EXHIBIT 4
MANAGEMENT STOCKHOLDER AGREEMENT
MANAGEMENT STOCKHOLDERS AGREEMENT, dated February 9, 2000 (this
"Agreement"), among Xxxxxx X. Xxxxxxx (the "Management Stockholder") and
Xxxxxx Xxxxxx Capital Partners, L.P. ("TWCP"), TWP CEO Founders' Circle
(AI), L.P., CEO Founders' Circle (QP), L.P., Xxxxxx Xxxxxx Capital Partners
Employee Fund, L.P., TWP 2000 Co-Investment Fund, L.P. (collectively,
"Purchasers").
WHEREAS, Optika Inc., a Delaware corporation (the "Company"), and
Purchasers, are contemporaneously herewith entering into a Securities
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
which provides, among other things, for the acquisition by Purchasers of
certain securities of the Company upon the terms and subject to the
conditions set forth therein (capitalized terms used herein and not
otherwise defined have the meaning set forth in the Purchase Agreement);
WHEREAS, as a condition to its willingness to enter into the
Purchase Agreement, Purchasers have requested that the Management
Stockholder make certain agreements with respect to the shares of Common
Stock owned of record or beneficially (including shares of Common Stock
issuable upon the exercise of any outstanding options) by the Management
Stockholder as of the date hereof or acquired hereafter (the "Shares"),
upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce Purchasers to enter into the Purchase
Agreement, the Management Stockholder is willing to make certain agreements
with respect to the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. The Management Stockholder hereby represents and warrants
that the shares of Common Stock and shares of Common Stock underlying
options indicated next to the Management Stockholder's signature below are
all of the Shares owned of record or beneficially by the Management
Stockholder as of the date hereof. Except as otherwise provided herein,
from the date hereof until the six month anniversary of the date hereof,
the Management Stockholder agrees not to sell, transfer, pledge, assign,
hypothecate, encumber, tender or otherwise dispose of, or enter into any
contract with respect to the sale, transfer, pledge, assignment,
hypothecation, encumbrance, tender or other disposition of, any Shares (a
"Transfer") without the consent of the Purchasers. This restriction on
Transfers will terminate automatically if the Management Stockholder's
employment with the Company terminates.
2. (a) The Purchasers hereby consent to Transfers by the
Management Stockholder to:
(i) any spouse, parent, issue (in direct line of
descent), brother or sister of the Management
Stockholder, or
(ii) a trust solely for the benefit of the
Management Stockholder, any spouse, parent, issue (in
direct line of descent), brother or sister of the
Management Stockholder, or
(iii) any corporation, partnership or other entity
(other than a trust) (an "Entity") which is controlled
by the Management Stockholder, or
(iv) to any donee or donees as a bona fide gift or
gifts,
(the person or persons to which the Shares are transferred in accordance
with this Section 2 being herein referred to as the "Permitted
Transferee"); provided, that, for any Transfer to the Permitted Transferee
to be effective hereunder, (1) the Permitted Transferee (which, in the case
of a trust, shall include each person having authority to sell or dispose
of such Shares proposed to be transferred to the trust) shall agree with
the Purchasers in writing to be bound by all the terms of this Agreement
applicable to the Management Stockholder as if the Permitted Transferee
originally had been a party to this Agreement; and (2) all of the holders
of any interest in any Entity Permitted Transferee shall agree with the
Purchasers in writing not to transfer any interest they then own or may
hereafter acquire in the Entity Permitted Transferee except to a person
described in paragraph (i), (ii), (iii) or (iv) above with has made the
same agreement in writing to the Purchasers, so long as the Entity
Permitted Transferee shall own any shares of Shares. Any reference herein
to the Management Stockholder shall also be to the Permitted Transferee
from and after the date the Transfer is effected in accordance with this
Section 2.
3. Holdoff Agreement. For so long as the Management Stockholder
owns beneficially or of record 1% or more of the Common Stock of the
Company (including shares issuable upon exercise of options), the
Management Stockholder agrees not to effect any public sale or distribution
of equity securities of the Company, including any public sale pursuant to
Rule 144 under the Securities Act, or any securities convertible into or
exchangeable or exercisable for such securities, during the period
commencing thirty days prior to and ending 90 days after the effective date
of any underwritten demand registration or any underwritten piggyback
registration under the Registration Rights Agreement to be entered into
among the Purchasers and the Company and the other parties thereto.
4. Specific Performance. The Management Stockholder acknowledges
and agrees that if the Management Stockholder fails to perform any
obligations under this Agreement, immediate and irreparable harm or injury
would be caused to the Purchasers for which money damages would not be an
adequate remedy. In such event, the Management Stockholder agrees that the
Purchasers shall have the right, in addition to any other rights they may
have, to specific performance of this Agreement. Accordingly, if the
Purchasers should institute an action or proceeding seeking specific
enforcement of the provisions hereof, the Management Stockholder hereby
waives the claim or defense that the Purchasers have an adequate remedy at
law and hereby agrees not to assert in any such action or proceeding the
claim or defense that such a remedy at law exists. The Management
Stockholder further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.
5. Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
successors and assigns.
6. Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such subject matter. This
Agreement may be amended only in writing.
7. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of New York without
giving effect to the principles of conflicts of law.
8. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, and all such counterparts together shall constitute
one agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be duly executed and delivered on the day and year first above written.
Management Stockholder Common Stock: None
---------------
Management Stockholder Option Shares: 100,000
---------------
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------------------
Management Stockholder
XXXXXX XXXXXX CAPITAL PARTNERS, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (AI), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (QP), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXX CAPITAL PARTNERS EMPLOYEE FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP 2000 C0-INVESTMENT FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
MANAGEMENT STOCKHOLDER AGREEMENT
MANAGEMENT STOCKHOLDERS AGREEMENT, dated February 9, 2000 (this
"Agreement"), among Xxxxxx X. Xxxxxxx (the "Management Stockholder") and
Xxxxxx Xxxxxx Capital Partners, L.P. ("TWCP"), TWP CEO Founders' Circle
(AI), L.P., CEO Founders' Circle (QP), L.P., Xxxxxx Xxxxxx Capital Partners
Employee Fund, L.P., TWP 2000 Co-Investment Fund, L.P. (collectively,
"Purchasers").
WHEREAS, Optika Inc., a Delaware corporation (the "Company"), and
Purchasers, are contemporaneously herewith entering into a Securities
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
which provides, among other things, for the acquisition by Purchasers of
certain securities of the Company upon the terms and subject to the
conditions set forth therein (capitalized terms used herein and not
otherwise defined have the meaning set forth in the Purchase Agreement);
WHEREAS, as a condition to its willingness to enter into the
Purchase Agreement, Purchasers have requested that the Management
Stockholder make certain agreements with respect to the shares of Common
Stock owned of record or beneficially (including shares of Common Stock
issuable upon the exercise of any outstanding options) by the Management
Stockholder as of the date hereof or acquired hereafter (the "Shares"),
upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce Purchasers to enter into the Purchase
Agreement, the Management Stockholder is willing to make certain agreements
with respect to the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. The Management Stockholder hereby represents and warrants
that the shares of Common Stock and shares of Common Stock underlying
options indicated next to the Management Stockholder's signature below are
all of the Shares owned of record or beneficially by the Management
Stockholder as of the date hereof. Except as otherwise provided herein,
from the date hereof until the six month anniversary of the date hereof,
the Management Stockholder agrees not to sell, transfer, pledge, assign,
hypothecate, encumber, tender or otherwise dispose of, or enter into any
contract with respect to the sale, transfer, pledge, assignment,
hypothecation, encumbrance, tender or other disposition of, any Shares (a
"Transfer") without the consent of the Purchasers. This restriction on
Transfers will terminate automatically if the Management Stockholder's
employment with the Company terminates.
2. (a) The Purchasers hereby consent to Transfers by the
Management Stockholder to:
(i) any spouse, parent, issue (in direct line of
descent), brother or sister of the Management
Stockholder, or
(ii) a trust solely for the benefit of the
Management Stockholder, any spouse, parent, issue (in
direct line of descent), brother or sister of the
Management Stockholder, or
(iii) any corporation, partnership or other entity
(other than a trust) (an "Entity") which is controlled
by the Management Stockholder, or
(iv) to any donee or donees as a bona fide gift or
gifts,
(the person or persons to which the Shares are transferred in accordance
with this Section 2(a) being herein referred to as the "Permitted
Transferee"); provided, that, for any Transfer to the Permitted Transferee
to be effective hereunder, (1) the Permitted Transferee (which, in the case
of a trust, shall include each person having authority to sell or dispose
of such Shares proposed to be transferred to the trust) shall agree with
the Purchasers in writing to be bound by all the terms of this Agreement
applicable to the Management Stockholder as if the Permitted Transferee
originally had been a party to this Agreement; and (2) all of the holders
of any interest in any Entity Permitted Transferee shall agree with the
Purchasers in writing not to transfer any interest they then own or may
hereafter acquire in the Entity Permitted Transferee except to a person
described in paragraph (i), (ii), (iii) or (iv) above with has made the
same agreement in writing to the Purchasers, so long as the Entity
Permitted Transferee shall own any shares of Shares. Any reference herein
to the Management Stockholder shall also be to the Permitted Transferee
from and after the date the Transfer is effected in accordance with this
Section 2.
(b) Limited Transfer Exemption. Notwithstanding any other
provision of this Agreement to the contrary, Xxxxxx X. Xxxxxxx may transfer
up to 40,000 Shares during the six month period following the date hereof.
3. Holdoff Agreement. For so long as the Management Stockholder
owns beneficially or of record 1% or more of the Common Stock of the
Company (including shares issuable upon exercise of options), the
Management Stockholder agrees not to effect any public sale or distribution
of equity securities of the Company, including any public sale pursuant to
Rule 144 under the Securities Act, or any securities convertible into or
exchangeable or exercisable for such securities, during the period
commencing thirty days prior to and ending 90 days after the effective date
of any underwritten demand registration or any underwritten piggyback
registration under the Registration Rights Agreement to be entered into
among the Purchasers and the Company and the other parties thereto.
4. Specific Performance. The Management Stockholder acknowledges
and agrees that if the Management Stockholder fails to perform any
obligations under this Agreement, immediate and irreparable harm or injury
would be caused to the Purchasers for which money damages would not be an
adequate remedy. In such event, the Management Stockholder agrees that the
Purchasers shall have the right, in addition to any other rights they may
have, to specific performance of this Agreement. Accordingly, if the
Purchasers should institute an action or proceeding seeking specific
enforcement of the provisions hereof, the Management Stockholder hereby
waives the claim or defense that the Purchasers have an adequate remedy at
law and hereby agrees not to assert in any such action or proceeding the
claim or defense that such a remedy at law exists. The Management
Stockholder further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.
5. Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
successors and assigns.
6. Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such subject matter. This
Agreement may be amended only in writing.
7. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of New York without
giving effect to the principles of conflicts of law.
8. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, and all such counterparts together shall constitute
one agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be duly executed and delivered on the day and year first above written.
Management Stockholder Common Stock: 1,000
---------------
Management Stockholder Option Shares: 230,636
---------------
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------------------
Management Stockholder
XXXXXX XXXXXX CAPITAL PARTNERS, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (AI), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (QP), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXX CAPITAL PARTNERS EMPLOYEE FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP 2000 C0-INVESTMENT FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
MANAGEMENT STOCKHOLDER AGREEMENT
MANAGEMENT STOCKHOLDERS AGREEMENT, dated February 9, 2000 (this
"Agreement"), among Xxxx X. Xxx (the "Management Stockholder") and Xxxxxx
Xxxxxx Capital Partners, L.P. ("TWCP"), TWP CEO Founders' Circle (AI),
L.P., CEO Founders' Circle (QP), L.P., Xxxxxx Xxxxxx Capital Partners
Employee Fund, L.P. and TWP 2000 Co-Investment Fund, L.P. (collectively,
"Purchasers").
WHEREAS, Optika Inc., a Delaware corporation (the "Company"), and
Purchasers, are contemporaneously herewith entering into a Securities
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
which provides, among other things, for the acquisition by Purchasers of
certain securities of the Company upon the terms and subject to the
conditions set forth therein (capitalized terms used herein and not
otherwise defined have the meaning set forth in the Purchase Agreement);
WHEREAS, as a condition to its willingness to enter into the
Purchase Agreement, Purchasers have requested that the Management
Stockholder make certain agreements with respect to the shares of Common
Stock owned of record or beneficially (including shares of Common Stock
issuable upon the exercise of any outstanding options) by the Management
Stockholder as of the date hereof or acquired hereafter (the "Shares"),
upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce Purchasers to enter into the Purchase
Agreement, the Management Stockholder is willing to make certain agreements
with respect to the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. The Management Stockholder hereby represents and warrants
that the shares of Common Stock and shares of Common Stock underlying
options indicated next to the Management Stockholder's signature below are
all of the Shares owned of record or beneficially by the Management
Stockholder as of the date hereof. Except as otherwise provided herein,
from the date hereof until the six month anniversary of the date hereof,
the Management Stockholder agrees not to sell, transfer, pledge, assign,
hypothecate, encumber, tender or otherwise dispose of, or enter into any
contract with respect to the sale, transfer, pledge, assignment,
hypothecation, encumbrance, tender or other disposition of, any Shares (a
"Transfer") without the consent of the Purchasers. This restriction on
Transfers will terminate automatically if the Management Stockholder's
employment with the Company terminates.
2. (a) The Purchasers hereby consent to Transfers by the
Management Stockholder to:
(i) any spouse, parent, issue (in direct line of
descent), brother or sister of the Management
Stockholder, or
(ii) a trust solely for the benefit of the
Management Stockholder, any spouse, parent, issue (in
direct line of descent), brother or sister of the
Management Stockholder, or
(iii) any corporation, partnership or other entity
(other than a trust) (an "Entity") which is controlled
by the Management Stockholder, or
(iv) to any donee or donees as a bona fide gift or
gifts,
(the person or persons to which the Shares are transferred in accordance
with this Section 2(a) being herein referred to as the "Permitted
Transferee"); provided, that, for any Transfer to the Permitted Transferee
to be effective hereunder, (1) the Permitted Transferee (which, in the case
of a trust, shall include each person having authority to sell or dispose
of such Shares proposed to be transferred to the trust) shall agree with
the Purchasers in writing to be bound by all the terms of this Agreement
applicable to the Management Stockholder as if the Permitted Transferee
originally had been a party to this Agreement; and (2) all of the holders
of any interest in any Entity Permitted Transferee shall agree with the
Purchasers in writing not to transfer any interest they then own or may
hereafter acquire in the Entity Permitted Transferee except to a person
described in paragraph (i), (ii), (iii) or (iv) above with has made the
same agreement in writing to the Purchasers, so long as the Entity
Permitted Transferee shall own any shares of Shares. Any reference herein
to the Management Stockholder shall also be to the Permitted Transferee
from and after the date the Transfer is effected in accordance with this
Section 2.
(b) Limited Transfer Exemption. Notwithstanding any other
provision of this Agreement to the contrary, Xxxx X. Xxx may transfer up to
40,000 Shares during the six month period following the date hereof.
3. Holdoff Agreement. For so long as the Management Stockholder
owns beneficially or of record 1% or more of the Common Stock of the
Company (including shares issuable upon exercise of options), the
Management Stockholder agrees not to effect any public sale or distribution
of equity securities of the Company, including any public sale pursuant to
Rule 144 under the Securities Act, or any securities convertible into or
exchangeable or exercisable for such securities, during the period
commencing thirty days prior to and ending 90 days after the effective date
of any underwritten demand registration or any underwritten piggyback
registration under the Registration Rights Agreement to be entered into
among the Purchasers and the Company and the other parties thereto.
4. Specific Performance. The Management Stockholder acknowledges
and agrees that if the Management Stockholder fails to perform any
obligations under this Agreement, immediate and irreparable harm or injury
would be caused to the Purchasers for which money damages would not be an
adequate remedy. In such event, the Management Stockholder agrees that the
Purchasers shall have the right, in addition to any other rights they may
have, to specific performance of this Agreement. Accordingly, if the
Purchasers should institute an action or proceeding seeking specific
enforcement of the provisions hereof, the Management Stockholder hereby
waives the claim or defense that the Purchasers have an adequate remedy at
law and hereby agrees not to assert in any such action or proceeding the
claim or defense that such a remedy at law exists. The Management
Stockholder further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.
5. Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
successors and assigns.
6. Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such subject matter. This
Agreement may be amended only in writing.
7. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of New York without
giving effect to the principles of conflicts of law.
8. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, and all such counterparts together shall constitute
one agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be duly executed and delivered on the day and year first above written.
Management Stockholder Common Stock: 115,000
---------------
Management Stockholder Option Shares: 90,000
---------------
By: /s/ Xxxx X. Xxx
-----------------------------------------------------
Management Stockholder
XXXXXX XXXXXX CAPITAL PARTNERS, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (AI), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (QP), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXX CAPITAL PARTNERS EMPLOYEE FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP 2000 C0-INVESTMENT FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
MANAGEMENT STOCKHOLDER AGREEMENT
MANAGEMENT STOCKHOLDERS AGREEMENT, dated February 9, 2000 (this
"Agreement"), among Xxxxx Xxxx (the "Management Stockholder") and Xxxxxx
Xxxxxx Capital Partners, L.P. ("TWCP"), TWP CEO Founders' Circle (AI),
L.P., CEO Founders' Circle (QP), L.P., Xxxxxx Xxxxxx Capital Partners
Employee Fund, L.P., TWP 2000 Co-Investment Fund, L.P. (collectively,
"Purchasers").
WHEREAS, Optika Inc., a Delaware corporation (the "Company"), and
Purchasers, are contemporaneously herewith entering into a Securities
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
which provides, among other things, for the acquisition by Purchasers of
certain securities of the Company upon the terms and subject to the
conditions set forth therein (capitalized terms used herein and not
otherwise defined have the meaning set forth in the Purchase Agreement);
WHEREAS, as a condition to its willingness to enter into the
Purchase Agreement, Purchasers have requested that the Management
Stockholder make certain agreements with respect to the shares of Common
Stock owned of record or beneficially (including shares of Common Stock
issuable upon the exercise of any outstanding options) by the Management
Stockholder as of the date hereof or acquired hereafter (the "Shares"),
upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce Purchasers to enter into the Purchase
Agreement, the Management Stockholder is willing to make certain agreements
with respect to the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. The Management Stockholder hereby represents and warrants
that the shares of Common Stock and shares of Common Stock underlying
options indicated next to the Management Stockholder's signature below are
all of the Shares owned of record or beneficially by the Management
Stockholder as of the date hereof. Except as otherwise provided herein,
from the date hereof until the six month anniversary of the date hereof,
the Management Stockholder agrees not to sell, transfer, pledge, assign,
hypothecate, encumber, tender or otherwise dispose of, or enter into any
contract with respect to the sale, transfer, pledge, assignment,
hypothecation, encumbrance, tender or other disposition of, any Shares (a
"Transfer") without the consent of the Purchasers. This restriction on
Transfers will terminate automatically if the Management Stockholder's
employment with the Company terminates.
2. (a) The Purchasers hereby consent to Transfers by the
Management Stockholder to:
(i) any spouse, parent, issue (in direct line of
descent), brother or sister of the Management
Stockholder, or
(ii) a trust solely for the benefit of the
Management Stockholder, any spouse, parent, issue (in
direct line of descent), brother or sister of the
Management Stockholder, or
(iii) any corporation, partnership or other entity
(other than a trust) (an "Entity") which is controlled
by the Management Stockholder, or
(iv) to any donee or donees as a bona fide gift or
gifts,
(the person or persons to which the Shares are transferred in accordance
with this Section 2 being herein referred to as the "Permitted
Transferee"); provided, that, for any Transfer to the Permitted Transferee
to be effective hereunder, (1) the Permitted Transferee (which, in the case
of a trust, shall include each person having authority to sell or dispose
of such Shares proposed to be transferred to the trust) shall agree with
the Purchasers in writing to be bound by all the terms of this Agreement
applicable to the Management Stockholder as if the Permitted Transferee
originally had been a party to this Agreement; and (2) all of the holders
of any interest in any Entity Permitted Transferee shall agree with the
Purchasers in writing not to transfer any interest they then own or may
hereafter acquire in the Entity Permitted Transferee except to a person
described in paragraph (i), (ii) , (iii) or (iv) above with has made the
same agreement in writing to the Purchasers, so long as the Entity
Permitted Transferee shall own any shares of Shares. Any reference herein
to the Management Stockholder shall also be to the Permitted Transferee
from and after the date the Transfer is effected in accordance with this
Section 2.
3. Holdoff Agreement. For so long as the Management Stockholder
owns beneficially or of record 1% or more of the Common Stock of the
Company (including shares issuable upon exercise of options), the
Management Stockholder agrees not to effect any public sale or distribution
of equity securities of the Company, including any public sale pursuant to
Rule 144 under the Securities Act, or any securities convertible into or
exchangeable or exercisable for such securities, during the period
commencing thirty days prior to and ending 90 days after the effective date
of any underwritten demand registration or any underwritten piggyback
registration under the Registration Rights Agreement to be entered into
among the Purchasers and the Company and the other parties thereto.
4. Specific Performance. The Management Stockholder acknowledges
and agrees that if the Management Stockholder fails to perform any
obligations under this Agreement, immediate and irreparable harm or injury
would be caused to the Purchasers for which money damages would not be an
adequate remedy. In such event, the Management Stockholder agrees that the
Purchasers shall have the right, in addition to any other rights they may
have, to specific performance of this Agreement. Accordingly, if the
Purchasers should institute an action or proceeding seeking specific
enforcement of the provisions hereof, the Management Stockholder hereby
waives the claim or defense that the Purchasers have an adequate remedy at
law and hereby agrees not to assert in any such action or proceeding the
claim or defense that such a remedy at law exists. The Management
Stockholder further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.
5. Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
successors and assigns.
6. Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such subject matter. This
Agreement may be amended only in writing.
7. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of New York without
giving effect to the principles of conflicts of law.
8. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, and all such counterparts together shall constitute
one agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be duly executed and delivered on the day and year first above written.
Management Stockholder Common Stock: None
---------------
Management Stockholder Option Shares: 200,000
---------------
By: /s/ Xxxxx Xxxx
------------------------------------------------------
Management Stockholder
XXXXXX XXXXXX CAPITAL PARTNERS, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (AI), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (QP), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXX CAPITAL PARTNERS EMPLOYEE FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP 2000 C0-INVESTMENT FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
MANAGEMENT STOCKHOLDER AGREEMENT
MANAGEMENT STOCKHOLDERS AGREEMENT, dated February 9, 2000 (this
"Agreement"), among Xxxxxx X. Xxxxxxxx (the "Management Stockholder") and
Xxxxxx Xxxxxx Capital Partners, L.P. ("TWCP"), TWP CEO Founders' Circle
(AI), L.P., CEO Founders' Circle (QP), L.P., Xxxxxx Xxxxxx Capital Partners
Employee Fund, L.P., TWP 2000 Co-Investment Fund, L.P. (collectively,
"Purchasers").
WHEREAS, Optika Inc., a Delaware corporation (the "Company"), and
Purchasers, are contemporaneously herewith entering into a Securities
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
which provides, among other things, for the acquisition by Purchasers of
certain securities of the Company upon the terms and subject to the
conditions set forth therein (capitalized terms used herein and not
otherwise defined have the meaning set forth in the Purchase Agreement);
WHEREAS, as a condition to its willingness to enter into the
Purchase Agreement, Purchasers have requested that the Management
Stockholder make certain agreements with respect to the shares of Common
Stock owned of record or beneficially (including shares of Common Stock
issuable upon the exercise of any outstanding options) by the Management
Stockholder as of the date hereof or acquired hereafter (the "Shares"),
upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce Purchasers to enter into the Purchase
Agreement, the Management Stockholder is willing to make certain agreements
with respect to the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. The Management Stockholder hereby represents and warrants
that the shares of Common Stock and shares of Common Stock underlying
options indicated next to the Management Stockholder's signature below are
all of the Shares owned of record or beneficially by the Management
Stockholder as of the date hereof. Except as otherwise provided herein,
from the date hereof until the six month anniversary of the date hereof,
the Management Stockholder agrees not to sell, transfer, pledge, assign,
hypothecate, encumber, tender or otherwise dispose of, or enter into any
contract with respect to the sale, transfer, pledge, assignment,
hypothecation, encumbrance, tender or other disposition of, any Shares (a
"Transfer") without the consent of the Purchasers. This restriction on
Transfers will terminate automatically if the Management Stockholder's
employment with the Company terminates.
2. (a) The Purchasers hereby consent to Transfers by the
Management Stockholder to:
(i) any spouse, parent, issue (in direct line of
descent), brother or sister of the Management
Stockholder, or
(ii) a trust solely for the benefit of the
Management Stockholder, any spouse, parent, issue (in
direct line of descent), brother or sister of the
Management Stockholder, or
(iii) any corporation, partnership or other entity
(other than a trust) (an "Entity") which is controlled
by the Management Stockholder, or
(iv) to any donee or donees as a bona fide gift or
gifts,
(the person or persons to which the Shares are transferred in accordance
with this Section 2 being herein referred to as the "Permitted
Transferee"); provided, that, for any Transfer to the Permitted Transferee
to be effective hereunder, (1) the Permitted Transferee (which, in the case
of a trust, shall include each person having authority to sell or dispose
of such Shares proposed to be transferred to the trust) shall agree with
the Purchasers in writing to be bound by all the terms of this Agreement
applicable to the Management Stockholder as if the Permitted Transferee
originally had been a party to this Agreement; and (2) all of the holders
of any interest in any Entity Permitted Transferee shall agree with the
Purchasers in writing not to transfer any interest they then own or may
hereafter acquire in the Entity Permitted Transferee except to a person
described in paragraph (i), (ii), (iii) or (iv) above with has made the
same agreement in writing to the Purchasers, so long as the Entity
Permitted Transferee shall own any shares of Shares. Any reference herein
to the Management Stockholder shall also be to the Permitted Transferee
from and after the date the Transfer is effected in accordance with this
Section 2.
3. Holdoff Agreement. For so long as the Management Stockholder
owns beneficially or of record 1% or more of the Common Stock of the
Company (including shares issuable upon exercise of options), the
Management Stockholder agrees not to effect any public sale or distribution
of equity securities of the Company, including any public sale pursuant to
Rule 144 under the Securities Act, or any securities convertible into or
exchangeable or exercisable for such securities, during the period
commencing thirty days prior to and ending 90 days after the effective date
of any underwritten demand registration or any underwritten piggyback
registration under the Registration Rights Agreement to be entered into
among the Purchasers and the Company and the other parties thereto.
4. Specific Performance. The Management Stockholder acknowledges
and agrees that if the Management Stockholder fails to perform any
obligations under this Agreement, immediate and irreparable harm or injury
would be caused to the Purchasers for which money damages would not be an
adequate remedy. In such event, the Management Stockholder agrees that the
Purchasers shall have the right, in addition to any other rights they may
have, to specific performance of this Agreement. Accordingly, if the
Purchasers should institute an action or proceeding seeking specific
enforcement of the provisions hereof, the Management Stockholder hereby
waives the claim or defense that the Purchasers have an adequate remedy at
law and hereby agrees not to assert in any such action or proceeding the
claim or defense that such a remedy at law exists. The Management
Stockholder further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.
5. Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
successors and assigns.
6. Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such subject matter. This
Agreement may be amended only in writing.
7. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of New York without
giving effect to the principles of conflicts of law.
8. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, and all such counterparts together shall constitute
one agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be duly executed and delivered on the day and year first above written.
Management Stockholder Common Stock: None
---------------
Management Stockholder Option Shares: 120,000
---------------
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------------
Management Stockholder
XXXXXX XXXXXX CAPITAL PARTNERS, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (AI), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (QP), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXX CAPITAL PARTNERS EMPLOYEE FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP 2000 C0-INVESTMENT FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
MANAGEMENT STOCKHOLDER AGREEMENT
MANAGEMENT STOCKHOLDERS AGREEMENT, dated February 9, 2000 (this
"Agreement"), among Xxxx X. Xxxxxx (the "Management Stockholder") and
Xxxxxx Xxxxxx Capital Partners, L.P. ("TWCP"), TWP CEO Founders' Circle
(AI), L.P., CEO Founders' Circle (QP), L.P., Xxxxxx Xxxxxx Capital Partners
Employee Fund, L.P. and TWP 2000 Co-Investment Fund, L.P. (collectively,
"Purchasers").
WHEREAS, Optika Inc., a Delaware corporation (the "Company"), and
Purchasers, are contemporaneously herewith entering into a Securities
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
which provides, among other things, for the acquisition by Purchasers of
certain securities of the Company upon the terms and subject to the
conditions set forth therein (capitalized terms used herein and not
otherwise defined have the meaning set forth in the Purchase Agreement);
WHEREAS, as a condition to its willingness to enter into the
Purchase Agreement, Purchasers have requested that the Management
Stockholder make certain agreements with respect to the shares of Common
Stock owned of record or beneficially (including shares of Common Stock
issuable upon the exercise of any outstanding options) by the Management
Stockholder as of the date hereof or acquired hereafter (the "Shares"),
upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce Purchasers to enter into the Purchase
Agreement, the Management Stockholder is willing to make certain agreements
with respect to the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. The Management Stockholder hereby represents and warrants
that the shares of Common Stock and shares of Common Stock underlying
options indicated next to the Management Stockholder's signature below are
all of the Shares owned of record or beneficially by the Management
Stockholder as of the date hereof. Except as otherwise provided herein,
from the date hereof until the one year anniversary of the date hereof, the
Management Stockholder agrees not to sell, transfer, pledge, assign,
hypothecate, encumber, tender or otherwise dispose of, or enter into any
contract with respect to the sale, transfer, pledge, assignment,
hypothecation, encumbrance, tender or other disposition of, any Shares (a
"Transfer") without the consent of the Purchasers. This restriction on
Transfers will terminate automatically if the Management Stockholder's
employment with the Company terminates.
2. (a) The Purchasers hereby consent to Transfers by the
Management Stockholder to:
(i) any spouse, parent, issue (in direct line of
descent), brother or sister of the Management
Stockholder, or
(ii) a trust solely for the benefit of the
Management Stockholder, any spouse, parent, issue (in
direct line of descent), brother or sister of the
Management Stockholder, or
(iii) any corporation, partnership or other entity
(other than a trust) (an "Entity") which is controlled
by the Management Stockholder, or
(iv) to any donee or donees as a bona fide gift or
gifts,
(the person or persons to which the Shares are transferred in accordance
with this Section 2(a) being herein referred to as the "Permitted
Transferee"); provided, that, for any Transfer to the Permitted Transferee
to be effective hereunder, (1) the Permitted Transferee (which, in the case
of a trust, shall include each person having authority to sell or dispose
of such Shares proposed to be transferred to the trust) shall agree with
the Purchasers in writing to be bound by all the terms of this Agreement
applicable to the Management Stockholder as if the Permitted Transferee
originally had been a party to this Agreement; and (2) all of the holders
of any interest in any Entity Permitted Transferee shall agree with the
Purchasers in writing not to transfer any interest they then own or may
hereafter acquire in the Entity Permitted Transferee except to a person
described in paragraph (i), (ii), (iii) or (iv) above with has made the
same agreement in writing to the Purchasers, so long as the Entity
Permitted Transferee shall own any shares of Shares. Any reference herein
to the Management Stockholder shall also be to the Permitted Transferee
from and after the date the Transfer is effected in accordance with this
Section 2.
(b) Limited Transfer Exemption. Notwithstanding any other
provision of this Agreement to the contrary, Xxxx X. Xxxxxx may Transfer up
to 40,000 Shares during the six month period following the date hereof and
up to an additional 40,000 Shares within the six month period thereafter.
3. Holdoff Agreement. For so long as the Management Stockholder
owns beneficially or of record 1% or more of the Common Stock of the
Company (including shares issuable upon exercise of options), the
Management Stockholder agrees not to effect any public sale or distribution
of equity securities of the Company, including any public sale pursuant to
Rule 144 under the Securities Act, or any securities convertible into or
exchangeable or exercisable for such securities, during the period
commencing thirty days prior to and ending 90 days after the effective date
of any underwritten demand registration or any underwritten piggyback
registration under the Registration Rights Agreement to be entered into
among the Purchasers and the Company and the other parties thereto.
4. Specific Performance. The Management Stockholder acknowledges
and agrees that if the Management Stockholder fails to perform any
obligations under this Agreement, immediate and irreparable harm or injury
would be caused to the Purchasers for which money damages would not be an
adequate remedy. In such event, the Management Stockholder agrees that the
Purchasers shall have the right, in addition to any other rights they may
have, to specific performance of this Agreement. Accordingly, if the
Purchasers should institute an action or proceeding seeking specific
enforcement of the provisions hereof, the Management Stockholder hereby
waives the claim or defense that the Purchasers have an adequate remedy at
law and hereby agrees not to assert in any such action or proceeding the
claim or defense that such a remedy at law exists. The Management
Stockholder further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.
5. Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
successors and assigns.
6. Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such subject matter. This
Agreement may be amended only in writing.
7. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of New York without
giving effect to the principles of conflicts of law.
8. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, and all such counterparts together shall constitute
one agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be duly executed and delivered on the day and year first above written.
Management Stockholder Common Stock: 10,000
--------------
Management Stockholder Option Shares: 433,646*
--------------
By: /s/ Xxxx X. Xxxxxx
-------------------------------------------------------
Management Stockholder
----------------------
* An additional 176,354 options are controlled by his former spouse and
are not beneficially owned by the Management Stockholder.
XXXXXX XXXXXX CAPITAL PARTNERS, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (AI), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP CEO FOUNDERS' CIRCLE (QP), L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXX CAPITAL PARTNERS EMPLOYEE FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
TWP 2000 C0-INVESTMENT FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: Xxxxxx Xxxxxx Partners Group LLC, its managing member
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
