EXHIBIT 2.2
PRINCIPAL SECURITYHOLDERS' VOTING AGREEMENT
PRINCIPAL SECURITYHOLDERS' VOTING AGREEMENT, dated as of February 28,
2000, among Amdocs Limited, a Guernsey corporation ("Amdocs"), Amdocs (Denmark)
ApS., a Danish corporation ("Amdocs Parentco"), Amdocs Holdings ULC, a Nova
Scotia unlimited liability company ("Amdocs Holdco"), and each of the
Securityholders (individually, a "Securityholder" and collectively, the
"Securityholders") of the Company named in Schedule I hereto.
WHEREAS, Amdocs, Amdocs Parentco, Amdocs Holdco and Solect Technology
Group Inc., a New Brunswick corporation (the "Company") have entered into a
Combination Agreement of even date herewith (such agreement, as it may be
amended from time to time, the "Combination Agreement"; capitalized terms used
and not defined herein having the respective meanings given such terms in the
Combination Agreement), pursuant to which the parties thereto have agreed, upon
the terms and subject to the conditions set forth therein, to a share
restructuring plan (the "Share Restructuring Plan") described more fully in
Exhibit 1.1 to the Combination Agreement, whereby (i) each issued and
outstanding common share, without par value, of the Company (collectively, the
"Company Common Shares") will be exchanged for a number of Exchangeable Shares
at the Exchange Ratio (which Exchangeable Shares will be subject to the terms of
such Plan) and (ii) options to purchase Company Common Shares will be exchanged
for options to purchase ordinary shares of Amdocs based on the Exchange Ratio;
WHEREAS, as of the date hereof, each Securityholder is the record and
beneficial owner of, and has the sole right to vote (where applicable) and
dispose of, (i) the number of Company Common Shares set forth in the first
column opposite the name of such Securityholder on Schedule I hereto and (ii)
the number of securities (including warrants, convertible debentures and
options) set forth in the second column opposite the name of such Securityholder
on said Schedule (the "Convertible Securities" and, together with the Company
Common Shares, the "Securities") that are convertible or exchangeable into or
exercisable for the number of Company Common Shares set forth in the third
column opposite the name of such Securityholder for the aggregate consideration
set forth in the fourth column opposite the name of such Securityholder; and
WHEREAS, as a condition to their willingness to enter into the
Combination Agreement and to consummate the transactions contemplated thereby,
Amdocs, Amdocs Parentco and Amdocs Holdco have required that each Securityholder
agree, and each of the Securityholders is willing to agree, to the matters set
forth herein; and
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WHEREAS, in order to induce the Securityholders to enter into this
Agreement, Amdocs has agreed to consummate the Share Restructuring Plan in
accordance with its terms;
NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SECURITYHOLDERS. Each Securityholder
represents and warrants to each of Amdocs, Amdocs Parentco and Amdocs
Holdco as follows:
1.1 BINDING AGREEMENT. To the extent such Securityholder is a natural
person, such Securityholder has the capacity to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.
Such Securityholder has duly and validly executed and delivered this
Agreement and this Agreement constitutes a legal, valid and binding
obligation of such Securityholder, enforceable against such
Securityholder in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights
generally and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law).
1.2 NO CONFLICT. Neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, nor the
compliance with any of the provisions hereof, in the case of such
Securityholder, (a) require any consent, approval, authorization or
permit of, registration, declaration or filing (except for filings
under the Securities Exchange Act of 1934, as amended (the "1934
Act"), and the Securities Act (Ontario) or the securities acts of any
other Canadian province, if applicable) by such Securityholder with,
or notification by such Securityholder to, any governmental entity,
(b) result in a default by such Securityholder (or an event which,
with notice or lapse of time or both, would become a default) or give
rise to any right of termination by any third party, cancellation,
amendment or acceleration under any contract, agreement, instrument,
commitment, arrangement or understanding binding on such
Securityholder, or result in the creation of a security interest,
lien, charge, encumbrance, equity or claim with respect to any of the
Securities owned by such Securityholder or with respect to any shares
of Company Common Stock issuable upon the exchange, conversion or
exercise thereof, (c) require any consent, authorization or approval
of any person other than a governmental entity, or (d) violate or
conflict with any order, writ, injunction, decree or law applicable to
such Securityholder or the Securities set forth opposite the name of
such Securityholder on Schedule I hereto.
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1.3 OWNERSHIP OF SECURITIES. Such Securityholder is the record and
beneficial owner of the Securities set forth opposite such
Securityholder's name on Schedule I hereto, free and clear of any
security interests, liens, charges, encumbrances, equities, claims,
options or limitations of whatever nature and free of any other
limitation or restriction (including any restriction on the right to
vote, sell or otherwise dispose of such Securities) and does not own,
beneficially or of record, any additional equity or debt securities of
the Company. There are no outstanding options or other rights to
acquire from such Securityholder or obligations of such Securityholder
to sell or to acquire (other than the Securities listed on Schedule I
hereto) any Company Common Shares, including without limitation any
Company Common Shares issuable upon conversion, exchange or exercise
of any of the Securities set forth opposite the name of such
Securityholder on Schedule I hereto (except for the proposed sale by
Southwest Sun, Inc., KL Group, Inc. and Xxxxx Xxxxx of an aggregate
437,500 Company Ordinary Shares to Nokia). All of the Convertible
Securities owned by such Securityholder can be converted into the
number of Company Common Shares in the third column opposite such
Securityholder's name on Schedule I hereto for the aggregate
consideration set forth in the fourth column opposite such
Securityholder's name on said Schedule.
1.4 BROKERS. No broker or finder has acted for such Securityholder in
connection with this Agreement or the transactions contemplated hereby
and no broker or finder is entitled to any brokerage or finder's fee
or to any commission in respect thereof based in any way on
agreements, arrangements or understandings made by or on behalf of
such Securityholder, except as referred to in Section 2.15 of the
Combination Agreement.
1.5 NO AFFILIATE OBLIGATIONS. Except for obligations or liabilities
arising between the Company and Telcordia Technologies Inc. (a
subsidiary of Science Applications International Corporation) relating
to the business and operations of the Company and previously disclosed
to Amdocs and under the Combination Agreement and any agreements
executed pursuant thereto, the Company and its affiliates do not have
any obligations or liabilities to such Securityholder or any affiliate
of such Securityholder, except for obligations and liabilities that
will be released in full at no cost to the Company and its affiliates
on or prior to the Closing Date. Immediately subsequent to the
Effective Time, (i) neither the Company nor any of its affiliates will
have any indebtedness outstanding that is payable to such
Securityholder or any of its affiliates and (ii) there will be no
agreements, contracts, leases, arrangements or other understandings
(either written or oral) between such Securityholder and the Company
or any of its affiliates, except for obligations or liabilities
arising between the Company and Telcordia Technologies Inc. (a
subsidiary of Science Applications International Corporation) relating
to the
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business and operations of the Company and previously disclosed to
Amdocs and under the Combination Agreement and any agreements executed
pursuant thereto.
1.6 INVESTMENT PURPOSE; ACCREDITED INVESTOR. Such Securityholder, if a
citizen or resident of the United States, (i) is an accredited
investor as that term is defined in Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), or, if such
Securityholder is not such an accredited investor, such Securityholder
has sufficient knowledge and experience in investing in companies
similar to Amdocs so as to be able to evaluate the risks and merits of
its investment in the Exchangeable Shares, is able financially to bear
the risks thereof and has had an opportunity to discuss Amdocs'
business, management and financial affairs with Amdocs' management;
and (ii) is acquiring the Exchangeable Shares (and will acquire the
Amdocs ordinary shares issuable upon exchange thereof) for its own
account, for investment purposes and not with a view to, or for resale
in connection with, any distribution or public offering thereof with
the meaning of the Securities Act, except pursuant to a valid
registration statement under the Securities Act or pursuant to a valid
exemption therefrom. Such Securityholder, if a citizen or resident of
Canada, (i) is a "sophisticated purchaser" as that term is understood
under Ontario securities law or similar provisions of the securities
acts of the other provinces of Canada, and (ii) is acquiring the
Exchangeable Shares (and will acquire the Amdocs ordinary shares
issuable upon exchange thereof) as principal for its own account and
pursuant to prospectus and registration exemptions under the Ontario
securities law or similar provisions of the securities acts of the
other provinces of Canada or pursuant to exemption orders or rulings
from the securities regulatory authority in each of the provinces of
Canada.
1.7 RESIDENCE. Such Securityholder represents and warrants that such
Securityholder has read and acknowledges the provisions of Section
4.12 of the Combination Agreement and that such Securityholder shall
make the deliveries described in Sections 4.12(i) and 4.12(ii).
1.8 CAPITAL PROPERTY. If such Securityholder is Canadian, such
Securityholder holds the Securities owned by such Securityholder as
"capital property", within the meaning of the ITA.
1.9 NO UNTRUE STATEMENTS. The representations and warranties of such
Securityholder set forth in Sections 1.1 through 1.8 of this Agreement
do not include any untrue statement of a material fact or omit to
state any material fact necessary to make the representations and
warranties set forth in Section 1.1 through 1.8 not misleading.
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2. REPRESENTATION AND WARRANTIES OF AMDOCS, AMDOCS PARENTCO AND AMDOCS HOLDCO.
Amdocs, Amdocs Parentco and Amdocs Holdco jointly and severally represent
and warrant to each of the Securityholders as follows:
2.1 BINDING AGREEMENT. Each of Amdocs, Amdocs Parentco and Amdocs Holdco
is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its formation and each
has full corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and
in the Share Restructuring Plan. The execution and delivery of this
Agreement by Amdocs, Amdocs Parentco and Amdocs Holdco and the
consummation of the transactions contemplated hereby have been duly
and validly authorized by the Board of Directors of each such company.
Amdocs, Amdocs Parentco and Amdocs Holdco have duly and validly
executed this Agreement and this Agreement constitutes a legal, valid
and binding obligation of each of them enforceable against each in
accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights generally and by general
equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law).
2.2 NO CONFLICT. Neither the execution and delivery of this Agreement by
Amdocs, Amdocs Parentco or Amdocs Holdco, the consummation by them of
the transactions contemplated hereby, nor compliance by any of them
with any of the provisions hereof will (a) conflict with or result in
a breach of any provision of their respective Memorandum of
Association, Articles of Association or By-laws, (b) require any
consent, approval, authorization or permit of, registration,
declaration or filing (except for filings under the 1934 Act and with
the Ontario Securities Commission under early warning requirements and
insider reporting requirements, if applicable) with, or notification
to, any governmental entity, or (c) result in a default (or an event
which, with notice or lapse of time or both, would become a default)
or give rise to any right of termination by any third party,
cancellation, amendment or acceleration under any contract, agreement,
instrument, commitment, arrangement or understanding applicable to any
of them.
3. CERTAIN PROHIBITED TRANSFERS.
Prior to the earlier of the Termination Date and the Effective Time, each
Securityholder agrees not to:
3.1 sell, transfer, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding
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with respect to the sale, transfer, pledge, encumbrance, assignment or
other disposition of any Securities or Company Common Shares, or any other
securities into which any Company Shares, Securities or additional shares
of the Company's share capital shall have been converted or changed whether
by amendment to the Articles of Incorporation of the Company, amalgamation,
consolidation or otherwise (collectively, the "Additional Shares") other
than such matters as are expressly contemplated by this Agreement and the
Combination Agreement; or
3.2 grant any proxies or enter into a voting agreement or other
arrangement with respect to any Securities or Company Common Shares
(other than the power of attorney and proxy set forth in Article 5
hereof); or
3.3 deposit any Securities or Company Common Shares into a voting trust.
4. VOTING AGREEMENT AND RELATED MATTERS.
4.1 VOTING AGREEMENT. Until the earlier of the Termination Date and the
Effective Time, each Securityholder agrees to attend all meetings of
the shareholders of the Company and at any meeting of the shareholders
of the Company, however called, or in connection with any action by
written consent by the shareholders of the Company, to vote all of the
shares of Company Common Shares and Additional Shares owned by such
Securityholder (or any shares such Securityholder is entitled to vote,
or direct the voting in respect thereof, as a holder of any Security
other than Company Common Shares) or consents in any action by written
consent:
i) in favor of the transactions contemplated by the Combination
Agreement;
ii) against any action or agreement that could result in a breach in
any material respect of any covenant, representation or warranty
or any other obligation of the Company under the Combination
Agreement; and
iii) against any Acquisition Proposal other than the transactions
contemplated by the Combination Agreement.
4.2 NO DISSENT. Each Securityholder agrees that it will not exercise any
rights of dissent provided under Section 131 of the NBBCA or otherwise
in connection with the Share Restructuring Plan.
4.3 SUPPORT. Each Securityholder agrees that it will do all such things
and take all such steps as Amdocs, Amdocs Parentco or Amdocs Holdco
may reasonably require to be done or taken by such Securityholder to
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support and implement the Share Restructuring Plan and complete the
transactions contemplated by the Combination Agreement; provided,
however, that nothing herein shall require any Securityholder to
convert, exercise or otherwise exchange any Convertible Securities
prior to the time of conversion, exercise or exchange required by the
Combination Agreement and the Share Restructuring Plan. Each
Securityholder agrees not to take any step that is inconsistent with,
or that may delay or prevent, the successful completion of the Share
Restructuring Plan and, in any event, shall have taken all steps
required on its part to be taken to facilitate the completion of the
Share Restructuring Plan within five business days of the approval of
the Share Restructuring Plan by the shareholders of the Company, other
than such steps as are expressly provided for in this Agreement and
the Combination Agreement.
4.4 NOKIA AGREEMENT. Each of Southwest Sun Inc., Xxxxx Xxxxx and X.X.
Group Inc. hereby agrees to sell to Nokia prior to the Effective Time
an aggregate 437,000 Solect Common Shares at US $10.65 per share, in
accordance with the term sheet of January 2000 among Nokia and such
Securityholders.
5. POWER OF ATTORNEY AND PROXY.
5.1 GRANT OF POWER OF ATTORNEY AND PROXY. Each Securityholder hereby
irrevocably appoints Xxxxxxx Xxxx, or failing him Xxx Xxxxxxx, or
failing him Xxxxxx X. X'Xxxxx, and each of them, (the "Attorneys") or
any other designee of Amdocs, the attorneys-in-fact and proxies of
such Securityholder, each with full power of substitution:
i) to attend any meeting of the shareholders of the Company,
including any adjournment or postponement thereof, on behalf of
such Securityholder, and at such meeting, with respect to all
shares of Company Common Stock or other securities owned by such
Securityholder on the date hereof or acquired hereafter that are
entitled to vote at such meeting or over which such
Securityholder has voting power (or the power to direct the
voting in respect of) and any and all other shares of Company
Common Stock or other securities issued on or after the date
hereof in respect of any such shares, including, without
limitation, the Securities listed opposite such Securityholders'
name on Schedule I hereto, to vote in the manner set forth in
items i) through iii) of Section 4.1 above.
ii) to execute and deliver one or more consents in writing (pursuant
to Section 75 of the NBBCA) in lieu of such meeting or
adjournment thereof;
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iii) if no meeting of shareholders is scheduled in accordance with the
Combination Agreement, or any such meeting is cancelled or
adjourned, and no action is taken by written consent in lieu
thereof, to take action to call a special shareholders meeting of
the Company or to act by written consent for the purpose of (i)
approving the transactions contemplated by the Combination
Agreement or any action with respect thereto or (ii) taking
action with respect to any Acquisition Proposal; and
iv) to waive for the term of this proxy any and all rights of such
Securityholder to exercise any dissent rights provided under
Section 131 of the NBBCA or otherwise in connection with the
Share Restructuring Plan.
5.2 PROXY TERMS. Each Securityholder affirms that this power of attorney
and proxy is issued in connection with the Combination Agreement to
facilitate the transactions contemplated thereby and in consideration
of Amdocs, Amdocs Parentco and Amdocs Holdco entering into the
Combination Agreement and as such power of attorney and proxy is
coupled with an interest and, to the fullest extent provided by law,
irrevocable. This power of attorney and proxy will terminate upon the
earliest to occur of (a) any material amendment to the terms and
conditions of the Share Restructuring Plan which has not been agreed
to in writing by the Company, (b) the closing of the transactions
described in the Combination Agreement and (c) the termination of the
Combination Agreement in accordance with its terms. For purposes of
this power of attorney and proxy, any notice of any shareholders'
meeting and any written consent shall be deemed delivered to such
Attorneys and proxies and their substitutes when delivered to Amdocs
in accordance with Section 8.9 below, and any written consent shall be
deemed delivered to the Company when delivered to it in accordance
with the Combination Agreement.
5.3 CONFIRMATION. By execution and delivery of this Agreement, each
Securityholder confirms that such Securityholder has received a copy
of the Combination Agreement and that all other information deemed
necessary by such Securityholder concerning the Share Restructuring
Plan, the Combination Agreement and the transactions contemplated
thereby or any other matters considered by such Securityholder to be
relevant to its decision to enter into this Agreement and grant this
power of attorney and proxy has been made available to such
Securityholder.
5.4 REVOCATION OF PRIOR OR SUBSEQUENT PROXIES. This Agreement revokes any
and all other powers of attorney and proxies heretofore granted by
each and any Securityholder to vote or otherwise to act with respect
to any of the Securities or Additional Shares to which the power of
attorney and proxy granted under this Section 5 relates. No
Securityholder shall give any subsequent power of attorney and/or
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proxy (and such power of attorney and/or proxy, if given, shall be
deemed not to be effective) with respect to such Securities or
Additional Shares that purports to grant authority within the scope of
the authority hereby conferred, except on the express condition that
such power of attorney and/or proxy shall not be effective unless and
until this power of attorney and proxy shall have terminated in
accordance with its terms.
5.5 SURVIVORSHIP. All authority herein conferred or agreed to be conferred
shall survive the death, dissolution, liquidation or incapacity of any
Securityholder and any obligation of any Securityholder hereunder
shall be binding upon the heirs, personal representatives, successors
and assigns of such Securityholder.
6. TERMINATION OF INVESTOR RIGHTS; ETC.
6.1 TERMINATION OF AGREEMENTS. To the extent a party thereto, each
Securityholder hereby agrees that, without any further action by any
party, each of the (i) the Second Amended and Restated Shareholders
Agreement dated as of December 17, 1999, as amended to the Effective
Time, between Solect and the Major Shareholders and the Purchasers
(and such terms are defined therein), (ii) the Second Amended and
Restated Investor's Rights Agreement dated as of December 17, 1999, as
amended to the Effective Time, between Solect and the investors listed
on Schedule A thereto and (iii) the Management Rights Agreement dated
July 27, 1998 between Solect and TCV II Strategic Partners, L.P., (iv)
the Convertible Debenture Purchase Agreement dated as of December 17,
1999, as amended to the Effective Time, between Solect and the
Investors listed on Schedule A thereto, (v) the Convertible Debenture
and Warrant Purchase Agreement dated as of January 11, 1999, as
amended to the Effective Time, between Xxxxxxx and the Investors
listed on Schedule A thereto and (vi) the Convertible Debenture and
Warrant Purchase Agreement dated as of July 27, 1998, as amended to
the Effective Time, between Xxxxxxx and the Investors listed on
Schedule A thereto (collectively, the "Terminated Agreements") shall
terminate as of the Effective Time.
6.2 WAIVER OF CERTAIN RIGHTS. Each Securityholder hereby waives any notice
requirements, consents, approval rights or other rights provided for
in any of the Terminated Agreements or in any other agreement that
have or will become effective prior to the termination thereof,
including, without limitation, any rights of first refusal, any
co-sale right, any right arising from or in reliance upon any
representation and warranty or from any affirmative or negative
covenant, or any right to receive notice from the Company or any other
person prior to the consummation of the Share Restructuring Plan, the
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holding of the shareholders meeting to be held to consider the Share
Restructuring Plan, the execution of the Combination Agreement or any
other transaction contemplated thereby or hereby or to consent to any
such transaction. Each Securityholder also hereby waives (effective as
of the Effective Time) any and all rights for indemnification
available to such Securityholder pursuant to any agreement between the
Company and such Securityholder regarding the issuance, sale or other
transfer to such Securityholder of any Company Common Shares,
warrants, debentures, options or any other equity, debt or other
Securities of the Company.
6.3 APPROVAL OF INVESTMENT. Each Securityholder hereby approves and
confirms the terms of the proposed issuance by the Company to British
Telecommunications plc of 437,500 Company Common Shares for an
aggregate purchase price of $4,659,375, as contemplated by the Summary
of Offering Terms dated January 2000, hereby authorizes the Company's
officers and directors to complete such transaction and hereby
ratifies and confirms the actions of such officers and directors
pursuant to such authorization and agrees to vote in favor of any
shareholder resolution approving or ratifying the same.
7. LOCK-UP PROVISIONS.
In consideration of the execution and delivery of the Combination Agreement
by Amdocs, Amdocs Parentco and Amdocs Holdco, and in order to induce each
of them to consummate the transactions contemplated thereby and in the
Share Restructuring Plan, each Securityholder hereby agrees as follows:
7.1 LOCK-UP PERIOD. Except to the extent provided in separate agreements
between Amdocs and employees of Solect or companies controlled by them
or as otherwise agreed to by Amdocs in advance in writing, during the
period commencing at the Effective Time and continuing until the first
anniversary thereof, not to, directly or indirectly, offer, sell,
contract to sell or otherwise dispose of, any Exchangeable Shares
received by the Shareholder upon the Effective Date in exchange for
the Company Common Shares and any Amdocs Ordinary Shares issued upon
the exchange of such Exchangeable Shares (other than exchanges of
Exchangeable Shares for Amdocs Ordinary Shares pursuant to the Share
Restructuring Plan) except as follows:
Percentage of Amdocs
Number of Months Ordinary Shares
After Effective Date Available for Sale
Up to 90 days after the Effective 0
Date
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From 90 days to 6 months 33%
From 6 to 12 months 66%
After 12 Months 100%
7.2 PERMITTED TRANSFERS. Notwithstanding the foregoing, the restrictions
specified herein shall not apply to any transfer to a trust for the
benefit of any Securityholder or members of such Securityholder's
family or any transfer by way of gift or donation, or any transfer to
an affiliate of any Securityholder; PROVIDED, in each case, that the
transferee thereof shall have undertaken to comply with the
restrictions and obligations contained in this Agreement with respect
to the transferred shares in a written instrument satisfactory to
Amdocs and countersigned by Amdocs prior to the transfer thereof.
8. MISCELLANEOUS.
8.1 CONSUMMATION OF SHARE RESTRUCTURING. Amdocs, Amdocs Parentco and
Amdocs Holdco hereby agree, in order to induce the other parties
hereto to enter into this Agreement, that they will consummate the
Share Restructuring Plan upon the terms and subject to the conditions
set forth therein and in the Combination Agreement.
8.2 ADDITIONAL SHARES. Each Securityholder hereby agrees, while this
Agreement is in effect, to promptly notify Amdocs of the number of
Additional Shares acquired by such Securityholder, if any, after the
date hereof.
8.3 EFFORTS. Each Securityholder agrees not to take any action that would
make any representation or warranty of such Securityholder herein
untrue or incorrect in any material respect or take any action that
would have the effect of preventing or disabling such Securityholder
from performing its obligations under this Agreement.
8.4 TERMINATION. It is understood that, if the Combination Agreement
(other than the provisions thereof that survive termination) shall
terminate or be terminated prior to issuance of the Exchangeable
Shares, each Securityholder will be immediately released without any
further action on its part from its obligations under this Agreement.
8.5 SPECIFIC ENFORCEMENT. The parties hereto acknowledge that damages
would be an inadequate remedy for a breach of this Agreement and that
the obligations of the parties hereto shall be specifically
enforceable, in addition to any other remedy that may be available at
law or in equity.
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8.6 COMMISSIONS. Each Securityholder and Amdocs, in connection with the
transactions contemplated hereby, and except as provided in the
Combination Agreement, agree to indemnify severally and not jointly
and hold the other harmless from and against any and all claims,
liabilities or obligations with respect to any brokerage fees,
commissions or finders' fees asserted by any person on the basis of
any act or statement alleged to have been made by such party or its
affiliate.
8.7 EXPENSES. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses.
8.8 AMENDMENT. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written
agreement executed by all of the parties hereto.
8.9 NOTICES. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained
in a written instrument and shall be deemed given if delivered
personally, by facsimile, sent by nationally-recognized overnight
courier or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following address
(or at such other address for a party as shall be specified by like
notice):
i) If to Amdocs, Amdocs Parentco or Amdocs Holdco, to:
c/o Amdocs Management Limited
Xxxxx Xxxxxxxxx
0-0 Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Facsimile No.: 00-000-000-0000
with a copy to:
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
U.S.A.
Attention: Xxxxxx X. Xxxxxx
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Facsimile No.: (000) 000-0000
ii) If to any Securityholder, to such Securityholder at the address
or facsimile number set forth on Schedule I hereto.
8.10 ENTIRE AGREEMENT. This Agreement (including the documents and
instruments referred to herein), together with the Registration Rights
Agreement and the Escrow Agreement, constitutes the entire agreement
and supersedes all other prior agreements and understandings, both
written and oral, among the parties, or any of them, with respect to
the subject matter hereto.
8.11 SUCCESSORS AND ASSIGNS. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the
other parties hereto, except that this Agreement may be assigned in
whole or in part to any affiliate of Amdocs. This Agreement will be
binding upon, inure to the benefit of and be enforceable by each party
and such party's respective heirs, beneficiaries, executors,
representatives and permitted assigns.
8.12 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
8.13 GOVERNING LAW. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the
State of New York (without giving effect to the provisions thereof
relating to conflicts of law).
8.14 SEVERABILITY. Any term or provision of this Agreement that is invalid
or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability
without rendering invalid or unenforceable the remaining terms and
provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in
any other jurisdiction. If any provision of this Agreement is so broad
as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
8.15 INDEPENDENT LEGAL ADVICE. Each Securityholder has received independent
legal advice with respect to the matters covered by this Agreement
prior to executing this Agreement or has been offered the opportunity
to seek such advice and has declined to do so.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each Securityholder and a duly authorized officer of Amdocs, Amdocs
Parentco, Amdocs Holdco and the Securityholders on the day and year first
written above.
AMDOCS LIMITED
By: /s/ XXXXXX X. X'XXXXX
Name: Xx. Xxxxxx X. X'Xxxxx
Title: Treasurer and Secretary
AMDOCS(DENMARK) APS.
By: /s/ XXXXXX X. X'XXXXX
Name: Xx. Xxxxxx X. X'Xxxxx
Title: Director
AMDOCS HOLDINGS ULC
By: /s/ XXXXXX X. X'XXXXX
Name: Xx. Xxxxxx X. X'Xxxxx
Title: Director
SOUTHWEST SUN, INC.
By: /s/ XXXX XXXXXXXX
Name: Mr. Xxxx Xxxxxxxx
Title:
KL GROUP, INC.
By: /s/ XXXX XXXXXXXXX
Name: Xx. Xxxx Xxxxxxxxx
Title: Chairman
15
By: /s/ XXXXX XXXXX
Mr. Xxxxx Kimsa
TCV SOLECT (A) SRL
By: /s/ XXXXXX X. XXXXXX
Name: Xx. Xxxxxx X. Xxxxxx
Title: Manager
TCV SOLECT (B) SRL
By: /s/ XXXXXX X. XXXXXX
Name: Xx. Xxxxxx X. Xxxxxx
Title: Manager
TCV SOLECT (C) SRL
By: /s/ XXXXXX X. XXXXXX
Name: Xx. Xxxxxx X. Xxxxxx
Title: Manager
16
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ XXXXXXX XXXXXXX
Name: Xx. Xxxxxxx Xxxxxxx
Title: Senior Vice President
BCS INVESTMENT SRL
By: /s/ XX XXXXXXXX
Name: Xx. Xx Xxxxxxxx
Title: President
WPG NETWORKING-SOFTWARE SRL
By: /s/ XXXXXXX XXXXXX
Name: Mr. Xxxxxxx Xxxxxx
Title: General Counsel/Manager
XXXXXX XXXXXXX XXXX
XXXXXX EQUITY FUNDING, INC.
By: /s/ XXXXX XXXXXX
Name: Mr. Xxxxx Xxxxxx
Title: Vice President
17
SCHEDULE I
(3)
(1) (2) Number of Common (4)
Number Amount and Shares that Convertible Aggregate
of Company Form of Convertible Securities Conversion
Securityholder and Address Common Shares Securities Are Convertible Into or Exercise Price
-------------------------- ------------- ---------- -------------------- -----------------
Southwest Sun Inc. 5,700,000 X/X X/X X/X
000 Xxxxxxxxx, Xxxxxx, Xxx. X0X 0X0
Attn: Xxxx Xxxxxxxx
Xxxxx Xxxxx 1,425,000 N/A N/A N/A
000 Xxxx Xxxxx Xx.,
Xxxxxxx, Xxx. X0X 0X0
KL Group Inc. 937,500 N/A N/A N/A
000 Xxxx Xx. X., Xxxxxxx, Xxx. X0X 0X0
Attn: Xxxx Xxxxxxxxx
TCV Solect (A) SRL N/A $2,131,183 554,274 N/A
c/o Ernst &Young, XX Xxx 000, Xxx Xx., Xxxxxxxxxxx
Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxx
Attn: Xxxxx Xxxxxx
TCV Solect (B) SRL N/A $2,185,574 568,420 N/A
x/x Xxxxx & Xxxxx, Xxxxxxxxxxx
" Debenture
"
18
TCV Solect (C) SRL N/A $2,683,243 697,853 N/A
" Convertible
Debenture
TCV Solect (A) SRL N/A $1,069,216 92,975 N/A
" Convertible
Debenture
TCV Solect (B) SRL N/A $1,096,504 95,348 N/A
" Convertible
Debenture
TCV Solect (C) SRL N/A $1,346,184 117,059 N/A
" Convertible
Debenture
TCV Solect (A) SRL N/A N/A 197,596 N/A
" Warrants
TCV Solect (B) SRL N/A N/A 203,009 N/A
" Warrants
TCV Solect (C) SRL N/A N/A 249,235 N/A
" Warrants
TCV Solect (A) SRL N/A $2,131,183 41,285 51.62
" Liquidity
Preference
on Conv.
Debentures
TCV Solect (B) SRL N/A $2,185,574 42,339 51.62
" Liq. Pref.
on Conv.
Debentures
19
TCV Solect (C) SRL N/A $2,683,243 51,980 51.62
" Liq. Pref.
on Conv.
Debentures
Science Applications International Corporation N/A $19,230,769 5,001,500 3.845
00000 Xxxxxx Xxxxx Xxxxx, XX X0-X Convertible
Xxx Xxxxx, XX, XXX, 00000 Debentures
Attn: Xxxx Xxxxxxx
Science Applications Intl. Corp. $4,000,000 347,826 11.500
" Convertible
Debentures
Science Applications Intl. Corp. N/A 2,500,750 N/A
" Warrants
Science Applications Intl. Corp. N/A 200,000 N/A
" Warrants
BCS Investment SRL $12,500,000 1,086,957 11.500
c/o Xxxxxx and Young, XX Xxx 000, Xxx Xx. Xxxxxxxxxxx
Xxxxxxxxxx, Xxxxxxxx Debentures
Attn: Xx Xxxxxxxx
Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity Funding, Inc. $1,000,000 86,957 11.500
0000 Xxxxxxxx, Xxx Xxxx, XX, XXX, 00000 Convertible
Attn: Xxxxx Xxxx Debentures
WPG Networking-Software SRL $12,465,000 1,083,913 11.500
c/o Ernst and Young, XX Xxx 000, Xxx Xx.
Xxxxxxxxxx, Xxxxxxxx
Attn: Xxx Xxxxx
00
