or obligations of any Investor
without the prior written consent of such Investor; or (iii) increase the
indemnity obligations of such Investor or decrease the indemnity protections for
such Investor.
(f) Severability. In the event that any part or parts of this Agreement shall be
held illegal or unenforceable by any court or administrative body of competent
jurisdiction, such determination shall not affect the remaining provisions of
this Agreement, which shall remain in full force and effect.
(g) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall be
considered one and the same agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
ICOA, INC.
By:
--------------------------------------------
Xxxxxxx Xxxxxxxxxx, President
INVESTORS
------------------------------------------------
Xxxx X. Xxxxxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
------------------------------------------------
Xxxx Xxxxxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
------------------------------------------------
Xxxx Xxxxx, Jr.
Address:
-----------------------------------
Fax Number:
-----------------------------------
10
------------------------------------------------
Xxxxxx Xxxxxxxxx
Address:
-----------------------------------
------------------------------------
Fax Number:
-----------------------------------
MADAR, Inc. Pension Plan, Xxxx Xxxxxxx, Trustee
By:
------------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
------------------------------------------------
Xxxx X. Xxxxx
Address:
-----------------------------------
------------------------------------
Fax Number:
-----------------------------------
------------------------------------------------
Xxxxxx X. XxXxx and Xxxxxx X. XxXxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
11
-----------------------------------------------
Xxxxx & Xxxxx Xxxxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
Transaction Network Services, Inc.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
Meritage Private Equity Fund II, L.P
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Address:
-----------------------------------
Fax Number:
-----------------------------------
-----------------------------------
12
Meritage Entrepreneurs Fund II, L.P
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
BIG Partners VIII, L.P.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
Xxxxxxx X. Xxxx Revocable Declaration of Trust
Dated 4/11/96
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
13
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Xxxxxx X. Xxxxx and Xxxxx Xxxxxx-Xxxxx,
Joint Tenants
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
Mattbrel LLLP
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
-----------------------------------------------
Xxxxx XxXxxx Xxxxxxxx and
Xxxxxxx Xxxxx Xxxxxxxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
-----------------------------------------------
Xxx Xxxxxxxxxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
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Xxx and Xxxxxx Xxxxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
-----------------------------------------------
Xxxxxxx Xxxxxxxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
-----------------------------------------------
Xxxxx Xxxxxxxx
Address:
-----------------------------------
-----------------------------------
Fax Number:
-----------------------------------
Evolve, Adapt Survive, Inc.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Address:
-----------------------------------
Fax Number:
-----------------------------------
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SCHEDULE I
Investors
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Whole Shares Shares to
per Merger Shares to Xxxxx Evolve, Adapt Balance of Shares
Investor Agreement Shares to Escrow Xxxxxxxx Survive, Inc. to Investor
---------------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx 249,276 99,710 5,263 2,770 141,533
---------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxx 204,610 81,844 4,320 2,273 116,173
---------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxx, Jr. 101,933 40,773 2,152 1,133 57,875
---------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxxx 33,786 13,514 713 375 19,184
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MADAR, Inc. Pension Plan, Xxxx 581,126 232,450 12,268 6,457 329,951
Xxxxxxx, Trustee
---------------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxxx 699,784 279,914 14,773 7,775 397,322
---------------------------------------------------------------------------------------------------------------------------
Xxxxxx X. XxXxx and Xxxxxx X. 675,931 270,372 14,270 7,510 383,779
XxXxx
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Xxxxx & Xxxxx Xxxxx 67,572 27,029 1,427 751 38,365
---------------------------------------------------------------------------------------------------------------------------
Transaction Network Services, Inc. 4,730,102 1,892,041 99,858 52,557 2,685,646
---------------------------------------------------------------------------------------------------------------------------
Meritage Private Equity Fund II, 5,313,425 2,125,370 112,172 59,038 3,016,845
L.P
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Meritage Entrepreneurs Fund II, 92,034 36,814 1,943 1,023 52,254
L.P
---------------------------------------------------------------------------------------------------------------------------
BIG Partners VIII, L.P. 4,270,606 1,708,242 90,157 47,451 2,424,756
---------------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxx Revocable 337,864 135,146 7,133 3,754 191,831
Declaration of Trust Dated 4/11/96
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Xxxxxx X. Xxxxx and Xxxxx 337,864 135,146 7,133 3,754 191,831
Xxxxxx-Xxxxx, Joint Tenants
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Mattbrel LLLP 67,572 27,029 1,427 751 38,365
---------------------------------------------------------------------------------------------------------------------------
Xxxxx XxXxxx Xxxxxxxx and Xxxxxxx 67,572 27,029 1,427 751 38,365
Xxxxx Xxxxxxxx
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Xxx Xxxxxxxxxx 33,786 13,514 713 375 19,184
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Xxx and Xxxxxx Xxxxx 67,572 27,029 1,427 751 38,365
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Xxxxxxx Xxxxxxxx 67,572 27,029 1,427 751 38,365
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Xxxxx Xxxxxxxx n/a n/a n/a n/a 380,003
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Evolve, Adapt Survive, Inc. n/a n/a n/a n/a 200,000
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