1
EXHIBIT 10.3
AMENDMENT NO. 2
TO
STOCK PURCHASE AGREEMENT
This Amendment No. 2 to Stock Purchase Agreement (this "Amendment"),
dated as of June 21, 2001, is entered into by (i) each of the undersigned
parties to the Stock Purchase Agreement, dated as of May 1, 2001, by and among
Xxxxxxx.xxx, Inc., General Atlantic Partners 74, L.P., GAP Coinvestment Partners
II, L.P., GapStar, LLC and International Capital Partners, Inc., Profit Sharing
Trust (collectively the "Original Parties"), as amended by Amendment Xx. 0
("Xxxxxxxxx Xx. 0") thereto, dated June 21, 2001 (the "Stock Purchase
Agreement"), and (ii) Sports Capital Partners, L.P., a Delaware limited
partnership ("SC Delaware"), Sports Capital Partners (Cayman Islands), L.P., a
Cayman Islands limited partnership ("SC Cayman"), Sports Capital Partners CEV,
LLC, a Delaware limited liability company ("SC LLC" and together with SC
Delaware and SC Cayman, "Sports Capital"), Ardara Inc., a British Virgin Islands
corporation ("Ardara"), and the Persons listed on Exhibit A hereto (the "ZCG
Purchasers" and, collectively with Ardara and Sports Capital, the "Additional
Purchasers").
WHEREAS, as of the date hereof, the Original Parties have made no
amendments or modifications or entered into any supplemental agreements to the
Stock Purchase Agreement (other than Amendment No. 1 thereto);
WHEREAS, as of the date hereof, none of the Original Parties has waived
any term or condition under the Stock Purchase Agreement; and
WHEREAS, in accordance with Section 12.4(b) of the Stock Purchase
Agreement, the Company, each of the GAP Purchasers and ICP wish to amend certain
sections of the Stock Purchase Agreement to permit the Original Parties and the
Additional Purchasers to purchase the number of shares of Preferred Stock set
forth on Schedule 2.1 and Schedule 2.3 hereto.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and obligations set forth herein, the parties hereto agree as follows:
1. Definitions. For all purposes of this Amendment:
(a) Capitalized terms used but not defined herein shall have the
respective meanings assigned to such terms in the Stock Purchase Agreement; and
(b) The terms "hereby," "hereto," hereof," and "herewith" and other
words of similar import refer to this Amendment, except where such terms appear
in the amended language of the Stock Purchase Agreement set forth in this
Amendment.
2. Amendment to Definitions under the Stock Purchase Agreement.
(a) The definition of "Additional Purchasers" is hereby added to Section
1.1 of the Stock Purchase Agreement as follows:
"Additional Purchasers" means Sports Capital, Ardara and the ZCG
Purchasers.
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(b) The definition of "Affiliate" set forth in Section 1.1 of the Stock
Purchase Agreement is hereby deleted and replaced in its entirety as follows:
"Affiliate" shall mean any Person who is an "affiliate" as defined
in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act. In addition, the following shall be deemed to be
Affiliates of GAP Coinvestment, GAP LP and GapStar: (a) GAP LLC, the
members of GAP LLC, the limited partners of GAP Coinvestment and the
limited partners of GAP LP; (b) any Affiliate of GAP LLC, the
members of GAP LLC, the limited partners of GAP Coinvestment or the
limited partners of GAP LP; and (c) any limited liability company or
partnership a majority of whose members or partners, as the case may
be, are members or former members of GAP LLC or consultants or key
employees of General Atlantic Service Corporation, a Delaware
corporation and an Affiliate of GAP LLC. In addition, GAP LP, GAP
Coinvestment and GapStar shall be deemed to be Affiliates of one
another. Additionally, the following shall be deemed to be
Affiliates of SC LLC, SC Delaware and SC Cayman: (a) the direct and
indirect beneficial owners (whether limited or general partners,
shareholders, stockholders or otherwise) of SC LLC, the direct and
indirect beneficial owners (whether limited or general partners,
shareholders, stockholders or otherwise) of SC Delaware and the
direct and indirect beneficial owners (whether limited or general
partners, shareholders, stockholders or otherwise) of SC Cayman; (b)
any Affiliate of the members of SC LLC, the limited partners of SC
Delaware or the limited partners of SC Cayman; and (c) any limited
liability company or partnership a majority of whose members or
partners, as the case may be, are members or key employees of Sports
Capital Partners, LLC, a Delaware limited liability company, SC LLC,
SC Delaware and SC Cayman. In addition, SC LLC, SC Delaware and SC
Cayman shall be deemed to be Affiliates of one another.
(c) The definition of "Ardara" is hereby added to Section 1.1 of the
Stock Purchase Agreement as follows:
"Ardara" means Ardara Inc., a British Virgin Islands
corporation.
(d) The definition of "Purchasers" set forth in Section 1.1 of Stock
Purchase Agreement is hereby deleted and replaced in its entirety as follows:
"Purchasers" means the GAP Purchasers, ICP, Sports Capital, Ardara
and the ZCG Purchasers.
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(e) The definition of "Sports Capital" is hereby added to Section 1.1 of
the Stock Purchase Agreement as follows:
"Sports Capital" means Sports Capital Partners, L.P., a Delaware
limited partnership, Sports Capital Partners (Cayman Islands), L.P.,
a Cayman Islands limited partnership, and Sports Capital Partners
CEV, LLC, a Delaware limited liability company.
(f) The definition of "ZCG Purchasers" is hereby added to Section 1.1 of
the Stock Purchase Agreement as follows:
"ZCG Purchasers" means those Persons listed on Schedule 1 hereto
that ultimately purchase Preferred Stock under this Agreement.
3. Addition of New Section 2.7. A new Section 2.7 is hereby added to the Stock
Purchase Agreement to read in its entirety as follows:
2.7 Ardara and ZCG Purchasers Purchase Option.
(a) Notwithstanding the provisions of Section 2.1 and Section 2.3 of
this Agreement, if (i) at any time prior to the First Closing or the
Second Closing, (A) any closing condition set forth in Article V or
Article VII of this Agreement, as the case may be, shall have not been
satisfied, whether or not waived pursuant to the terms of this Agreement
by the Purchasers entitled to do so hereunder, (B) the Certificate of
Designations shall have been filed in a form other than the form of
Exhibit B attached hereto or shall have been revoked or (C) the
Registration Rights Agreement or this Agreement shall have been further
amended or modified (except as provided for therein) or (ii) the First
Closing or Second Closing, as the case may be, shall not have occurred
by November 30, 2001, then Ardara and each of the ZCG Purchasers shall
have no further obligations under this Agreement; provided, however,
that Ardara and each of the ZCG Purchasers may, but shall have no
obligation to, purchase the shares of Preferred Stock such party would
otherwise have been obligated to purchase at one or both of the
closings, as such party shall determine in his, her or its sole
discretion.
(b) ICP's obligation to purchase shares of Preferred Stock at each of
the First Closing and the Second Closing pursuant to this Agreement
shall be reduced if and to the extent that Ardara and the ZCG Purchasers
purchase shares of Preferred Stock pursuant to Section 2.1 or Section
2.3 of this Agreement and, in such case, the number of shares of
Preferred Stock that ICP is obligated to purchase hereunder at the First
Closing or the Second Closing, as the case may be, shall only be reduced
by the number of shares of Preferred Stock that Ardara and the ZCG
Purchasers actually purchase pursuant to this Agreement at such First
Closing or Second Closing.
(c) Notwithstanding the provisions of Sections 2.2 and 2.4, certificates
representing shares of Preferred Stock purchased by any ZCG Purchaser
shall be registered in the name of such Purchaser's nominee, if any, as
indicated on Schedule 1 hereto.
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4. Addition of New Section 2.8. A new Section 2.8 is hereby added to the Stock
Purchase Agreement to read in its entirety as follows:
2.8 Sports Capital Purchase Option. Notwithstanding the provisions of
Section 2.3 of this Agreement, if on or prior to the Second Closing (i)
any of the conditions of the Purchasers to the Second Closing shall not
have been satisfied whether or not waived pursuant to the terms of this
Agreement by the purchasers entitled to do so hereunder or (ii) any
provision of this Agreement has been amended, modified or supplemented
in a manner that adversely affects Sports Capital in a manner different
than any other Purchaser hereunder then Sports Capital shall have no
further obligations under this Agreement; provided, however, that Sports
Capital may (but shall have no obligation to) purchase, in its sole
discretion, the shares of Preferred Stock that it would have been
otherwise obligated to purchase hereunder at such Second Closing.
5. Amendment to Section 4.1 of the Stock Purchase Agreement. Section 4.1 of the
Stock Purchase Agreement is hereby deleted and replaced in its entirety as
follows:
4.1 Existence and Power. Such Purchaser is (a) (i) an individual or (ii)
a limited partnership, corporation, limited liability company or trust
duly organized and validly existing under the laws of the jurisdiction
of its formation and (b) has (i) if such Purchaser is an individual, the
legal capacity or (ii) if such Purchaser is a limited partnership,
corporation, limited liability company or trust, requisite partnership,
corporate, limited liability company or trust, as the case may be, power
and authority to execute, deliver and perform its obligations under this
Agreement and the Registration Rights Agreement.
6. Amendment to Section 4.7 of the Stock Purchase Agreement. Section 4.7 of the
Stock Purchase Agreement is hereby deleted and replaced in its entirety with the
following:
4.7 Broker's, Finder's or Similar Fees.
(a) Except for a fee that Ardara and the ZCG Purchasers are paying to
ICP or its Affiliates, there are no brokerage commissions, finder's fees
or similar fees or commissions payable by such Purchaser in connection
with the transactions contemplated hereby based on any agreement,
arrangement or understanding with such Purchaser or any action taken by
such Purchaser.
(b) With regard to any fees paid by Ardara and the ZCG Purchasers and
received by ICP or its Affiliates, ICP (and not any of the GAP
Purchasers) represents and warrants that such fees are in compliance
with the securities laws of the United States of America, and any
applicable state securities laws.
7. Amendment to Article V of the Stock Purchase Agreement. With regard to the
entire Article V of the Stock Purchase Agreement, the term "Purchasers" is
replaced with the words "Purchasers purchasing Initial Purchased Shares."
8. Amendment to Article VII of the Stock Purchase Agreement. With regard to the
entire Article VII of the Stock Purchase Agreement, the term "Purchasers" is
replaced with the words "Purchasers purchasing Additional Purchased Shares."
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9. Addition of New Section 7.14. A new Section 7.14 is hereby added to the Stock
Purchase Agreement to read in entirety as follows:
7.14 Registration Rights Agreement. The Registration Rights Agreement
shall be in full force and effect and shall have been amended to add
Sports Capital as parties thereto, which such amendment will (i) grant
Sports Capital registration rights similar to those held by the Major
Stockholders (as defined in the Registration Rights Agreement) and (ii)
amend the definition of Affiliate thereunder such that, with respect to
Sports Capital, it is consistent with the definition of "Affiliate"
hereunder.
10. Amendment to Section 10.3(b) of the Stock Purchase Agreement. Section
10.3(b) of the Stock Purchase Agreement is hereby deleted and replaced in its
entirety with the following:
(b) If requested by the Company, each Purchaser shall use its
commercially reasonable efforts to assist the Company in preparing the
Proxy Statement, including, without limitation, providing to the Company
any information regarding such Purchaser required to be included
therein. The Company will make such disclosures as may be required by
applicable law with respect to the ZCG Purchasers or Xxxxxxx Capital
Group LLC in (i) the Proxy Statement and (ii) any Registration Statement
filed with the Commission as contemplated by the Registration Rights
Agreement only in a manner consistent with such information provided by
the ZCG Purchasers. The ZCG Purchasers (and none of the other
Purchasers) represent and warrant that any such information provided by
the ZCG Purchasers with respect to the ZCG Purchasers or Xxxxxxx Capital
Group LLC for inclusion in the Proxy Statement or Registration Statement
filed with the Commission shall be accurate in all material respects.
11. Addition of New Section 10.13. A new Section 10.13 is hereby added to the
Stock Purchase Agreement to read in entirety as follows:
10.13 Amendment to the Registration Rights Agreement. Until the Second
Closing, each of the Company, the GAP Purchasers and ICP will not amend,
modify, supplement or give any waiver or consent to departure from the
provisions of the Registration Rights Agreement if and to the extent
that such amendment, modification, supplement or waiver would adversely
affect Sports Capital if Sports Capital were Major Stockholders (as
defined in the Registration Rights Agreement) at the time such
amendment, modification, supplement or waiver is made in a manner
different from any of the other Purchasers without first obtaining the
written consent of Sports Capital.
12. Amendment to Section 12.2 of the Stock Purchase Agreement. Section 12.2 of
the Stock Purchase Agreement is hereby deleted and replaced in its entirety with
the following:
12.2 Notices. All notices, demands and other communications provided for
or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested,
telecopier, courier service or personal delivery:
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(a) if to the Company:
Xxxxxxx.xxx, Inc.
000 Xxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: W. Xxxxxx Xxxxxx
with a copy to:
Xxxxxxx Phleger & Xxxxxxxx LLP
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxxxx, Esq.
(b) if to the GAP Purchasers:
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxx, Esq.
(c) if to ICP:
International Capital Partners, Inc., Profit
Sharing Trust
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxxxx
with a copy to:
Xxxxxxxx & Xxxxxxxx
Four Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: 000-000-0000
Attention: Xxxxxxx Xxxxxxxxx, Esq.
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(d) if to Sports Capital:
c/o Sports Capital Partners
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Telecopy: 000-000-0000
Attention: Xxxxxxx X. Xxxxx, Partner
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxxxxx, Esq.
(e) if to Ardara:
Lombard, Odier & Co.
00, Xxx xx xx Xxxxxxxxxx
0000 Xxxxxx Xxxxxxxxxxx
Telecopy: 011-41-22-709-3944
Attention: Xxxxx Xxxxxx Bastaroli
with a copy to:
c/o International Capital Partners, Inc.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxxxx
(f) if to the ZCG Purchasers:
c/o Zesiger Capital Group LLC
000 Xxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000
Attention: Xxxxxx X. Xxxxxxx
with a copy to:
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: 000-000-0000
Attention: Xxxx Xxxxxx, Esq.
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13. Amendment to Section 12.3 of the Stock Purchase Agreement. Section 12.3 of
the Stock Purchase Agreement is hereby deleted and replaced in its entirety with
the following:
12.3 Successors and Assigns; Third Party Beneficiaries. This Agreement
shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto. Subject to applicable
securities laws and the terms and conditions thereof, the Purchasers may
assign any of their rights under this Agreement or the Registration
Rights Agreement to any of their respective Affiliates. The Company may
not assign any of its rights under this Agreement without the written
consent of the GAP Purchasers and ICP. Except as provided in Article IX,
no Person other than the parties hereto and their successors and
permitted assigns is intended to be a beneficiary of this Agreement.
14. Amendment to Section 12.4(b) of the Stock Purchase Agreement. Section
12.4(b) of the Stock Purchase Agreement is hereby deleted and replaced in its
entirety with the following:
(b) Any amendment, supplement or modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement, and any
consent to any departure by the Company or the Purchasers from the terms
of any provision of this Agreement, shall be effective (i) only if it is
made or given in writing and signed by each of (A) the Company, (B) the
GAP Purchasers and (C) ICP, and (ii) only in the specific instance and
for the specific purpose for which made or given; provided however, (i)
any amendment, supplement or modification of or to Section 2.7 only (or
waiver of such section only) shall require the written consent of each
of the Company, the GAP Purchasers, ICP, Ardara and each of the ZCG
Purchasers, and (ii) any amendment, supplement or modification of or to
Section 2.8 only (or waiver of such section only) shall require the
written consent of each of the Company, the GAP Purchasers, ICP, and
Sports Capital. For the avoidance of doubt, to the extent that any term
or condition herein (either generally or in a particular instance and
either retroactively or prospectively) may be waived or must be
satisfied, only the written consent of the GAP Purchasers and ICP shall
be required to effect such waiver on behalf of the Purchasers or for the
satisfaction of such provision on behalf of the Purchasers; provided,
that any such waiver effected or satisfaction granted in accordance with
this sentence shall be binding upon each holder of any securities
purchased under this Agreement at the time outstanding (including
securities into which such securities are convertible) and each future
holder of all such securities. If any amendment, supplement or
modification is made to, or waiver given, under this Agreement pursuant
to this Section 12.4(b), the Company shall provide prompt notice of such
amendment, supplement, modification or waiver to the Additional
Purchasers (if such amendment, modification, supplement or waiver occurs
prior to either the First Closing or Second Closing, the notice
contemplated by this sentence shall also be delivered prior to such
First Closing or Second Closing, as the case may be). Except where
notice is specifically required by this Agreement, no notice to or
demand on the Company in any case shall entitle the Company to any other
or further notice or demand in similar or other circumstances.
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15. Amendment of Schedule 2.1 to the Stock Purchase Agreement. Schedule 2.1 of
the Stock Purchase Agreement is hereby deleted and replaced in its entirety with
Schedule 2.1 hereto.
16. Amendment of Schedule 2.3 to the Stock Purchase Agreement. Schedule 2.3 of
the Stock Purchase Agreement is hereby deleted and replaced in its entirety with
Schedule 2.3 hereto.
17. Addition of Schedule 1 to the Stock Purchase Agreement. Exhibit A to this
Amendment is hereby added to the Stock Purchase Agreement as Schedule 1 thereto.
18. Amendment of Exhibit D to the Stock Purchase Agreement. Exhibit D to the
Stock Purchase Agreement (the Registration Rights Agreement) is hereby deleted
and replaced in its entirety with Exhibit B attached hereto.
19. Miscellaneous.
(a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAW THEREOF.
(b) Upon execution and delivery of this Amendment by the parties hereto,
the Stock Purchase Agreement shall be amended in accordance herewith and this
Amendment shall form part of the Stock Purchase Agreement for all purposes and
the parties hereto shall be bound by the Stock Purchase Agreement, as so
amended.
(c) This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(d) The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
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IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
set forth below as of the date first written above.
XXXXXXX.XXX, INC.
By: /s/ XXXX XXXXX
--------------------------------
Name: Xxxx Xxxxx
Title: Chief Financial Officer
GENERAL ATLANTIC PARTNERS 74, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: A Managing Member
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: A General Partner
GAPSTAR, LLC
By: GENERAL ATLANTIC PARTNERS, LLC,
its Managing Member
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: A Managing Member
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INTERNATIONAL CAPITAL PARTNERS,
INC., PROFIT SHARING TRUST
By: /s/ N. E. XXXXXXXX
--------------------------------
Name: N. E. Xxxxxxxx
Title: Trustee
ARDARA INC.
By:
--------------------------------
Name:
Title:
ZCG PURCHASERS
By: Xxxxxxx Capital Group, LLC,
as agent and attorney in fact
By: /s/ XXXXXX XXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
SPORTS CAPITAL PARTNERS, L.P.
By: Sports Capital Partners, LLC,
Its Managing Partner
By: /s/ XXXXX XXXXXX
--------------------------------
Name: Xxxxx Xxxxxx
Title: President
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SPORTS CAPITAL PARTNERS (CAYMAN
ISLANDS), L.P.
By: Sports Capital Partners, LLC,
Its Managing Partner
By: /s/ XXXXX XXXXXX
--------------------------------
Name: Xxxxx Xxxxxx
Title: President
SPORTS CAPITAL PARTNERS CEV, LLC
By: Sports Capital Partners, LLC,
Its Managing Partner
By: /s/ XXXXX XXXXXX
--------------------------------
Name: Xxxxx Xxxxxx
Title: President
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Schedule 2.1
Initial Purchased Shares and Purchase Price
Initial Purchased
Purchaser Shares Purchase Price
--------- ----------------- --------------
GAP LP 6,242,145 $3,745,287.00
GAP Coinvestment 867,230 $ 520,338.00
GapStar 473,958 $ 284,375.00
ICP1 3,250,000 $1,950,000.00
Ardara 722,221 $ 433,332.60
NFIB Corporate Account 143,000 $ 85,800.00
Public Employee Retirement System of Idaho 390,000 $ 234,000.00
City of Stamford Firemen's Pension Fund 182,000 $ 109,200.00
The Xxxxxxx Xxxxxx Foundation 117,000 $ 70,200.00
Xxxxx Foundation 39,000 $ 23,400.00
Roanoke College 108,000 $ 64,800.00
Xxxxxx Family LLC 52,000 $ 31,200.00
Xxxxxxxx X. Xxxxxxxxx 35,000 $ 21,000.00
HBL Charitable Unitrust 35,000 $ 21,000.00
Xxxxxx Xxxxxxxx 74,000 $ 44,400.00
Xxxxx Xxxx 35,000 $ 21,000.00
Xxxxxx X. Xxxxxxx 35,000 $ 21,000.00
Psychology Associates 35,000 $ 21,000.00
Xxxxx Xxxxxx 35,000 $ 21,000.00
Xxxx X. Xxxxxxxx 74,000 $ 44,400.00
Xxxxxx Capital, LLC 35,000 $ 21,000.00
Xxxxxx Foundation 30,000 $ 18,000.00
The Xxxxxx Investment Partnership I, L.P. 35,000 $ 21,000.00
Xxxxxxx X. Xxxxx 108,000 $ 64,800.00
Xxxxxx Trust Co. of the Bahamas Ltd. as Trustee
U/A/D 11/30/93 95,000 $ 57,000.00
Xxxxx Xxxx Xxxxxxx 74,000 $ 44,400.00
Theeuwes Family Trust, Xxxxx Xxxxxxxx Trustee 74,000 $ 44,400.00
Xxxxxxx X. Xxxxx 52,000 $ 31,200.00
Xxxxxx X. Xxxxxxx 108,000 $ 64,800.00
Xxxxxx Xxxxxx Xxxxxxx 73,667 $ 44,200.00
Xxxxxx and Xxx-Xxxxx Xxxxxx 8,000 $ 4,800.00
Xxxx X. & Xxxxxxxxx X. Xxxxxx 8,000 $ 4,800.00
Xxxx X. Xxxxxxx 3,000 $ 1,800.00
Xxxxxxx Investment Partners LP 74,000 $ 44,400.00
----------- -------------
Total: 10,833,333(2) $6,500,000
=========== =============
------------
(1) The number of Initial Purchased Shares to be purchased by ICP at the First
Closing may be reduced pursuant to the terms of Section 2.7(b) of this
Agreement.
(2) Reflects the aggregate total number of Initial Purchased Shares to be
purchased at the First Closing.
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Schedule 2.3
Additional Purchased Shares and Purchase Price
Additional Purchased
Purchaser Shares Purchase Price
--------- -------------------- --------------
GAP LP 8,162,805 $ 4,897,683.00
GAP Coinvestment 1,134,070 $ 680,442.00
GapStar 619,792 $ 371,875.00
ICP3 4,250,000 $ 2,550,000.00
Ardara 944,443 $ 566,665.80
NFIB Corporate Account 187,000 $ 112,200.00
Public Employee Retirement System of Idaho 510,000 $ 306,000.00
City of Stamford Firemen's Pension Fund 238,000 $ 142,800.00
The Xxxxxxx Xxxxxx Foundation 153,000 $ 91,800.00
Xxxxx Foundation 51,000 $ 30,600.00
Roanoke College 142,000 $ 85,200.00
Xxxxxx Family LLC 68,000 $ 40,800.00
Xxxxxxxx X. Xxxxxxxxx 45,000 $ 27,000.00
HBL Charitable Unitrust 45,000 $ 27,000.00
Xxxxxx Xxxxxxxx 96,000 $ 57,600.00
Xxxxx Xxxx 45,000 $ 27,000.00
Xxxxxx X. Xxxxxxx 45,000 $ 27,000.00
Psychology Associates 45,000 $ 27,000.00
Xxxxx Xxxxxx 45,000 $ 27,000.00
Xxxx X. Xxxxxxxx 96,000 $ 57,600.00
Xxxxxx Capital, LLC 45,000 $ 27,000.00
Xxxxxx Foundation 40,000 $ 24,000.00
The Xxxxxx Investment Partnership I, L.P. 45,000 $ 27,000.00
Xxxxxxx X. Xxxxx 142,000 $ 85,200.00
Xxxxxx Trust Co.of the Bahamas Ltd. as Trustee
U/A/D 11/30/93 125,000 $ 75,000.00
Xxxxx Xxxx Xxxxxxx 96,000 $ 57,600.00
Theeuwes Family Trust, Xxxxx Xxxxxxxx Trustee 96,000 $ 57,600.00
Xxxxxxx X. Xxxxx 68,000 $ 40,800.00
Xxxxxx X. Xxxxxxx 142,000 $ 85,200.00
Xxxxxx Xxxxxx Xxxxxxx 96,333 $ 57,799.80
Xxxxxx and Xxx-Xxxxx Xxxxxx 12,000 $ 7,200.00
Xxxx X. & Xxxxxxxxx X. Xxxxxx 12,000 $ 7,200.00
Xxxx X. Xxxxxxx 7,000 $ 4,200.00
Xxxxxxx Investment Partners LP 96,000 $ 57,600.00
Sports Capital Partners, LP 1,180,420 $ 708,252.00
Sports Capital Partners (Cayman Islands), LP 100,685 $ 60,411.00
Sports Capital Partners CEV, LLC 2,052,228 $ 1,231,336.80
----------- --------------
Total: 17,500,000(2) $10,500,000.00
=========== ==============
------------
(1) The number of Additional Purchased Shares to be purchased by ICP at the
First Closing may be reduced pursuant to the terms of Section 2.7(b) of this
Agreement.
(2) Reflects the aggregate total number of Initial Purchased Shares to be
purchased at the First Closing.
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Exhibit A
ZCG Purchasers
Purchaser: Record Holder:
---------- --------------
1 NFIB Corporate Account Huland & Co.
2 Public Employee Retirement System of Idaho Mellon Bank NA custodian for XXXXX-Xxxxxxx Capital
3 City of Stamford Firemen's Pension Fund City of Stamford Firemen's Pension Fund
4 The Xxxxxxx Xxxxxx Foundation Batrus & Co.
5 Xxxxx Foundation Hare & Co.
6 Roanoke College First Union & Co.
7 Xxxxxx Family LLC Xxxx & Co.
8 Xxxxxxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxxxx
9 HBL Charitable Unitrust HBL Charitable Xxxxxxxx
00 Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
11 Xxxxx Xxxx Xxxx & Co.
12 Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
13 Psychology Associates Psychology Associates
14 Xxxxx Xxxxxx Xxxxx Xxxxxx
15 Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx
16 Xxxxxx Capital, LLC Xxxxxx Capital, LLC
17 Xxxxxx Foundation Xxxxxx Foundation
18 The Xxxxxx Investment Partnership I, L.P. The Xxxxxx Investment Partnership I, L.P.
19 Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
20 Xxxxxx Trust Co. of the Bahamas Ltd. as Trustee Xxxxxx Trust Co.of the Bahamas Ltd. as Trustee
U/A/D 11/30/93 U/A/D 11/30/93
21 Xxxxx Xxxx Xxxxxxx Hare & Co.
22 Theeuwes Family Trust, Xxxxx Xxxxxxxx Trustee Theeuwes Family Trust, Xxxxx Xxxxxxxx Trustee
23 Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
24 Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
25 Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx
26 Xxxxxx and Xxx-Xxxxx Xxxxxx Xxxxxx and Xxx-Xxxxx Xxxxxx
27 Xxxx X. & Xxxxxxxxx X. Xxxxxx Xxxx X. & Xxxxxxxxx X. Xxxxxx
28 Xxxx X. Xxxxxxx Xxxx Xxxxxxx
29 Xxxxxxx Investment Partners XX Xxxxxxx Investment Partners LP
