EXHIBIT 10.9
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 5,
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1998, is made by and among American Cellular Corporation, a Delaware corporation
(the "Company"), and the parties listed on Exhibit A to this Agreement (the
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"Purchasers").
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RECITALS
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A. Each Purchaser desires to invest in the Company the aggregate sum
set forth opposite each Purchaser's name on Exhibit A through the purchase of
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shares of the Company's Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"), and shares of the Company's Series A Preferred Stock,
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par value $0.01 per share (the "Series A Preferred Stock"). Subject to the
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terms of this Agreement, the Purchasers shall initially purchase an aggregate of
250,000 shares of Class A Common Stock (the "Initial Shares") and shall, at the
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request of the Company, purchase an aggregate of 325,000 shares of Series A
Preferred Stock (the "Committed Shares" and, collectively with the Initial
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Shares, the "Shares"), in each case in the respective amounts set forth opposite
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each Purchaser's name on Exhibit A. The Series A Preferred Stock shall have the
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rights set forth in the form of the Certificate of Designations of the Series A
Preferred Stock of American Cellular Corporation, attached hereto as Exhibit B
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(the "Certificate").
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B. Simultaneously with the execution of this Agreement, the
Purchasers and the Company will enter into (a) the Stockholders Agreement (the
"Stockholders Agreement") in the form attached hereto as Exhibit C, and (b) the
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Registration Rights Agreement (the "Registration Rights Agreement") in the form
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attached hereto as Exhibit D.
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C. This Agreement, the Stockholders Agreement and the Registration
Rights Agreement are being entered into in contemplation of the merger (the
"Merger") of the Company with and into PriCellular Corporation, a Delaware
corporation ("PCC"), pursuant to an Agreement and Plan of Merger to be executed
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by the Company and PCC (the "Merger Agreement"), which provides for, among other
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things, a merger price of $14.00 per share of common stock of PCC.
D. The proceeds from the Purchasers' purchase of the Initial Shares
and the Committed Shares shall be used solely to consummate the Merger, and the
transactions relating thereto, and to pay any Transaction Costs (as defined in
Section 4.2).
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:
ARTICLE I.
ISSUANCE OF SHARES
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Each Purchaser, severally and not jointly, hereby agrees as follows:
1.1. Purchase and Sale of Initial Shares. At the Initial Closing (as
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defined below), the Company shall sell to each Purchaser, and such Purchaser
shall purchase from the Company, the Initial Shares, at a purchase price of $100
per share in the respective amount set forth in Exhibit A. The purchase and
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sale of all the Initial Shares by the Purchasers is referred to herein as the
"Initial Purchase."
1.2. Initial Closing. The closing for the Initial Purchase (the "Initial
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Closing") shall take place upon the 15th day after delivery to each of the
Purchasers of an Initial Funding Notice, executed by an officer of the Company,
which certifies that on the date of such notice, the Company and PCC have
entered into the Merger Agreement. If such 15th day is not a Business Day, the
Initial Closing shall occur on the next succeeding Business Day. As used in
this Agreement, the defined term "Initial Closing" shall refer to both the event
as well as the date of such closing.
1.3. Deliveries at the Initial Closing. At the Initial Closing each
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Purchaser shall deliver to the Company the purchase price for the respective
Initial Shares to be acquired by such Purchaser by wire transfer of immediately
available funds, and the Company shall deliver to such Purchaser one or more
certificates representing its respective Initial Shares, which certificates
shall be duly registered in such name as the Purchaser shall have specified to
the Company prior to the Initial Closing.
1.4. Subsequent Purchase of Committed Shares. Upon receipt by each
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Purchaser of written notice from the Company (the "Drawdown Notice"), stating
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that the Company anticipates that the Merger is reasonably expected to be
consummated within 20 days, such Purchaser shall, within 15 days after its
receipt of the Drawdown Notice, purchase at a purchase price of $1,000 per
share, all of the Committed Shares to be acquired by such Purchaser, as set
forth on Exhibit A. The purchase of all the Committed Shares by all the
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Purchasers is referred to herein as the "Subsequent Purchase," and the
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consummation of the Subsequent Purchase is referred to herein as the "Subsequent
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Closing."
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1.5. Certificate of Designations; HSR Filing. On or prior to the
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Subsequent Closing, (a) the Company shall have duly adopted and filed with the
Secretary of State of the State of Delaware the Certificate, and (b) any waiting
period, if applicable, under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of
1976, as amended (the "HSR Act"), shall have terminated or expired.
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1.6. Deliveries at Subsequent Closing. At the Subsequent Closing:
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1.6.1. The Company shall deliver to each Purchaser one or more
certificates representing its respective Committed Shares;
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1.6.2. The Company shall deliver to each Purchaser a certificate,
executed by the Secretary of the Company, dated the date of the Subsequent
Closing, which certifies the resolutions adopted by the directors of the Company
duly authorizing all transactions contemplated at the Subsequent Closing; and
1.6.3. Each Purchaser shall deliver to the Company the purchase price
for such Purchaser's respective Committed Shares by wire transfer of immediately
available funds.
For purposes of this Agreement, the Initial Closing and Subsequent
Closing are sometimes referred to herein individually as a "Closing" and
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collectively as the "Closings."
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ARTICLE II.
CERTAIN REPRESENTATIONS, WARRANTIES
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AND AGREEMENTS OF THE PURCHASERS
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Each Purchaser, severally and not jointly, hereby represents, warrants and
agrees as follows:
2.1. Transfer Restrictions and Stock Legend.
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2.1.1. Acknowledgment. Such Purchaser understands that (a) a
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transfer of any of the Shares to be purchased by it hereunder will not be valid
unless a Registration Statement under the Securities Act of 1933, as amended
(together with the rules and regulations promulgated thereunder, the "Act") is
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in effect as to such transfer or in the opinion of counsel for the Company such
registration is unnecessary in order for such transfer to comply with the Act;
and (b) such Shares shall bear the legends set forth in the Stockholders
Agreement.
2.1.2. Removal. The Company will remove the restrictive legends
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referenced above upon request of such Purchaser provided that the restrictions
described in such legends are no longer applicable and such Purchaser has
provided the Company with evidence satisfactory to the Company that the
conditions to the termination of such restrictions have been met.
2.2. Securities Unregistered. Such Purchaser acknowledges that it has
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been advised that (a) the Shares to be acquired by it have not been registered
under the Act, (b) such Shares must be held indefinitely, and such Purchaser
must continue to bear the economic risk of the investment in such Shares, unless
such Shares are registered under the Act or an exemption from such registration
is available, (c) when and if such Shares may be disposed of without
registration in reliance on Rule 144 under the Act, such disposition can be made
only in limited amounts in accordance with the terms and conditions of said
Rule 144, and (d) a notation shall be made in the appropriate records of the
Company indicating that such Shares are subject to restrictions on transfer and,
subject to applicable provisions of this Agreement and the Stockholders
Agreement, if the Company engages the services of a stock transfer agent for the
Shares, appropriate stop transfer restrictions will be issued to such transfer
agent with respect to the Shares.
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2.3. Investment Representations. Such Purchaser (a) is acquiring the
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Shares for investment for its own account and not with a view to, or for resale
in connection with, the distribution or other disposition thereof, except in
compliance with applicable laws regulating securities; (b) was not organized for
the purpose of acquiring the Shares; (c) does not have any contract,
undertaking, agreement or arrangement with any Person (as defined below) to
sell, transfer or grant participations to such Person or to any third Person,
with respect to the Shares; (d) is an "Accredited Investor" as that term is
defined in Rule 501 of Regulation D under the Act, (e) has been given the
opportunity to obtain any information or documents relating to, and to ask
questions and receive answers about, the Company and the business and prospects
of the Company which it deems necessary to evaluate the risks and merits related
to its investment in the Shares, and (f) has a financial condition such that it
can afford to bear the economic risk of holding the unregistered Shares for an
indefinite period of time and has adequate means for providing for its current
needs and contingencies. For purposes of this Agreement, "Person" shall mean
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any individual, partnership, limited liability company, corporation, joint
venture, trust, unincorporated organization, or any other entity, or a
government or any department, agency or political subdivision thereof.
2.4. Authority; Authorization; No Conflicts. (i) Such Purchaser has full
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organizational power and authority to enter into this Agreement, the
Stockholders Agreement and the Registration Rights Agreement, that such
agreements have been duly authorized, executed and delivered by it, that all
organizational action on the part of such Purchaser or its shareholders,
partners or members necessary for the authorization, execution, delivery and
performance of such agreements and the consummation of the transactions
contemplated hereby and thereby have been taken, and that such agreements are
the legal valid and binding obligations of such Purchaser, enforceable in
accordance with their respective terms; and (ii) the execution, delivery and
performance by such Purchaser of this Agreement, the Stockholders Agreement and
the Registration Rights Agreement will not result in any violation of and will
not conflict with, or result in a breach of any of the terms of or constitute a
default under, any provision of federal or state law to which such Purchaser is
subject, such Purchaser's governing documents or any mortgage, indenture,
agreement, instrument, judgment, decree, order, rule or regulation or other
restriction to which such Purchaser is a party or by which it is bound or result
in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of
its properties or its other assets.
2.5. Brokers, Intermediaries and Finder's Fees. No finder, broker, agent,
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financial adviser or other intermediary has acted on behalf of such Purchaser in
connection with the purchase of the Shares to be acquired by it pursuant to this
Agreement or the negotiation or consummation of this Agreement.
2.6. Survival of Purchaser' Representations and Warranties. The
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representations and warranties set forth in this Article 2 shall survive the
Closings.
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ARTICLE III.
CERTAIN REPRESENTATIONS, WARRANTIES
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AND AGREEMENTS OF THE COMPANY
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The Company represents and warrants to the Purchasers as follows:
3.1. Organization, Standing, etc. The Company is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to own
and operate its properties and its other assets and to carry on its business as
currently conducted, and to enter into this Agreement, the Registration Rights
Agreement and the Stockholders Agreement. Attached hereto as Schedule 3.1A is a
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complete and correct copy of the Certificate of Incorporation of the Company,
and all amendments thereto, as the Certificate of Incorporation will be in
effect at the Initial Closing, and attached hereto as Schedule 3.1B is a
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complete and correct copy of the By-laws of the Company as they will be in
effect at the Initial Closing. Except for the Certificate, as of the Initial
Closing, no further amendment or modification of the Certificate of
Incorporation or By-laws of the Company not set forth in Schedule 3.1A or
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Schedule 3.1B has been authorized by the stockholders or Board of Directors of
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the Company or is otherwise contemplated by the Company. As of the Initial
Closing, the Company holds no equity interest in any Person. Since the date of
its incorporation, the Company has not engaged in any activities other than in
connection with negotiating the terms of the Merger Agreement and the
transactions contemplated thereby and in connection with arranging the financing
required to consummate the Merger and the other transactions contemplated by the
Merger Agreement.
3.2. Qualification. The Company is duly qualified or licensed and in good
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standing as a foreign corporation authorized to transact business in each
jurisdiction where the conduct of its business or the ownership of its
properties or other assets requires such qualification and the failure to be so
qualified or licensed would have a material adverse effect on the assets,
condition or business of the Company.
3.3. Authorization; No Conflicts. All corporate action on the part of the
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Company, its directors and stockholders necessary for the authorization,
execution, delivery and performance by the Company of this Agreement, the
Stockholders Agreement and the Registration Rights Agreement and for the
authorization, offer, issuance and delivery of the Initial Shares has been taken
and with respect to the Committed Shares, will be taken on or prior to the
Subsequent Closing. Prior to the Subsequent Closing, the Company shall duly
adopt and file the Certificate with the Secretary of State of Delaware. Each of
this Agreement, the Stockholders Agreement and the Registration Rights Agreement
has been duly authorized, executed and delivered by the Company and each such
agreement is the valid and binding obligation of the Company, enforceable in
accordance with its terms. The execution, delivery and performance by the
Company of this Agreement, the Stockholders Agreement and the Registration
Rights Agreement, and the offer, issuance and delivery of the Shares will not
result in any violation of, and will not conflict with or result in a breach of,
any of the terms of, or constitute a default under, any provision of federal or
state law to which the Company or any of its properties or its other assets is
subject, the Company's Certificate of Incorporation (upon filing of the
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Certificate), the Company's By-laws or any mortgage, indenture, instrument or
material agreement, or judgment, decree, order, rule or regulation or other
restriction to which the Company is a party or by which it is bound or result in
the creation of any mortgage, pledge, lien, encumbrance or charge upon any of
its properties or its other assets.
3.4. Capitalization. The authorized capital stock of the Company consists
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of 500,000 shares of common stock and 1,000,000 shares of preferred stock. Two
classes of Common Stock have been authorized, being 475,000 shares of Class A
Common Stock and 25,000 shares of Class B Common Stock. At the Initial Closing,
no option, warrant or other right for the purchase of any shares of capital
stock, or any security convertible or exchangeable therefor, of the Company is
outstanding, except as contemplated by this Agreement and the Stockholders
Agreement. All of the issued and outstanding shares of capital stock of the
Company have been offered, issued and sold in compliance with the Act and all
applicable state securities laws.
3.5. Authority and Validity of Issuance of Shares. The Shares, when
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issued and delivered in accordance with the terms hereof, will be duly
authorized and validly issued, fully paid and nonassessable and free of
preemptive rights.
3.6. The Offering. Neither the Company nor anyone acting on behalf of the
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Company has directly or indirectly offered the Shares to be delivered to the
Purchasers, any part thereof, or any similar security of the Company for
delivery to, or solicited any offer from, anyone other than the Purchasers and
other investors to whom such offers can be made without requiring the
registration of the Shares under the Act or state securities laws.
3.7. Consents. No consent, approval, order or authorization of, or
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registration, qualification, designation, declaration or filing with, any Person
is required in connection with the offer, sale or issuance of the Shares, or the
consummation of any other transaction contemplated hereby, other than filings
pursuant to state and federal securities laws and the HSR Act and the filing of
the Certificate with the Secretary of State of the State of Delaware.
3.8. Brokers, Intermediaries and Finder's Fees. No finder, broker, agent,
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financial adviser or other intermediary has acted on behalf of the Company in
connection with the offering of the Shares pursuant to this Agreement or the
negotiation or consummation of this Agreement. The Company hereby agrees to
indemnify and to hold the Purchasers harmless of any claim, demand, liability or
action for any commission or compensation in the nature of a finder's, broker's,
advisory or placement fee payable to any Person for which the Company or any of
its respective officers, directors, employees, partners, stockholders, agents or
representatives are responsible and for the costs and expenses of defending
against such liability or asserted liability.
3.9. Registration Rights. Other than pursuant to the Stockholders
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Agreement and the Registration Rights Agreement, the Company is not, as of the
Initial Closing, under any obligation to register under the Act or state
securities laws any of its then outstanding securities or any of its securities
that may subsequently be issued pursuant to any then existing convertible or
exercisable securities.
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3.10. Stockholders Agreements. Other than pursuant to this Agreement, the
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Stockholders Agreement and agreements with employees or prospective employees of
the Company, as of the Initial Closing, there are no agreements among the
Company and any of the Company's stockholders, in their capacities as such, or,
to the knowledge of the Company, among any of the Company's stockholders.
3.11. Other Equity Securities. The Company has not issued or agreed to
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issue any equity securities to any Person except (i) to the Purchasers as
contemplated by this Agreement and (ii) issuances of equity securities
(including rights to purchase equity securities) to employees or prospective
employees of the Company on terms and conditions set forth on Schedule 3.11 (as
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such terms and conditions as may be amended from time to time in accordance with
the Stockholders Agreement) or otherwise in accordance with the Stockholders
Agreement.
ARTICLE IV.
COVENANTS OF THE COMPANY AND THE PURCHASERS
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4.1. Other Purchases; Most Favored Nation. Prior to the Merger, the
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Company will not issue any equity securities to any Person, except for (i)
issuances of Class A Common Stock and Series A Preferred Stock on the same terms
and at the same price or a greater price as the Initial Shares are being issued,
or the Committed Shares will be issued, pursuant to this Agreement, (ii)
issuances of equity securities (including rights to purchase equity securities)
to employees or prospective employees of the Company on terms set forth on
Schedule 3.11 (as such terms may be amended from time to time in accordance with
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the Stockholders Agreement) or (iii) issuances in accordance with the
Stockholders Agreement; provided that the Company may issue Class A Common Stock
and Series A Preferred Stock at a lesser price than the Class A Common Stock and
Series A Preferred Stock, as the case may be, if the Company pays the Purchasers
the difference between the price paid pursuant to this Agreement and such lower
price multiplied by the number of Initial Shares or Committed Shares, as the
case may be, purchased by them.
4.2. Fees and Expenses; Break-Up Fees. The Purchasers agree that the
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Company may pay all fees and expenses incurred by or on behalf of the Company in
connection with this Agreement, the Merger Agreement or the transactions
contemplated hereby or thereby, including, without limitation, the fees and
expenses of counsel, accountants, consultants, financial advisors, any costs
relating to the settlement or litigation of any disputes and other
administrative costs ("Transaction Costs"). Each Purchaser shall be entitled to
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receive from the Company its pro rata, based on such Purchaser's dollar
investments in the Company at the Initial Closing, share of the net amount of
any break-up fee or damages received by the Company as a result of a breach or
termination of the Merger Agreement.
4.3. Publicity. Except as required by applicable law, the Company shall
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at no time use the name of any Purchaser or of any of its respective Affiliates
in any press release or public statement without obtaining the prior written
consent of such Purchaser. If such disclosure is required by applicable law,
then the Company shall inform such Purchaser prior to such disclosure.
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ARTICLE V.
MISCELLANEOUS
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5.1. Termination. This Agreement may be terminated and the transactions
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contemplated hereby may be abandoned at any time:
5.1.1. by either the Company or any Purchaser (as to itself but not
other Purchasers), if by March 9, 1998, Persons agreeing hereunder to purchase
an aggregate of at least $25 million in Series A Common Stock and $325 million
in Series A Preferred Stock have not then yet executed this Agreement;
5.1.2. by either the Company or any Purchaser (as to itself but not
other Purchasers) if the Merger Agreement shall not have been entered into by
March 9, 1998; or
5.1.3. by either the Company or any Purchaser (as to itself but not
other Purchasers) if the Merger Agreement shall have been terminated.
5.2. Effect of Termination. In the event of the termination of this
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Agreement pursuant to Section 5.1, the Purchasers shall have no obligation to
purchase the Committed Shares and this Agreement shall otherwise forthwith
become void, and except for this Section 5.2, there shall be no liability on the
part of any party. Upon the termination of this Agreement, the Company shall be
dissolved and liquidated in accordance with Section 7.3 of the Stockholders
Agreement.
5.3. No Assignment; Effect of Merger. No party may assign any of its
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rights or obligations under this Agreement without the prior written consent of
the other parties hereto, except as permitted under the Stockholders Agreement.
Nothing expressed or referred to in this Agreement will be construed to give any
Person other than the parties to this Agreement any legal or equitable right,
remedy or claims under or with respect to this Agreement or any provision of
this Agreement (other than a Person which has incurred Transaction Costs).
Following consummation of the Merger, the term "Company" shall refer to the
surviving corporation of the Merger.
5.4. Survival. The representations and warranties made by the parties
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shall survive the Closings. Except as otherwise expressly provided herein, the
respective covenants of the parties hereto shall survive until the later of such
time as all of the Shares cease to be outstanding or the termination of the
Stockholders Agreement in accordance with its terms. All statements as to
factual matters contained in any certificate or exhibit delivered by or on
behalf of the Company pursuant hereto shall be deemed to be the representations
and warranties of the Company hereunder as of such date of such certificate or
exhibit.
5.5. Delays or Omissions. No delay or omission to exercise any right,
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power or remedy accruing to a party, upon any breach or default of the other
party under this Agreement, shall impair any such right, power or remedy of the
party nor shall it be construed to be a waiver of any such breach or default, or
an acquiescence therein, or of any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of
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any other breach or default theretofore or thereafter occurring. All remedies,
either under this Agreement, or by law or otherwise afforded to any holder,
shall be cumulative and not alternative.
5.6. Notices. Any notice required or permitted hereunder shall be given
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in writing and shall be conclusively deemed effectively given (a) upon personal
delivery to the person to be notified, (b) when sent by confirmed facsimile if
sent during normal business hours of the recipient; if not, then on the next
business day, (c) five (5) days after deposit in the United States mail, by
registered or certified mail, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt addressed as follows:
(a) If to the Company, to:
American Cellular Corporation
c/o Spectrum Equity Investors II, L.P.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Phone: 650/000-0000
Fax: 650/000-0000
Attn: Xxxxx Xxxxxxxxx
with a copy to:
Xxxxxx & Xxxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Phone: 415/000-0000
Fax: 415/000-0000
Attn: Xxxxx X. Xxxxx, Esq.
or at such other addresses as the Company shall have specified by
notice in writing to Purchasers; and
(b) If to a Purchaser, delivered to the addresses set forth on the
signature page hereto or at such other addresses as such Purchaser
shall have specified by notice in writing to the Company.
5.7. Entire Agreement; Amendment. This Agreement and the documents
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referred to herein constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof 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. Neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.
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5.8. Specific Performance. Each Purchaser and the Company acknowledges
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that any violation of this Agreement will result in irreparable injury to the
non-breaching party, the exact amount of which will be difficult to ascertain,
and that the remedies at law for any such violation would not be reasonable or
adequate compensation to the non-breaching party for such a violation.
Accordingly, each Purchaser and the Company agrees that if any of the Purchasers
and/or the Company violates any provision of this Agreement, in addition to any
other remedy which may be available at law or in equity, the non-breaching party
shall be entitled to specific performance and injunctive relief, without posting
bond or other security, and without the necessity of proving actual damages.
5.9. Severability. In the event that any provision of this Agreement
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becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without such provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this agreement to any party.
5.10. Cross-References; Titles and Subtitles. Unless expressly indicated
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to the contrary, all references in this Agreement to enumerated Articles,
Sections, Schedules and Exhibits are to the respective Articles and Sections of,
and Schedules and Exhibits to, this Agreement. All such Schedules and Exhibits
are integral parts of this Agreement. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
5.11. Non-Business Days. If the last day for performance of any act or
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the exercising of any right, as provided in this Agreement, shall not be a
Business Day, such act may be performed or right exercised on the next
succeeding Business Day, with the same force and effect as if done on the
nominal day provided in this Agreement. For purposes of this Agreement,
"Business Day" means a day other than a Saturday, Sunday or legal holiday or a
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day on which banking institutions in New York City are required or authorized by
law to close.
5.12. Applicable Law. The laws of the State of Delaware shall govern the
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interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of conflicts of
law.
5.13. Attorneys' Fees. If any legal action or any arbitration or other
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proceeding is brought for the enforcement of this Agreement, the successful or
prevailing party shall be entitled to recover reasonable attorneys' fees and
other costs incurred in that action or proceeding, in addition to any other
relief to which it may be entitled.
5.14. Counterparts; Effectiveness. This Agreement may be executed in any
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number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument. This
Agreement shall become a legally binding and effective obligation of each
Purchaser upon such Purchaser's execution and delivery of this Agreement and the
execution and delivery of the Merger Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
THE COMPANY:
AMERICAN CELLULAR CORPORATION,
a Delaware corporation
By: /s/Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Chairman and CEO
Address: 000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx Xxxxxxxxx
THE STOCKHOLDERS:
SPECTRUM EQUITY INVESTORS II, L.P.,
a Delaware limited partnership
By: Spectrum Equity Associates II, L.P., its Managing General Partner
Name: /s/Xxxxx Xxxxxxxxx
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Title: Managing General Partner
Address: 000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx Xxxxxxxxx
PROVIDENCE EQUITY PARTNERS L.P.,
a Delaware limited partnership
By: PROVIDENCE EQUITY PARTNERS, L.L.C.,
its general partner
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Name: ________________
Title: _______________
Address: 00 Xxxxxxx Xxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxx
Xxxx Xxxxxx
TANDEM WIRELESS INVESTMENTS, L.P.,
a Delaware limited partnership
By: LIVE CYCLES HOLDINGS CO.
Its General Partner
By: /s/ Xxxx XxXxxxxx
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Xxxx XxXxxxxx
Title: Vice President and Secretary
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Title: President
21st CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By: /s/ Xx Xxxxxxxxx
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Name: Xx Xxxxxxxxx
Title: President
Address: 000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx
21st CENTURY COMMUNICATIONS T-E, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By: /s/ Xx Xxxxxxxxx
----------------
Name: Xx Xxxxxxxxx
Title: President
Address: 000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx
21st CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By: /s/ Xx Xxxxxxxxx
----------------
Name: Xx Xxxxxxxxx
Title: President
Address: 000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx
SANDLER CAPITAL PARTNERS IV, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By: /s/ Xx Xxxxxxxxx
----------------
Name: Xx Xxxxxxxxx
Title: President
Address: 000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
Attention:
SANDLER CAPITAL PARTNERS IV, FTE, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By: /s/ Xx Xxxxxxxxx
----------------
Name: Xx Xxxxxxxxx
Title: President
Address: 000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx
TRIUMPH PARTNERS III, L.P.,
a Delaware limited partnership
By: Triumph III Advisors, L.P.
General Partner
By: Triumph III Advisors, Inc.
General Partner
By: /s/ Xxxxxxx X. Xxxx
-------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
TRIUMPH III INVESTORS, L.P.,
a Delaware limited partnership
By: Triumph III Advisors, Inc.
General Partner
By: /s/ Xxxxxxx X. Xxxx
-------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
TORONTO DOMINION INVESTMENTS, INC.,
a Delaware corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
Address: 000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
FIRST UNION CAPITAL PARTNERS, INC.,
a Virginia corporation
By: /s/ X.X. Xxxxxxx III
--------------------
Name: X.X. Xxxxxxx III
Title: Senior Vice President
Address: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. 00000
Fax: (000) 000-0000
Attention: Xxxxx Xxxxxxx
HARBOURVEST PARTNERS V - Direct Fund L.P.,
a Delaware limited partnership
By: HVP V - Direct Associates LLC
its General Partner
By: HARBOURVEST PARTNERS, LLC
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Address: Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 0000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx
INFORMATION ASSOCIATES, L.P.
By: TRIDENT CAPITAL MANAGEMENT, L.L.C.
its general partner
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: President
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxx Xxxxx
INFORMATION ASSOCIATES-II, L.P.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: President
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxx Xxxxx
IA-II AFFILIATES FUND, L.L.C.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: President
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxx Xxxxx
INFORMATION ASSOCIATES, C.V.
By: TRIDENT CAPITAL MANAGEMENT, L.L.C.
its investment general partner
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: President
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxx Xxxxx
TRIDENT CAPITAL MANAGEMENT-II, L.L.C.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: President
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxx Xxxxx
WESTPOOL INVESTMENT TRUST,
a limited company organized under the laws
of England and Wales
By: /s/ Xxxxxx X. Rayne
-------------------
Name: Xxxxxx X. Rayne
Title: Director
Address: c/o London Merchant Securities plc
Carlton House
00 Xxxxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxx XXX0XX
Fax: 000-00-000-000-0000
Attention: Xxx. Xxxxxx X. Rayne
Xxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxx
Xxxx XxxXxxxx
SG CAPITAL PARTNERS, LLC
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Elan Xxxxxxx
XXXXXXX XXXXX KECALP L.P. 1997,
a Delaware limited partnership
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
Address: World Financial Center
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
KECALP, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
Address: World Financial Center
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
XXXXX FAMILY TRUST dated 1/6/89,
a California family trust
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Trustee
Address: 00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
LION INVESTMENTS LIMITED,
a limited company organized under the laws
of England and Wales
By: /s/ Xxxxxx X. Rayne
-------------------
Name: Xxxxxx X. Rayne
Title: Director
Address: c/o London Merchant Securities plc
Carlton House
00 Xxxxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxx XXX0XX
Fax: 000-00-000-000-0000
Attention: Xxx. Xxxxxx X. Rayne
Xxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxx
Xxxx XxxXxxxx
GENERATION CAPITAL PARTNERS L.P.
By: Generation Partners L.P.,
its General Partner
By: Generation Capital Company LLC
its General Partner
By: /s/ Xxxx Xxxxxxx
----------------
Xxxx Xxxxxxx
Managing Director
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Attention: Xxxx Xxxxxxx
STATE BOARD OF ADMINISTRATION OF FLORIDA
By: Generation Partners L.P.,
its General Partner
By: Generation Capital Company LLC
its General Partner
By: /s/ Xxxx Xxxxxxx
----------------
Xxxx Xxxxxxx
Managing Director
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Attention: Xxxx Xxxxxxx
GENERATION PARALLEL MANAGEMENT PARTNERS L.P.
By: Generation Partners L.P.,
its General Partner
By: Generation Capital Company LLC
its General Partner
By: /s/ Xxxx Xxxxxxx
----------------
Xxxx Xxxxxxx
Managing Director
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Attention: Xxxx Xxxxxxx
GENERATION PARTNERS
By: ___________________________
Name: _____________________
Title: ______________________
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
Attention: Xxxx Xxxxxxx
By: /s/ Xxxx Xxxxx
--------------
Name: XXXX X. XXXXX
Address: 000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
By: /s/ Xxxxx XxXxxxxx
------------------
Name: XXXXX XxXXXXXX
Address: 0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), dated as of
March 31, 1998, is made by and among American Cellular Corporation, a Delaware
corporation (the "Company"), and the parties listed on Exhibit A to this
---------
Amendment (the "Purchasers").
W I T N E S S E T H:
-------------------
WHEREAS, the Company and the Purchasers are parties to the Stock Purchase
Agreement, dated as of March 5, 1998 (the "Agreement"; to which reference is
made for the definition of all capitalized terms used herein without
definition); and
WHEREAS, the Company and the Purchasers wish to amend the Agreement to (i)
reduce the per share purchase price of each Committed Share and increase the
number of Committed Shares so that the total purchase price of all Committed
Shares remains $325,000,000 and (ii) provide for an interim purchase by the
Purchasers of $10,000,000 of the Committed Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
Company and the Purchasers each hereby agree as follows:
SECTION 1. Recitals. The second sentence in paragraph A of the Recitals
--------
is hereby deleted in its entirety and replaced with the following:
"Subject to the terms of this Agreement, the Purchasers shall initially
purchase an aggregate of 250,000 shares of Class A Common Stock (the
"Initial Shares") and shall, at the request of the Company, purchase in one
---------------
or more installments as contemplated by Section 1.4 an aggregate of
3,250,000 shares of Series A Preferred Stock (the "Committed Shares" and,
----------------
collectively with the Initial Shares, the "Shares"), in each case in the
------
respective amounts set forth opposite each Purchaser's name on Exhibit A."
---------
SECTION 2. Section 1.4. Section 1.4 of the Agreement is hereby deleted in
-----------
its entirety and replaced with the following:
"1.4. Subsequent Purchases of Committed Shares.
----------------------------------------
(a) Upon receipt by each Purchaser of written notice from the Company, such
Purchaser shall within 15 days after its receipt of such notice, purchase
at a purchase price of $100 per share, its pro rata portion of $10,000,000
of the Committed Shares, as determined in accordance with Exhibit A. For
---------
purposes of this Agreement, the purchase of $10,000,000 of Committed Shares
by all the Purchasers pursuant to this Section 1.4(a) is referred to herein
as the "Interim Purchase,"
----------------
(b) Upon receipt by each Purchaser of written notice from the Company (the
"Drawdown Notice"), stating that the Company anticipates that the Merger is
---------------
reasonably expected to be consummated within 20 days, such Purchaser shall,
within 15 days after its receipt of the Drawdown Notice, purchase at a
purchase price of $100 per share, all of the Committed Shares to be
acquired by such Purchaser, as set forth on Exhibit A, less the number of
---------
Committed Shares purchased by such Purchaser in the Interim Purchase
pursuant to Section 1.4(a).
For purposes of this Agreement, the purchase of Committed Shares by all the
Purchasers pursuant to Section 1.4(b) is each referred to herein as the
"Final Purchase," and the consummation of each of the Interim Purchase and
---------------
the Final Purchase is individually referred to herein as a "Subsequent
----------
Closing." References to the "Subsequent Closing" in this Agreement shall
-------
refer to the closing of the Interim Purchase and the Final Purchase with
equal effect.
SECTION 3. Section 3.4. The first sentence in Section 3.4 of the
-----------
Agreement is hereby deleted in its entirety and replaced with the following:
"The authorized capital stock of the Company consists of 500,000
shares of common stock and 5,000,000 shares of preferred stock."
SECTION 4. Exhibits. Exhibit A of the Agreement is replaced with Exhibit
-------- --------- -------
A attached hereto.
-
SECTION 5. Reference to and Effect on the Agreement.
----------------------------------------
(a) On and after the date hereof, each reference in the Agreement to "this
Agreement", "hereunder", "hereof", "therein", or words of like import shall mean
and be a reference to the Agreement as amended hereby. No reference to this
Amendment need be made in any instrument or document at any time referring to
the Agreement, a reference to the Agreement in any of such to be deemed to be a
reference to the Agreement as amended hereby.
(b) Except as expressly amended by this Amendment, the Agreement shall
remain in full force and effect.
SECTION 6. Governing Law. This Amendment shall be governed by and
-------------
construed in accordance with the internal laws of the State of Delaware
applicable to contracts made and to be performed entirely within such State,
without regard to the conflicts of law principles of such State.
SECTION 7. Counterparts. This Amendment may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Stock
Purchase Agreement to be executed as of the date first above written.
SPECTRUM EQUITY INVESTORS II, L.P.,
a Delaware limited partnership
By: Spectrum Equity Associates II, L.P.,
its managing general partner
By: /s/ Xxxxx Xxxxxxxxx
------------------------------
Xxxxx Xxxxxxxxx,
Managing General Partner
PROVIDENCE EQUITY PARTNERS L.P.,
a Delaware limited partnership
By: Providence Equity Partners, L.L.C.,
its general partner
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------
Xxxxxxxx Xxxxxx
President
TANDEM WIRELESS INVESTMENTS, L.P.
By: Live Cycles Holding Co.,
its general partner
By: /s/ Xxxx X. XxXxxxxx
------------------------------
Xxxx X. XxXxxxxx,
Vice President and Secretary
By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Xxxxxx Xxxxxxxx
President
3
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
its general partner
By: Sandler Capital Management,
its general partner
By: MJDM Corp.,
its general partner
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx,
President
21ST CENTURY COMMUNICATIONS T-E, L.P.
By: Sandler Investment Partners, L.P.,
its general partner
By: Sandler Capital Management,
its general partner
By: MJDM Corp.,
its general partner
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx,
President
4
21ST CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.,
By: Sandler Investment Partners, L.P.,
its general partner
By: Sandler Capital Management,
its general partner
By: MJDM Corp.,
its general partner
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx,
President
SANDLER CAPITAL PARTNERS IV, L.P.
By: Sandler Investment Partners, L.P.,
its general partner
By: Sandler Capital Management,
its general partner
By: MJDM Corp.,
its general partner
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx,
President
SANDLER CAPITAL PARTNERS IV, FTE, L.P.
By: Sandler Investment Partners, L.P.,
its general partner
By: Sandler Capital Management,
its general partner
By: MJDM Corp.,
its general partner
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxxx,
President
5
TRIUMPH PARTNERS III, L.P.,
a Delaware limited partnership
By: Triumph III Advisors, L.P.,
its general partner
By: Triumph III Advisors, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Xxxxxxx X. Xxxx,
Managing Director
TRIUMPH III INVESTORS, L.P.,
a Delaware limited partnership
By: Triumph III Advisors, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Xxxxxxx X. Xxxx,
Managing Director
TORONTO DOMINION INVESTMENTS, INC.,
a Delaware corporation
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Xxxxxx Xxxxxxx,
Vice President
FIRST UNION CAPITAL PARTNERS, INC.,
a Virginia corporation
By: /s/ X.X. Xxxxxxx III
---------------------------------------
X.X. Xxxxxxx III,
Senior Vice President
6
HARBOURVEST PARTNERS V - DIRECT FUND L.P.,
a Delaware limited partnership
By: HVP V - Direct Associates, LLC,
its general partner
By: HarbourVest Partners, LLC,
its managing member
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxxx,
Managing Director
INFORMATION ASSOCIATES, L.P.
By: Trident Capital Management, L.L.C.,
its general partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx,
President
INFORMATION ASSOCIATES-II, L.P.
By: Trident Capital Management, L.L.C.,
its general partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx,
President
IA-II AFFILIATES FUND, L.L.C.
By: Trident Capital Management, L.L.C.,
its general partner
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxxx,
President
7
INFORMATION ASSOCIATES, C.V.
By: Trident Capital Management, L.L.C.,
its general partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx,
President
TRIDENT CAPITAL MANAGEMENT-II, L.L.C.
By: Trident Capital Management, L.L.C.,
its general partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx,
President
WESTPOOL INVESTMENT TRUST, a limited liability
company organized under the laws of England and
Wales
By: /s/ Xxxxxx X. Rayne
---------------------------------
Xxxxxx X. Rayne,
Director
LION INVESTMENT LIMITED, a limited liability
company organized under the laws of England and
Wales
By: /s/ Xxxxxx X. Rayne
---------------------------------
Xxxxxx X. Rayne,
Director
8
SG CAPITAL PARTNERS, LLC
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx,
Managing Director
XXXXXXX XXXXX KECALP L.P. 1997,
a Delaware limited partnership
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx,
Managing Director
KECALP, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx,
Managing Director
XXXXX FAMILY TRUST DATED 1/6/89,
a California family trust
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx,
Trustee
/s/ Xxxx Xxxxx
------------------------------------
XXXX XXXXX,
an Individual
/s/ Xxxxx XxXxxxxx
------------------------------------
XXXXX XxXXXXXX,
an Individual
9
GENERATION CAPITAL PARTNERS L.P.
By: Generation Partners L.P.,
its general partner
By: Generation Capital Company LLC,
its general partner
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx,
Managing Director
GENERATION PARALLEL
MANAGEMENT PARTNERS L.P.
By: Generation Partners L.P.,
its general partner
By: Generation Capital Company LLC,
its general partner
By: /s/ Xxxx Xxxxxxx
------------------------
Xxxx Xxxxxxx,
Managing Director
STATE BOARD OF
ADMINISTRATION OF FLORIDA
By: Generation Partners L.P.,
its general partner
By: Generation Capital Company LLC,
its general partner
By: /s/ Xxxx Xxxxxxx
------------------------
Xxxx Xxxxxxx,
Managing Director
10
