EXHIBIT F
CO-INVESTMENT AGREEMENT
THIS CO-INVESTMENT AGREEMENT (this "Agreement") is made as of
June 6, 2003, by and among Frontenac VIII Limited Partnership, a Delaware
limited partnership ("Frontenac VIII"), Frontenac Masters VIII Limited
Partnership, a Delaware limited partnership ("Frontenac Masters VIII," and
together with Frontenac VIII, "Frontenac"), Suntrust Equity Funding, LLC (d/b/a
Suntrust Equity Partners), a Delaware limited liability company ("Suntrust"),
BVCF IV, L.P., a Delaware limited partnership ("BVCF"), and C&B Capital, L.P., a
Delaware limited partnership ("C&B," and together with Suntrust and BVCF, the
"Co-Investors"). Frontenac and the Co-Investors are referred to collectively as
the "Investors" and individually as an "Investor." Capitalized terms used herein
are defined in Section 7 hereof.
The Investors are parties to a Preferred Stock Purchase
Agreement dated as of April 24, 2003 (as amended or modified from time to time,
the "Purchase Agreement") with Gevity HR, Inc., a Florida corporation (the
"Company"), pursuant to which, subject to the terms and conditions set forth
therein, the Investors agreed to purchase from the Company shares of its Series
A Preferred Stock, par value $.01 per share (the "Series A Preferred").
The Investors desire to enter into this Agreement for the
purposes, among others, of (i) governing certain aspects of their co-investment
in the Company, and (ii) limiting the manner and terms by which their Series A
Preferred may be transferred.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:
1. Voting of Co-Investor Shares.
(a) From and after the date of this Agreement, subject to
Section 1(b) hereof, each holder of Co-Investor Shares (other than BVCF) shall
vote all of the Co-Investor Shares owned by such holder or over which such
holder has control and shall take all other necessary or desirable actions
within such holder's control (whether in such holder's capacity as a stockholder
or otherwise, and including, without limitation, attendance at meetings in
person or by proxy for purposes of obtaining a quorum and execution of written
consents in lieu of meetings and the execution and delivery of other agreements,
documents or instruments to give effect to or confirm the making of any
decision, the exercise of any right or the taking of any action pursuant hereto)
on matters relating to (i) the designation, election and removal of the Series A
Directors or the termination of the term of office of the Series A Directors or
the designation of representatives to attend Board meetings as non-voting
observers pursuant to Section 4A of the Certificate of Designation and (ii) the
making of all other decisions and exercise of all other rights expressly granted
to the Majority Holders, and the taking of all other actions expressly within
the power of the Majority Holders, pursuant to the Purchase Agreement or the
Certificate of Designation, in each case as directed by Frontenac.
(b) Notwithstanding the foregoing, for so long as Suntrust
continues to hold at least 50% of the Co-Investor Shares held by it as of
immediately after the Closing (as
appropriately adjusted for stock splits, stock dividends, combinations of shares
and other recapitalizations), Frontenac shall not, without the prior written
consent of Suntrust, (i) consent to the Company's use of proceeds from the sale
of the Series A Preferred pursuant to the Purchase Agreement other than as
permitted in Section 4E of the Purchase Agreement or agree with the Company to
amend such section, or (ii) agree with the Company to amend Section 2C, Section
3A, Section 3B, Section 3J or Section 4B of the Certificate of Designation.
Frontenac agrees that if at any time it seeks the consent of Suntrust under the
preceding sentence, at the time it first seeks such a consent it will provide to
each Co-Investor reasonably detailed notice of the matter with respect to which
it is seeking such consent.
2. Exercise of Rights.
(a) For so long as Frontenac is the Majority Holder under the
Certificate of Designation, upon the request of any holder of at least 5% of the
shares of Series A Preferred then outstanding, Frontenac shall exercise the
rights of the Majority Holders with respect to at least one share of Series A
Preferred then held by Frontenac pursuant to Section 3A of the Certificate of
Designation, Section 3B of the Certificate of Designation and either Section 2C
or Section 3J of the Certificate of Designation when and as such rights may be
exercised, thus allowing such holder to exercise its rights as a holder of the
Series A Preferred thereunder; provided that Frontenac shall not be required to
exercise any such rights with respect to more than one share of Series A
Preferred then held by Frontenac.
(b) For so long as Frontenac holds at least 25% of the
Registrable Securities then outstanding, upon the request of any Co-Investor,
Frontenac shall request a Short-Form Registration with respect to at least one
share of Registrable Securities then held by Frontenac pursuant to Section 1(a)
of the Registration Agreement when and as such right may be exercised, thus
allowing such Co-Investor to exercise its rights as a holder of Registrable
Securities thereunder, provided that the aggregate offering value of the
Registrable Securities requested to be registered by such Co-Investor, together
with the aggregate offering value of the Registrable Securities requested to be
registered by other holders of Registrable Securities in such registration,
equals at least $2 million; provided that Frontenac shall not be required to
exercise any such rights with respect to more than one share of Registrable
Securities then held by Frontenac.
3. Representations and Warranties; Covenants. Each party
hereto represents and warrants that (i) such party is the record owner of the
number of Investor Shares set forth opposite such party's name on the Schedule
of Investors attached hereto, (ii) this Agreement has been duly authorized,
executed and delivered by such party and constitutes the valid and binding
obligation of such party, enforceable in accordance with its terms, and (iii)
such party has not granted and is not a party to any proxy, voting trust or
other agreement which is inconsistent with, conflicts with or violates any
provision of this Agreement. No holder of Investor Shares shall grant any proxy
or become party to any voting trust or other agreement which is inconsistent
with, conflicts with or violates any provision of this Agreement applicable to
such holder.
-2-
4. Participation Rights.
(a) At least 30 days prior to any Transfer of any Investor
Shares by Frontenac (other than one or more Transfers (x) pursuant to a Public
Sale, (y) to one or more Affiliates, or (z) in an aggregate amount not to exceed
than 10% of the Investor Shares held by Frontenac as of immediately after the
Closing (as appropriately adjusted for stock splits, stock dividends,
combinations of shares and other recapitalizations)), Frontenac shall deliver a
written notice (the "Sale Notice") to the Co-Investors, specifying in reasonable
detail the identity of the prospective transferee(s), the number and type of
Investor Shares and the terms and conditions of the Transfer. The Co-Investors
may elect to participate in the contemplated Transfer by delivering written
notice to Frontenac within 20 days after delivery of the Sale Notice. If any
Co-Investor elects to participate in such Transfer, such Co-Investor shall be
entitled to sell in the contemplated Transfer, at the same price and on the same
terms as Frontenac, a number of Investor Shares of the type being transferred by
Frontenac equal to the product of (i) the quotient determined by dividing (A)
the number of Investor Shares of such type held by such Co-Investor, by (B) the
aggregate number of (I) Investor Shares of such type held by Frontenac and all
of the Co-Investors at such time and (II) other securities of such type owned by
any other Person(s) having the right to participate in such Transfer, and (ii)
the aggregate number of Investor Shares of such type to be sold in the
contemplated Transfer.
For example, if (1) the Sale Notice contemplated a sale of 100
Investor Shares by Frontenac and at such time Frontenac owns
220 Investor Shares of such type, (2) there are two
Co-Investors and at such time such Co-Investors own an
aggregate of 160 Investor Shares of such type and one
Co-Investor elects to participate and such Co-Investor owns
100 Investor Shares of such type and (3) another Person having
the right to participate in such Transfer owns 20 securities
of such type, then the Co-Investor electing to participate
would be entitled to sell 25 shares (100 / 400 x 100 shares),
the other Person would be entitled to sell 5 shares (20 / 400
x 100 shares), and Frontenac would be entitled to sell the
remaining 70 shares.
If the Co-Investors have not elected to participate in the contemplated Transfer
(through notice to such effect or expiration of the 20-day period after delivery
of the Sale Notice), then Frontenac may Transfer the Investor Shares specified
in the Sale Notice at a price and on terms no more favorable to the
transferee(s) thereof than specified in the Sale Notice during the 120-day
period immediately following the date of the delivery of the Sale Notice. Any
Investor Shares not Transferred within such 120-day period shall be subject to
the provisions of this Section 4 upon subsequent Transfer.
(b) Each Co-Investor transferring Investor Shares pursuant to
this Section 4 shall pay (i) the expenses incurred by such Co-Investor in
connection with the Transfer, and (ii) its pro rata share (based on the number
of Investor Shares and other securities of such type to be transferred) of the
reasonable out-of-pocket expenses (including reasonable attorney's fees)
incurred by Frontenac in connection with such Transfer that are not otherwise
reimbursed by the Company. Each Co-Investor transferring Investor Shares
pursuant to this Section 4 shall be
-3-
obligated to join on a pro rata basis (based on the number of Investor Shares
and other securities of such type to be transferred) in any indemnification or
other obligations that Frontenac agrees to provide in connection with such
Transfer (other than any such obligations that relate solely to a particular
holder of securities, such as indemnification with respect to representations
and warranties given by a holder of Investor Shares regarding such holder's
title to and ownership of Investor Shares, in respect of which only such holder
shall be liable); provided that no Co-Investor shall be obligated in connection
with such Transfer to agree to indemnify or hold harmless the transferees with
respect to an amount in excess of the net cash proceeds paid to such Co-Investor
in connection with such Transfer.
5. Transfer. Prior to the Transfer of any Co-Investor Shares
to any Person, the transferring holder of Co-Investor Shares shall (i) deliver a
written notice to Frontenac at least 10 business days prior to such Transfer
specifying in reasonable detail the identity of the prospective transferee and
the number and type of Co-Investor Shares being transferred, (ii) supply, and
cause the prospective transferee to supply, any other information reasonably
requested by Frontenac regarding such prospective transferee and the Transfer,
and (iii) cause the prospective transferee to be bound by the provisions of this
Agreement and applicable to holders of Co-Investor Shares, Investor Shares and
Series A Preferred and to execute and deliver to Frontenac a joinder to or
counterpart of this Agreement in a form acceptable to Frontenac.
6. Sale of the Company.
(a) If Frontenac requests, seeks or approves a Change in
Ownership, Fundamental Change or Organic Change (in each case, an "Approved
Transaction"), each holder of Investor Shares will, in such holder's sole
discretion, either (i) vote for, consent to and raise no objections against, or
otherwise impede, such Approved Transaction and participate in the consummation
of such Approved Transaction and, without limiting the foregoing, if the
Approved Transaction is structured as (A) a merger or consolidation, each holder
of Investor Shares shall vote its Investor Shares to approve such merger or
consolidation, whether by written consent or at a stockholders meeting (as
requested by Frontenac), and waive all dissenter's rights, appraisal rights and
similar rights in connection with such merger or consolidation and tender its
Investor Shares pursuant to such merger or consolidation; (B) a Transfer of
stock (including by recapitalization, consolidation, reorganization, combination
or otherwise), each holder of Investor Shares shall agree to Transfer, and shall
Transfer, all of its Investor Shares and rights to acquire Investor Shares on
the terms and conditions approved by Frontenac; or (C) a sale of assets, each
holder of Investor Shares shall vote its Investor Shares to approve such sale
and any subsequent liquidation of the Company or other distribution of the
proceeds therefrom, whether by written consent or at a stockholders meeting (as
requested by Frontenac); or (ii) if such holder does not participate in the
Approved Transaction in accordance with this Section 6 for any reason, convert
all of its Investor Shares that are Series A Preferred into shares of Common
Stock in accordance with Section 5A of the Certificate of Designation effective
upon consummation of such Approved Transaction.
(b) Each holder of Investor Shares that participates in the
Approved Transaction pursuant to Section 1(a)(i) shall be obligated to join on a
pro rata basis (based upon the proceeds to be received by the holders of
Investor Shares in such Approved Transaction) in any indemnification or other
obligations Frontenac agrees to provide in connection with the
-4-
Approved Transaction (other than any such obligations that relate solely to a
particular holder of Investor Shares, such as indemnification with respect to
representations and warranties given by a holder of Investor Shares regarding
such holder's title to and ownership of Investor Shares, in respect of which
only such holder shall be liable); provided that no holder shall be obligated in
connection with such indemnification or other obligations with respect to an
amount in excess of the consideration received by such holder in connection with
such Transfer.
(c) Each holder of Investor Shares that participates in the
Approved Transaction pursuant to Section 1(a)(i) will cooperate in and take all
necessary or desirable actions in connection with the consummation of the
Approved Transaction as requested by Frontenac (which actions may include,
executing the applicable transaction documents and continuing arrangements
amongst the stockholders of the Company substantially similar to the terms of
this Agreement).
(d) The obligations of the holders of Investor Shares that
participate in the Approved Transaction pursuant to Section 1(a)(i) with respect
to an Approved Transaction are subject to the satisfaction of the following
conditions: (i) upon consummation of the Approved Transaction, each holder of a
type of Investor Shares will be given the same form and amount of consideration
per Investor Share of such type, and (ii) if any holders of a type of Investor
Shares are given an option as to the form and amount of consideration to be
received per Investor Share of such type, each holder of Investor Share of such
type will be given the same option with respect to its Investor Shares of such
type.
(e) Holders of Investor Shares that participate in the
Approved Transaction pursuant to Section 1(a)(i) will bear their pro-rata share
(based upon the proceeds to be received by the stockholders of the Company) of
the costs of any Approved Transaction to the extent such costs are incurred for
the benefit of all holders of Investor Shares (whether or not other stockholders
of the Company are benefited) and are not otherwise paid by the Company or the
acquiring party. For purposes of this Section 4(e), costs incurred in exercising
reasonable efforts to take all necessary actions for the consummation of an
Approved Transaction in accordance with Section 4(a) shall be deemed to be for
the benefit of all stockholders of the Company. Costs incurred by a holder of
Investor Shares on its own behalf will not be considered costs of the
transaction hereunder and will be the responsibility of such holder of Investor
Shares.
7. Definitions.
"Affiliate" of any particular Person means (i) any other
Person controlling, controlled by or under common control with such particular
Person, where "control" means the possession, directly or indirectly, of the
power to direct the management and policies of a Person whether through the
ownership of voting securities, contract or otherwise or (ii) if such Person is
a partnership or limited liability company, the partners or members thereof.
"Board" means the board of directors of the Company.
"Certificate of Designation" has the meaning set forth in the
Purchase Agreement and shall include subsequent Certificates of Designation or
amended Articles of Incorporation of the Company containing the rights and
preferences of the Series A Preferred (in which case each
-5-
section reference to the Certificate of Designation contained herein shall be
deemed to refer to the section of such Certificate of Designation or Articles of
Incorporation containing the provision found in such section of the Certificate
of Designation attached to the Purchase Agreement as Exhibit A).
"Change in Ownership" has the meaning set forth in the
Certificate of Designation.
"Closing" has the meaning set forth in the Purchase Agreement.
"Co-Investor Shares" means any Investor Shares purchased or
otherwise acquired by any of the Co-Investors, whether or not held by a
Co-Investor as of the date in question.
"Common Stock" means the Company's common stock, par value
$0.01 per share.
"Fundamental Change" has the meaning set forth in the
Certificate of Designation.
"Investor Shares" means (i) any Series A Preferred now owned
or hereafter purchased or acquired by any of the Investors, whether or not held
by an Investor as of the date in question and (ii) any securities issued
directly or indirectly with respect to the securities referred to in clause (i)
above by way of a stock split, stock dividend or other division of securities,
or in connection with a combination of securities, recapitalization, merger,
consolidation or other reorganization, other than shares of Common Stock issued
upon conversion of the Series A Preferred.
"Majority Holder" has the meaning set forth in the Purchase
Agreement or the Certificate of Designation, as applicable.
"Organic Change" has the meaning set forth in the Certificate
of Designation.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Public Sale" means any sale of Investor Shares to the public
pursuant to an offering registered under the Securities Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule 144
adopted under the Securities Act.
"Registrable Securities" has the meaning set forth in the
Registration Agreement.
"Registration Agreement" means the Registration Rights
Agreement, dated as of June 6, 2003, by and among the Company and certain
stockholders of the Company, as amended or modified from time to time.
"Securities Act" means the Securities Act of 1933, as amended
from time to time.
-6-
"Series A Directors" means the directors that the holders of
Series A Preferred are entitled to elect pursuant to the Certificate of
Designation.
"Transfer" means, a sale, transfer, assignment, pledge or
other disposition of (whether with or without consideration and whether
voluntarily or involuntarily or by operation of law) any interest in Investor
Shares.
"Voting Rights Letter Agreement" means the letter agreement,
dated as of June 6, 2003, by and among the Investors, as amended or modified
from time to time.
8. Voting Rights Letter Agreement. Prior to the Transfer of
any Investor Shares to any Person, the transferring holder of Investor Shares
shall cause the prospective transferee to agree in writing in a form acceptable
to Frontenac to be bound by the provisions of the Voting Rights Letter Agreement
and applicable to holders of Series A Preferred and to promptly provide the
Company and the other holders of Investor Shares with a copy thereof.
9. Exculpation. Each holder of Investor Shares acknowledges
and agrees that Frontenac shall have no fiduciary (or other express or implied)
duties hereunder or otherwise with respect to the other holders of Investor
Shares or their investment in the Investor Shares and that Frontenac and its
Affiliates and their respective directors, officers, employees, representatives,
agents and successors and assigns (collectively, the "Frontenac Parties") shall
not be liable to any other holder of Investor Shares or such holder's Affiliates
or its directors, officers, employees, representatives, agents and successors or
assigns for any actions taken or omitted to be taken by any such Frontenac Party
with respect to this Agreement, their investment in the Investor Shares or their
rights under the Purchase Agreement, Certificate of Designation, the Voting
Rights Letter Agreement, the Registration Agreement or any of the agreements or
transactions contemplated thereby, in each case, regardless of any favorable or
unfavorable result that such action or omission may have on the other holders of
Investor Shares or their investment in the Investor Shares (except to the extent
Frontenac breaches the express provisions of this Agreement).
10. Amendment and Waiver. Except as otherwise provided herein,
no modification, amendment or waiver of any provision of this Agreement shall be
effective unless such modification, amendment or waiver is approved in writing
by (i) Frontenac, (ii) the holders of a majority of the Co-Investor Shares,
(iii) Suntrust (for so long as it continues to hold at least 50% of the
Co-Investor Shares held by it as of immediately after the Closing (as
appropriately adjusted for stock splits, stock dividends, combinations of shares
and other recapitalizations)), and (iv) BVCF (for so long as it continues to
hold at least 50% of the Co-Investor Shares held by it as of immediately after
the Closing (as appropriately adjusted for stock splits, stock dividends,
combinations of shares and other recapitalizations)); provided that the Schedule
of Investors may be amended by Frontenac (without any vote or consent of the
holders of Investor Shares) to reflect the addition of a Person as a party to
this Agreement and to reflect Transfers made in accordance with the terms hereof
and Frontenac shall deliver copies of such Schedule of Investors after any
amendment thereof. The failure of any party to enforce any of the provisions of
this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms. Each party
acknowledges and agrees that any amendment or waiver
-7-
effected in accordance with this section shall be binding upon such party
whether or not such party in fact consented to such amendment or waiver.
11. No Partnership or Joint Venture. The holders of Investor
Shares intend that the arrangement contemplated pursuant to this Agreement not
be a partnership (including, without limitation, a limited partnership) or joint
venture, and that no holder of Investor Share be a partner or joint venturer of
the other holder of Investor Shares by virtue of this Agreement, for any
purposes, and this Agreement shall not be construed to suggest otherwise.
12. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this
Agreement in such jurisdiction or affect the validity, legality or
enforceability of any provision in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
13. Entire Agreement. Except as otherwise expressly set forth
herein, this Agreement embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way, including without limitation that certain letter agreement dated April
24, 2003, by and among Frontenac and certain of the Co-Investors.
14. Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company and its successors and assigns and the Investors and any
subsequent holders of Investor Shares and the respective successors and assigns
of each of them, so long as they hold Investor Shares (it being understood that
provisions binding on or inuring to the benefit of or enforceable by the
Co-Investors are not intended to be binding on or inure to the benefit of or be
enforceable by a subsequent holder of Co-Investor Shares unless otherwise
expressly stated). For the avoidance of doubt, Section 1(a) shall be binding on
any subsequent holders of Co-Investor Shares transferred by BVCF.
15. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same agreement. Any Person may, if required by the
terms hereof, at any time after the date hereof become a party to this Agreement
by executing a counterpart of or joinder to this Agreement agreeing to be bound
by the provisions hereof.
16. Remedies. The parties hereto shall be entitled to enforce
their rights under this Agreement specifically, to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights
existing in their favor. The parties hereto agree and acknowledge that money
damages would not be an adequate remedy for any breach of the provisions of this
Agreement and that any of the parties hereto may in its sole discretion apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive
-8-
relief (without posting a bond or other security or to allege or prove actual
damages) in order to enforce or prevent any violation of the provisions of this
Agreement.
17. Notices. Any notice provided for in this Agreement shall
be in writing and shall be either personally delivered, or mailed first class
mail (postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the recipient at the address indicated on the schedules hereto, or
at such address or to the attention of such other Person as the recipient party
has specified by prior written notice to the sending party. Notices shall be
deemed to have been given hereunder when delivered personally, three days after
deposit in the U.S. mail and one day after deposit with a reputable overnight
courier service.
18. Governing Law. All issues and questions concerning the
construction, validity, interpretation and enforceability of this Agreement and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware. In furtherance of the
foregoing, the internal law of the State of Delaware shall control the
interpretation and construction of this Agreement (and all schedules and
exhibits hereto), even though under that jurisdiction's choice of law or
conflict of law analysis, the substantive law of some other jurisdiction would
ordinarily apply.
19. Business Days. If any time period for giving notice or
taking action hereunder expires on a day which is a Saturday, Sunday or legal
holiday in the state in which the Company's chief-executive office is located,
the time period shall automatically be extended to the business day immediately
following such Saturday, Sunday or legal holiday.
20. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement.
****
-9-
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
FRONTENAC VIII LIMITED PARTNERSHIP
By: FRONTENAC VIII PARTNERS, L.P.
Its: General Partner
By: FRONTENAC COMPANY VIII, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Its: Member
FRONTENAC MASTERS VIII LIMITED PARTNERSHIP
By: FRONTENAC VIII PARTNERS, L.P.
Its: General Partner
By: FRONTENAC COMPANY VIII, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Its: Member
SUNTRUST EQUITY FUNDING, LLC D/B/A
SUNTRUST EQUITY PARTNERS
By: Xxxxxxx X. Xxxxxx
---------------------------------------
Its: Manager
BVCF IV, L.P.
By: X.X. XXXX ASSOCIATES, LLC
Its: General Partner
By: XXXXXXX VENTURE MANAGEMENT, LLC
Its: Attorney-in-fact
By: XXXXX STREET PARTNERS, LLC
Its: Administrative Member
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Its: Partner
C&B CAPITAL, L.P.
By: C&B CAPITAL GP, LLC
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx, III
---------------------------------------
Its: Manager
SCHEDULE OF INVESTORS
NAME AND ADDRESS NUMBER OF INVESTOR SHARES
---------------------------------------------- ---------------------------------------------
Frontenac VIII Limited Partnership 19,385
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Frontenac Masters VIII Limited Partnership 865
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
SunTrust Equity Funding, LLC 5,000
SunTrust Equity Partners
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BVCF IV, L.P. 4,000
x/x Xxxxx Xxxxxx Partners
Xxx Xxxxx Xxxxxx Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
C&B Capital, L.P. 750
0000 Xxxxxxxxx Xxxxxxx, X.X.
Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, III
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
TOTAL: 30,000
