EXHIBIT 10.9
CYPRESS COMMUNICATIONS, INC.
Series A Preferred Stock Purchase Agreement
This Series A Preferred Stock Purchase Agreement (the "Agreement") is
entered into as of July 15, 1997, by and among CYPRESS COMMUNICATIONS, INC., a
Delaware corporation (together with its predecessor-in-interest, Cypress
Communications, L.L.C., the "Company"), and each of those persons and entities,
severally and not jointly, whose names are set forth on the Schedule of
Purchasers attached hereto as Exhibit A (collectively the "Purchasers" and
individually a "Purchaser").
In consideration of the mutual promises hereinafter set forth, the parties
hereto agree as follows:
1. Agreement to Sell and Purchase
1.1 Authorization of Shares. On or prior to the Closing (as defined
in Section 2 below), the Company shall have authorized the sale and issuance to
the Purchasers of shares of its Series A Preferred Stock (the "Shares") having
the rights, preferences, privileges and restrictions set forth in the
Certificate of Designation of the Company, attached hereto as Exhibit B (the
"Certificate").
1.2 Sale and Purchase. Subject to the terms and conditions hereof, at
the Closing (as hereinafter defined) the Company hereby agrees to issue and sell
to each Purchaser and each Purchaser severally and not jointly agrees to
purchase from the Company, the number of Shares set forth opposite such
Purchaser's name on Exhibit A, at a purchase price of ten dollars ($10.00) per
Share.
2. Closing, Delivery and Payment
The closing of the sale and purchase of the Shares under this Agreement
(the "Closing") shall take place at 10:00 a.m. on July 15, 1997, at the offices
of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx,
Xxxxxxx 00000, or at such other time or place as the Company and the Purchasers
may mutually agree (such date is hereinafter referred to as the "Closing Date").
At the Closing, subject to the terms and conditions hereof, the Company will
deliver to the Purchasers certificates representing the number of Shares to be
purchased at the Closing by each Purchaser, against payment of the purchase
price therefor by certified check or wire transfer of immediately available
funds.
3. Representations and Warranties of the Company
The Company hereby represents and warrants to each Purchaser as
follows:
3.1 Organization, Good Standing and Qualification. The Company is a
corporation duly 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 assets, to execute and deliver
this Agreement and the Stockholders Agreement attached hereto as Exhibit C (the
"Stockholders Agreement"), to issue and sell the Shares and the shares of Common
Stock issuable upon conversion thereof (the "Conversion Shares") and to carry
out the other provisions of this Agreement and the Stockholders Agreement, and
to carry on its business as presently conducted and as presently proposed to be
conducted.
3.2 Capitalization. The authorized capital stock of the Company,
immediately prior to the Closing, will consist of (i) One million seven hundred
sixteen thousand three hundred ninety six (1,716,396) shares of Common Stock,
two hundred ninety two thousand nine hundred ninety and .23 (292,990.23) shares
of which are issued and outstanding, and (ii) Six Hundred Thousand Seventy
(600,070) shares of Preferred Stock, all of which are designated Series A
Preferred Stock (the "Series A Preferred") and none of which are issued and
outstanding. All issued and outstanding shares of the Company's Common Stock
have been duly authorized and validly issued and are fully paid and
nonassessable. Except as provided in the Stockholders Agreement, there are no
outstanding options, warrants or other rights to purchase from the Company any
of its securities, other than options to purchase 20,000 shares of the Company's
Common Stock previously granted to certain key employees, directors and
consultants of the Company whose names are set forth on the Schedule of Existing
Options attached hereto as Schedule 3.2(a).
---------------
3.3. Authorization; Binding Obligations. All corporate action on the
part of the Company, its officers, directors and stockholders necessary for the
authorization of this Agreement, the performance of all obligations of the
Company hereunder and under the Stockholders Agreement and for the
authorization, sale, issuance and delivery of the Shares has been taken or will
be taken prior to the Closing. When issued in compliance with the provisions of
this Agreement, the Shares will be validly issued, fully paid and nonassessable.
The Conversion Shares have been duly and validly reserved for issuance and, when
issued upon conversion of the Series A Preferred, will be validly issued, fully
paid and nonassessable. This Agreement and the Stockholders Agreement have been
duly executed by the Company and constitute valid and binding obligations of the
Company enforceable in accordance with their terms.
3.4 Consents and Approvals. Except as set forth on Schedule 3.4, no
------------
filings with, notices to, or approvals of any governmental or regulatory body
are required to be obtained or made by the Company in connection with the
consummation of the transactions contemplated hereby (other than in connection
with the Mergers, as hereinafter defined).
2
3.5 No Violations. Except as set forth on Schedule 3.5, the execution
------------
and delivery of this Agreement and the Stockholders Agreement and the
performance by the Company of its obligations hereunder and thereunder (i) do
not and will not conflict with or violate any provision of the certificate of
incorporation or bylaws of the Company and (ii) do not and will not (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b)
constitute a default under, (c) result in the creation of any encumbrance upon
the capital stock or assets of the Company pursuant to, (d) give any third party
the right to modify, terminate or accelerate any obligation under, (e) result in
a violation of, or (f) require any authorization, consent, approval, exemption
or other action by or notice to any court or administrative or governmental body
or other third party pursuant to, any law, statute, rule or regulation or any
agreement or instrument or any order, judgment or decree to which the Company is
subject or by which any of its assets are bound.
3.6 Financial Statements; Interim Changes. The Company's unaudited
balance sheet as of April 30, 1997 (the "Latest Balance Sheet") and unaudited
statements of income and cash flows of the Company for the period from inception
to April 30, 1997 delivered to the Purchasers in connection with the investment
contemplated hereby have been prepared in accordance with generally accepted
accounting principles consistently applied (subject to normal year-end
adjustments and the absence of footnote disclosures) and fairly present in all
material respects the proforma financial position and the results of operations
of the Company for the period covered thereby, and the Company has no material
liabilities or obligations of any nature (absolute, accrued, contingent or
otherwise) that are not either reflected or fully reserved against on the Latest
Balance Sheet or incurred in the ordinary course of the business of the Company
subsequent to the date thereof. Since the date of the Latest Balance Sheet,
there has not been any material adverse change in the business, operations,
financial condition or prospects of the Company (other than the consummation of
the Mergers).
3.7 Compliance with Laws. The Company's business, including the
business of Cypress Communications, L.L.C. conducted prior to the Merger, has
been conducted in compliance with all applicable laws and regulations of
governmental authorities, except for such violations that have been cured or
that, individually or in the aggregate, may not reasonably be expected to have a
material adverse effect on the business, operations, financial condition or
prospects of the Company.
3.8 Proprietary Rights. The Company has not received any
communications alleging that it has violated or, by conducting its business as
proposed would violate, any proprietary rights of any other person, and except
as set forth on Schedule 3.8, the Company is not aware of any basis for the
------------
foregoing.
3.9 Actions Pending. There is no action, suit or proceeding pending
or, to the best knowledge of the Company, threatened against or affecting the
Company or any of its respective properties or rights before any court or by or
before any governmental body or arbitration board or tribunal.
3
3.10 Material Contracts. Except as set forth on Schedule 3.10
-------------
attached hereto, the Company is not a party to (and is not otherwise bound by)
any of the following: (i) any employment or consulting contract, (ii) any
agreement providing for the issuance or repurchase of any securities of the
Company, (iii) any agreement in respect of registration rights, preemptive
rights, rights of first refusal, voting rights or other rights of security
holders (other than the Stockholders Agreement), (iv) any agreement evidencing
or providing for any indebtedness for borrowed money, or (v) any other agreement
that could reasonably be deemed material to the Company.
3.11 Investments in United States Real Property Interests. The
Company's capital stock does not constitute a United States real property
interest as that term is defined in Section 897(c)(1)(A)(ii) of the Internal
Revenue Code of 1986, as amended (the "Code"). The preceding representation is
based on a determination by the Company that the Company is not and has never
been a United States real property holding corporation (as that term is defined
in Section 897(c)(2) of the Code). From time to time, upon request of any
Purchaser, the Company shall make a determination as to its status as a United
States real property holding corporation ("USRPHC"). If at any time in the
future the Company should become a USRPHC, the Company shall, as promptly as
possible, notify each Purchaser of such change in status.
3.12 Unrelated Business Taxable Income. Any gross income derived by
the Purchasers from the Company shall be in the form of dividends and capital
gains and losses from the disposition of the stock of the Company.
3.13 Qualified Small Business. The Company qualifies as a "Qualified
Small Business" as defined in Section 1202(d) of the Code and covenants that so
long as its shares are held by the Purchasers (or a transferee in whose hands
the shares are eligible to qualify as Qualified Small Business Stock as defined
in Section 1202(c) of the Code), it will use its best efforts to cause the
shares to qualify as Qualified Small Business Stock.
3.14 Mergers. That certain Agreement and Plan of Merger of Cypress
Communications, L.L.C., a Georgia limited liability company, with and into
Cypress Communications, Inc., a Delaware corporation, dated as of the date of
this Agreement, and that certain Agreement and Plan of Merger of CV Cypress
Corp., a Colorado Corporation, Cypress Alta Investor Corp., a Massachusetts
Corporation, with and into Cypress Communications, Inc., a Delaware corporation,
dated as of the date of this Agreement, are each legal, valid, binding,
enforceable, and in full force and effect under the laws of the States of
Delaware, Georgia, Colorado and Massachusetts, as the case may be, pursuant to
which the Company continues as the surviving entity (the "Mergers").
4. Representations and Warranties Of The Purchasers
Each Purchaser severally and not jointly hereby represents and warrants to
the Company as follows:
4
4.1 Requisite Power and Authority. Such Purchaser has all
necessary power and authority under all applicable provisions of law to
execute and deliver this Agreement and to carry out its provisions. All
actions on such Purchaser's part required for the lawful execution and
delivery of this Agreement have been or will be effectively taken prior to
the Closing.
4.2 Investment Representations. Such Purchaser understands that
neither the Shares nor the Conversion Shares have been registered under any
state securities act or the Securities Act of 1933, as amended (the
"Securities Act"). Such Purchaser also understands that the Shares are
being offered and sold pursuant to an exemption from registration contained
in applicable state securities acts and the Securities Act based in part
upon the Purchaser's representations contained in this Agreement.
(a) Purchaser Bears Economic Risk. Such Purchaser has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that
Purchaser is capable of evaluating the merits and risks of its or his
investment in the Company and has the capacity to protect its or his own
interests. Such Purchaser must bear the economic risk of this investment
indefinitely unless the Shares (or the Conversion Shares) are registered
pursuant to the Securities Act, or an exemption from registration is
available. Such Purchaser understands that the Company has no present
intention of registering the Shares, the Conversion Shares or any shares of
its Common Stock. Such Purchaser also understands that there is no
assurance that any exemption from registration under the Securities Act
will be available and that, even if available, such exemption may not allow
such Purchaser to transfer all or any portion of the Shares or the
Conversion Shares under the circumstances, in the amounts or at the times
such Purchaser might propose. Such Purchaser can bear the economic risk of
losing its entire investment in the Company.
(b) Acquisition for Own Account. Such Purchaser is
acquiring the Shares and the Conversion Shares for Purchaser's own account
for investment only, and not with a view towards their resale or
distribution in violation of applicable securities laws.
(c) Purchaser Can Protect Its or His Interest. Such
Purchaser represents that, by reason of Purchaser's or of its management's
business or financial experience, such Purchaser has the capacity to
protect its or his own interests in connection with the transactions
contemplated in this Agreement. Further, such Purchaser is aware of no
publication of any advertisement in connection with the transactions
contemplated by the Agreement.
(d) Individual Purchaser Consideration. To the extent
Purchaser is an individual:
5
(i) Such Purchaser has discussed the suitability
of the investment in the Company for its particular tax and financial situation
with its legal, tax, and financial advisors to the extent Purchaser deems
appropriate, and has neither received nor relied upon any advice of any person
or persons acting for or on behalf of the Company. All information which
Purchaser has provided to the Company concerning itself and its financial
position is currently correct and complete.
(ii) Such Purchaser's overall commitment to
investments which are not readily marketable is not disproportionate to its net
worth, and its investment in the Shares and Conversion Shares will not cause
this overall commitment to become excessive.
(iii) Such Purchaser has adequate means of
providing for its current needs and personal contingencies and has no need for
the Shares or Conversion Shares to be liquid.
(iv) Such Purchaser is purchasing the Shares for
the purpose of deriving an economic profit without regard to tax benefits.
(e) Accredited Investor. Such Purchaser represents that
Purchaser is an accredited investor within the meaning of Regulation D under the
Securities Act.
(f) Company Information. Such Purchaser has had an
opportunity to discuss the Company's business, management and financial affairs
with directors, officers and management of the Company. Such Purchaser has also
had the opportunity to ask questions of, and receive answers from, the Company
and its management regarding the terms and conditions of this investment.
Purchaser has had an adequate opportunity to inspect and copy all material
documents relating to the Company, and to obtain any additional information that
is necessary to verify the accuracy of the information the Purchaser has
received. Purchaser has not received any information from nor has Purchaser
relied upon the name or reputation of any law firm or accounting firm that the
Company or any persons acting on its behalf may have mentioned as being involved
in this sale or as being the Company's legal counsel or accounting firm.
(g) Rule 144. Such Purchaser acknowledges and agrees
that the Shares and the Conversion Shares must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such
registration is available. Such Purchaser has been advised or is aware of the
provisions of Rule 144 promulgated under the Securities Act, which permits
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other things: the
availability of certain current public information about the Company, the resale
occurring not less than one year after a party has purchased and paid for the
security to be sold, the sale being through an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term is
defined under the Securities Exchange Act
6
of 1934, as amended) and the number of shares being sold during any three-
month period not exceeding specified limitations.
(h) Risks. Such Purchaser acknowledges that an investment
in the Company involved many risks, and understands all of the risk factors
related to an investment in the Company, including, but not limited to the
following:
(i) The Company was recently formed and does not have
a significant operating history upon which an evaluation of the Company's
performance could be based. There can be no assurance that the Company's
operations will be profitable or that the Company will be able to sell its
products and services. The likelihood of success of the Company is
speculative, and the Purchaser is familiar with the many problems,
difficulties, complications and delays frequently encountered in the
operation and development of early stage and expanding businesses.
(ii) Additional proceeds will be required to finance
the activities of the Company. The Company will need financing for
operations, production and marketing. No arrangements have been made to
secure such financing, and there can be no assurance that such additional
financing will be available when required or on terms acceptable to the
Company.
(iii) The telecommunications industry has been
characterized by steady technological change, frequent new service
introductions and evolving industry standards. The Company's success will
depend in part on its ability to anticipate such changes and to offer
responsive services on a timely basis. Further, although the trend has been
toward decreases in the cost of equipment, there is no assurance that this
trend will continue, or that the Company will be able to respond
successfully to such changes.
(iv) The telecommunications industry is highly
regulated. Certain aspects of the Company's plan will require authorization
from the Federal Communications Commission ("FCC") and applicable state
public service commissions. This involves both obtaining the required
authorizations and complying with the on-going requirements imposed on
carriers, such as filing a tariff. No assurances can be given that there
will be no opposition to the Company's applications or that the necessary
authorizations (other than any such authorization necessary to continue the
current business operations of the Company) will be granted. Additional
expenses (such as legal and accounting fees) will be involved in attempting
to obtain and in maintaining these authorizations and in complying with the
accounting reporting and administrative regulations imposed by the FCC and
the state commissions. The cost for access to local service could change
significantly as deregulation of the local loop progresses and carriers
other than the existing local exchange carriers are authorized to provide
local service.
(v) The Company competes with a number of competitors
with significantly greater financial resources than the Company.
7
(vi) Two of the Company's initial agreements with building
owners grant such owners the right to terminate the agreement for a specific
period.
(vii) The Company's success will be related to the real
estate cycle, in particular, to construction and leasing activity.
(viii) The Company's operations will depend upon contractual
arrangements with local exchange and long distance carriers. The costs
associated with the purchase of local exchange services, access to the long
distance network, and long distance services could change significantly as
deregulation of the local loop progresses, carriers other than the existing
local exchange carriers are authorized to provide local exchange service and
access to long distance, and the costs of long distance carriers change in
response. The Company believes it will have a number of options for obtaining
both exchange and access services at competitive rates, however the continuing
availability of alternative resources cannot be assured.
(ix) The Company recently began using both MCI
Communications and WorldCom to provide outbound local service in place of
BellSouth. Though the Company believes that this change of vendors has the
potential to reduce its cost of local service, there is an element of
operational risk associated with offering service from new vendors, as well as
risks of tenant acceptance.
(x) A search done in the process of preparing to apply
for a trademark for the name of the Company revealed potential conflicts with
the Company's use of the trade name "Cypress" and the Company's ability to
obtain trademark protection for this name. The Company has decided that it is
not in the Company's best interest to apply for a trademark in the name of
Cypress Communications or to change the name of the Company at this time.
Furthermore, there is a possibility that one of the firms with whom there is a
potential conflict, or other companies for that matter, will demand that the
Company discontinue using the name Cypress Communications. Such a demand might
result in either expensive litigation and/or a change the Company's name, which
in either event, could have a material adverse effect on the Company.
(i) Residence. The address of such a Purchaser as set forth on
Exhibit A attached hereto is its true and correct principal place of business
or, in the case of a Purchaser that is an individual, his residence. Such
Purchaser does not have any present intention of becoming a resident of any
other state or jurisdiction.
5. Conditions Precedent To Purchasers' Obligations
The obligation of each Purchaser to purchase and pay for the Shares to
be delivered to it at the Closing shall be subject to the satisfaction of the
following conditions as of the Closing Date:
8
(a) the representations and warranties of the Company contained
in this Agreement shall be true and correct on and as of the Closing Date;
(b) concurrent with the Closing, the Company, the Purchasers and
the existing stockholders of the Company shall have entered into the
Stockholders Agreement in form and substance satisfactory to the parties
thereto;
(c) the Purchasers shall have received the legal opinion of
Powell, Goldstein, Xxxxxx & Xxxxxx LLP, counsel to the Company, in form and
substance satisfactory to the Purchasers;
(d) the Company shall have provided to Centennial Fund V, L.P.
("Centennial") a certification of the direct and indirect holdings of securities
of the Company by certain persons designated by Centennial as required by
Centennial's governing documents;
(e) all other Purchasers shall have concurrently purchased the
Shares to be purchased by them pursuant to this Agreement; and
(f) the Merger shall be effective under the laws of the State of
Delaware, with the Company continuing as the surviving corporation.
6. Expense Reimbursement
The Company hereby agrees to reimburse Centennial, Centennial Entrepreneurs
Fund V, L.P., Alta-Comm S By S, LLC, and Alta Communications VI, L.P. (the "Fund
Investors") for their respective reasonable out-of-pocket expenses incurred in
connection with the transactions contemplated hereby, including all reasonable
expenses incurred in connection with their due diligence examination of the
Company, the preparation and negotiation of this Agreement, the term sheet, the
Stockholders Agreement and all other documents evidencing the transactions
contemplated herein including the fees, and expenses of one counsel representing
the Fund Investors. The Company hereby agrees to reimburse such counsel for any
legal expenses, if any, incurred in connection with the filing of any documents
regarding the transactions contemplated by this Agreement with any governmental
agencies by or on behalf of the Fund Investors or by the Company referencing
such Purchasers.
7. Miscellaneous
7.1 Governing Law. This Agreement shall be governed in all respects
by the laws of the State of Georgia as such laws are applied to agreements
between Georgia residents entered into and performed entirely in Georgia, except
that the General Corporation Law of the State of Delaware shall govern as to
matters of corporate law.
7.2 Survival. The representations, warranties, covenants and
agreements made herein shall survive any investigation made by any Purchaser
and the
9
closing of the transactions contemplated hereby. All statements as to factual
matters contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.
7.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of the Shares from time to time.
7.4 Entire Agreement. This Agreement, the Exhibits and the other
documents expressly delivered pursuant hereto, including the Stockholders
Agreement, supersede any other agreement, whether written or oral, that may
have been made or entered into by the parties hereto relating to the matters
contemplated hereby and constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof, and no party
shall be liable or bound to any other in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein and
therein.
7.5 Specific Enforcement. Any Purchaser shall be entitled to
specific enforcement of its rights under this Agreement. The Company
acknowledges that money damages would be an inadequate remedy for its breach of
this Agreement and consents to an action for specific performance or other
injunctive relief in the event of any such breach.
7.6 Separability. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
7.7 Amendment and Waiver. This Agreement may be amended or modified
only upon the mutual written consent of the Company and the Purchasers indicated
on Exhibit A as intending to purchase, in the aggregate, 75% of the Shares;
provided that any such amendment or modification which adversely affects the
rights under this Agreement of one or more Purchasers in a manner different from
any other Purchaser shall require the consent of each Purchaser adversely
affected by such amendment or modification.
7.8 Notices. All notices required or permitted hereunder shall be
in writing and shall be deemed effectively given: (i) upon personal delivery to
the party to be notified; (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day; (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (iv) one (1) day after deposit
with a nationally recognized overnight courier, special next day delivery, with
verification of receipt. All communications shall be sent to
10
the Company at Eleven Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, with a
courtesy copy to Powell, Goldstein, Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx
Xxxxxx, XX, 00/xx/ Xxxxx, Xxxxxxx, Xxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxxxx, Xx., and Xxxxx X. Xxxxxx, Xx., and to a Purchaser at the address set
forth on Exhibit A attached hereto or at such other address as the Company or
Purchaser may designate by ten (10) days advance written notice to the other
parties hereto.
7.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
7.10 Broker's Fees. Each party hereto represents and warrants that
no agent, broker, investment banker, person or firm acting on behalf of or under
the authority of such party hereto is or will be entitled to any broker's or
finder's fee or any other commission directly or indirectly in connection with
the transactions contemplated herein. Each party hereto further agrees to
indemnify each other party for any claims, losses or expenses incurred by such
other party as a result of the representation in this Section 7.10 being untrue.
7.11 Future Financings. Nothing contained in this Agreement or any
Purchaser's prior dealings with the Company shall be deemed to constitute a
commitment on the part of any Purchaser to participate in any future financings
by the Company.
* * * * *
11
In Witness Whereof, the parties hereto have executed the Agreement as of
the date set forth in the first paragraph hereof.
COMPANY:
CYPRESS COMMUNICATIONS, INC.
By: /s/ R. Xxxxxxx Xxxxx
------------------------------------
Name: R. Xxxxxxx Xxxxx
__________________________________
Title: President
_________________________________
PURCHASERS:
CENTENNIAL FUND V, L.P.
BY: Centennial Holdings V, L.P.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
__________________________________
Its: General Partner
CENTENNIAL ENTREPRENEURS
FUND, V, L.P.
BY: Centennial Holdings V, L.P.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------------
Its: General Partner
ALTA-COMM S BY S, LLC
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: XXXXXXX X.XXXX
----------------------------------
Its: Member
12
