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EXCHANGE AGREEMENT
Among
TELETRAC, INC.,
TELETRAC HOLDINGS, INC.
and
THE STOCKHOLDERS NAMED HEREIN
Dated as of July 31, 1997
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EXCHANGE AGREEMENT
EXCHANGE AGREEMENT, dated as of July 31, 1997, among TELETRAC,
INC., a Delaware corporation (the "Company"), TELETRAC HOLDINGS, INC., a
Delaware corporation ("Holdings"), and the Stockholders of the Company listed
on Schedule I hereto (the "Stockholders").
WHEREAS, the Company, Holdings and the Stockholders desire to
effect a restructuring of the equity capitalization of the Company, whereby
the Company shall become a wholly owned subsidiary of Holdings and the
Stockholders shall exchange all of their issued and outstanding shares of the
Company's Class A Common Stock, par value $.01 per share ("Company Class A
Common"), and Series A Redeemable Convertible Participating Preferred Stock,
par value $.01 per share ("Company Series A Preferred"), for shares of
Holdings' Class A Common Stock, par value $.01 per share ("Holdings Class A
Common"), and Series A Redeemable Convertible Participating Preferred Stock,
par value $.01 per share ("Holdings Series A Preferred"), respectively; and
WHEREAS, in a single overall plan and transaction, the Stockholders
have agreed, subject to the transactions and conditions described herein, to
assign and transfer to Holdings all of the capital stock of the Company held
by them in exchange for the number of shares of capital stock of Holdings
listed on Schedule II hereto; and
WHEREAS, the Company and the Stockholders have agreed that the
Company shall assign to Holdings, and Holdings shall assume, (i) the Stock
Purchase Agreement, dated November 14, 1995, by and among the Company and
certain of the Stockholders (the "Common Stock Purchase Agreement"), (ii) the
Subscription Agreement, dated March 29, 1996, among the Company and certain
of the Stockholders (the "Common Stock Subscription Agreement"), (iii) the
Stock Purchase Agreement, dated December 6, 1996, among the Company and
certain of the Stockholders (the "Preferred Stock Purchase Agreement"), (iv)
the Stockholders' Agreement, dated as of December 6, 1996, among the Company
and the Stockholders (the "Stockholders' Agreement") and (v) the Amended and
Restated Registration Rights Agreement, dated as of December 6, 1996, among
the Company and the Stockholders (the "Registration Rights Agreement").
WHEREAS, the shares of Company Series A Preferred are redeemable on
December 4, 2001 and the Stockholders have agreed that the Holdings Series A
Preferred shall have a later redemption date as provided for herein and the
terms thereof shall differ from the terms of the Company Series A Preferred
as provided for herein; and
WHEREAS, the Stockholders, the Company and Holdings have agreed to
make certain amendments to the terms of the Stockholders' Agreement, the
Registration Rights Agreement, the Common Stock Purchase Agreement, the
Common Stock Subscription Agreement and the Preferred Stock Purchase
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereby agree as follows:
SECTION 1. EXCHANGE OF COMPANY CAPITAL STOCK FOR HOLDINGS CAPITAL
STOCK. (a) On and as of the "Effective Date" (as defined below), Holdings
shall (i) issue to each of the Stockholders the number of shares of Holdings
Class A Common set forth opposite the name of such Stockholder in Schedule II
annexed hereto under the column labeled "Holdings Class A Common" and (ii)
issue to each of the Stockholders the number of shares of Holdings Series A
Preferred set forth opposite the name of such Stockholder in Schedule II
annexed hereto under the column labeled "Holdings Series A Preferred".
(b) In exchange for the issuance of the Holdings Class A Common and
Holdings Series A Preferred provided for in paragraph (a) above, and in full
payment therefor as aforesaid, each Stockholder shall, on the Effective Date,
(i) assign, transfer and deliver to Holdings all of such Stockholder's right,
title and interest in and to the capital stock of the Company held by such
Stockholder as specified in said Schedule I and (ii) in that connection,
deliver to Holdings each certificate representing such capital stock,
together with a stock power duly executed in blank.
(c) The "Effective Date" shall be the earlier of (i) the date of
the issuance and sale by Holdings of certain Units consisting of Senior Notes
due 2007 (the "Senior Notes") and Warrants to purchase shares of Holdings
Class A Common, as described in the Preliminary Offering Memorandum of the
Company and Holdings dated July 16, 1997 and (ii) the date of the execution
and delivery by the Company of a definitive credit agreement as contemplated
by the bank financing proposal letter dated July 11, 1997 from Banque Paribas
and Fleet National Bank to the Company (the "Credit Agreement"); PROVIDED,
that on or prior to such date (x) the Certificate of Amendment of the
Certificate of Incorporation of Holdings substantially in the form of Exhibit
A hereto shall have been filed with the Secretary of State of the State of
Delaware, and (y) each of the current Directors of the Company shall have
been appointed to the Board of Directors of Holdings.
SECTION 2. CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF
INCORPORATION OF HOLDINGS; BOARD OF DIRECTORS OF HOLDINGS; CAPITAL STOCK OF
THE COMPANY. (a) Prior to the Effective Date,
2
Holdings shall file a Certificate of Amendment of the Certificate of
Incorporation substantially in the form of Exhibit A hereto pursuant to
Section 141 of the Delaware General Corporation Law.
(b) Holdings covenants to each Stockholder that, on or prior to
the Effective Date, each of the current Directors of the Company shall be
appointed to the Board of Directors of Holdings. Holdings will enter into
Indemnification Agreements with each of its Directors substantially similar
to the Indemnification Agreements between the Company and each of its
Directors.
(c) Each of the Stockholders hereby waives any default of the
Board of Directors of the Company under paragraph (c) of Section 5.1 of the
Stockholders' Agreement. Said paragraph (c) is hereby amended to replace the
phrase "June 30, 1997" with the phrase "as soon as practicable, but in no
event later than 90 days following completion of the exchange offer for the
notes described in the Preliminary Offering Memorandum dated July 16, 1997 of
the Company".
(d) From and after the Effective Date, and upon consummation of
the transactions contemplated hereunder, Holdings will be the sole
stockholder of the Company and as of the Effective Date (A) no subscription,
warrant, option, convertible security or other right (contingent or other) to
purchase or acquire any shares of any class of capital stock of the Company
is or will be authorized or outstanding, and (B) there will be no commitment
of the Company to issue any shares, warrants, options or other such rights to
any person, other than the commitment of the Company to issue shares of
Common Stock pursuant to the terms of the Teletrac, Inc. Stock Option Plan,
dated November 14, 1995, and the Teletrac, Inc. and its Subsidiaries 1996
Stock Option and Restricted Stock Purchase Plan, and certain option
agreements issued thereunder, which shall be assumed by Holdings on or after
the Effective Date pursuant to the terms thereof.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF HOLDINGS. Holdings
represents and warrants to each of the Stockholders as follows:
(a) Holdings is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware and is duly licensed or qualified to do business
and is in good standing in each other jurisdiction in which
it owns or leases any real property, except where the
failure so to be licensed or qualified would not, in the
aggregate, materially adversely affect it. Holdings has the
corporate power and authority to own and hold its properties
and to carry on its business as currently conducted and to
execute, deliver and perform this Agreement and the
transactions contemplated hereby.
3
(b) The execution, delivery and performance by
Holdings of this Agreement has been duly authorized by all
requisite corporate action and will not violate any
provision of law, any order of any court or other agency of
government, the Certificate of Incorporation of Holdings or
any provision of any indenture, agreement or other
instrument by which Holdings is bound or affected.
(c) The Holdings Class A Common and Holdings Series A
Preferred to be issued in accordance with the terms hereof
have been duly authorized and, when issued and delivered in
accordance with this Agreement, will be validly issued and
outstanding, fully paid and nonassessable shares of Holdings
Class A Common and Holdings Series A Preferred. The shares
of Holdings Class A Common issuable upon conversion of the
Holdings Series A Preferred, when so issued, will be duly
authorized, validly issued and outstanding, fully paid and
nonassessable shares of Holdings Class A Common. The
issuance, sale and delivery of the Holdings Class A Common
and Holdings Series A Preferred hereunder is not subject to
any preemptive rights of stockholders of Holdings or to any
right of first refusal or other similar right in favor of
any person which has not been waived in its entirety.
(d) As of the date hereof, the authorized capital
stock of Holdings consists of 100 shares of Common Stock of
which no shares have issued. Except as contemplated or
permitted by this Agreement, the Credit Agreement or in
connection with the issuance of the Senior Notes, (A) no
subscription, warrant, option, convertible security or other
right (contingent or other) to purchase or acquire any
shares of any class of capital stock of Holdings is
authorized or outstanding, (B) there is no commitment of
Holdings to issue any shares, warrants, options or other
such rights or to distribute to holders of any class of its
capital stock any evidences of indebtedness or assets and
(C) Holdings has no obligation (contingent or other) to
purchase, redeem or otherwise acquire any shares of its
capital stock or any interest therein or to pay any dividend
or make any other distribution in respect thereof.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.
Each Stockholder represents and warrants to the Company, Holdings and each of
the other Stockholders as follows:
(a) Such Stockholder has the corporate, partnership or individual
(as the case may be) power and authority to enter into and perform this
Agreement; this Agreement has been duly authorized, executed and delivered by
such Stockholder and constitutes the legal, valid, and binding obligation of
such Stockholder, enforceable in accordance with its terms, subject to the
effect
4
of bankruptcy, insolvency, moratorium, or other similar laws affecting the
enforcement of creditors' rights generally and except as the availability of
equitable remedies may be limited by general principles of equity.
(b) Such Stockholder is the record and beneficial owner of, and
has good and valid title to, the number of shares of Company Class A Common
and Company Series A Preferred listed opposite such Stockholder's name on
Schedule I hereto, free and clear of all liens, charges, encumbrances,
pledges, conditions, restrictions, voting trust arrangements, rights and
claims of every kind (other than such as may have arisen by reason of actions
of the Company and restrictions on transfer under securities laws and the
Stockholders' Agreement) and such shares constitute all of the issued and
outstanding shares of capital stock of the Company owned by such Stockholder.
Such Stockholder has full right, power and authority to sell, exchange,
assign, transfer and convey to the Company such shares. The delivery to the
Company of such shares pursuant to the provisions of this Agreement will
transfer valid title thereto, free and clear of any lien, charge,
encumbrance, pledge, condition, restriction, voting trust arrangement, or
adverse claim or right.
(c) Such Stockholder is acquiring the shares of Holdings Class A
Common and/or Holdings Series A Preferred (and the shares of Holdings Class A
Common or Class B Common Stock, par value $.01 per share, of the Company
issuable upon conversion thereof) for its own account, for investment, and
not with a present view to any "distribution" thereof within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). Such
Stockholder was not formed or organized for the purpose of acquiring the
shares.
(d) Such Stockholder is an "accredited investor" within the
meaning of Rule 501(a) under the Securities Act and is sufficiently
knowledgeable and experienced in the making of venture capital investments so
as to be able to evaluate the risks and merits of its investment in Holdings,
and is able to bear the economic risk of loss of its investment in Holdings.
(e) Such Stockholder has had adequate opportunity to discuss the
business, management, and financial affairs of Holdings with the
representatives of Holdings.
(f) Such Stockholder understands that because the Holdings Class A
Common, Holdings Class B Common and Holdings Series A Preferred have not been
registered under the Securities Act, it cannot dispose of any or all of such
shares unless such securities are subsequently registered under the
Securities Act or exemptions from such registration are available. Such
Stockholder understands that each certificate representing such shares
5
will bear the following legend or one substantially similar thereto:
The securities represented by this
certificate have not been registered under
the Securities Act of 1933 (the "Act").
These securities have been acquired for
investment and not with a view to
distribution or resale, and may not be sold,
mortgaged, pledged, hypothecated or otherwise
transferred without an effective registration
statement for such securities under the Act
or the availability of an exemption from such
registration requirements.
(g) Such Stockholder understands and agrees that the legend set
forth in Section 7.3 of the Stockholders' Agreement shall be typed on each
certificate representing shares of Holdings Class A Common, Holdings Class B
Common or Holdings Series A Preferred held at any time by such Stockholder or
such Stockholder's Permitted Transferees; PROVIDED, that the reference
therein to the Stockholders' Agreement shall be amended to refer to the
Stockholders' Agreement as amended and assigned hereby.
SECTION 5. ASSIGNMENT, ASSUMPTION AND CONSENT. (a) As of the
Effective Date, the Company does hereby transfer, assign and deliver to
Holdings all right, title and interest of the Company in and to the Common
Stock Purchase Agreement, the Common Stock Subscription Agreement, the
Preferred Stock Purchase Agreement, the Stockholders' Agreement, and the
Registration Rights Agreement (collectively, the "Agreements") and Holdings
does hereby assume all of the Company's obligations thereunder. References to
Teletrac, Inc. in each of the Agreements shall be amended to be references to
Teletrac Holdings, Inc., as appropriate, and references to the Company in
each Agreement shall be deemed to be references to Teletrac Holdings, Inc.,
as appropriate, other than references to Teletrac, Inc. or the Company in
Article II of the Preferred Stock Purchase Agreement, the Common Stock
Purchase Agreement and the Common Stock Subscription Agreement.
(b) As of the Effective Date, Holdings hereby assumes and agrees
to pay, perform and discharge when and as due all liabilities and obligations
of the Company arising under the Agreements on and after the Effective Date.
(c) Each of the Stockholders does hereby consent to the assignment
by the Company of all of its right, title and interest in and to the
Agreements, and the delegation of its duties under such Agreements, to
Holdings. Each Stockholder acknowledges and agrees that, notwithstanding
anything in the Agreements to the contrary, the Company shall have no
liability
6
or obligation whatsoever thereunder with respect to any period from and after
the Effective Date, and that Holdings shall be solely responsible for the
same. Notwithstanding the foregoing, it is understood that the Stockholders
do not waive hereunder any claims they may have against the Company arising
prior to the Effective Date, subject in any event to Section 8 hereof.
SECTION 6. AMENDMENT OF AGREEMENTS. (a) The parties hereto
hereby agree that on the Effective Date the Preferred Stock Purchase
Agreement shall be amended as follows:
(i) Section 4.12 shall be amended and restated in its
entirety as follows:
"4.12 DISTRIBUTIONS ON, AND REDEMPTION OF, CAPITAL
STOCK. Except as otherwise expressly provided in this
Agreement or in the Charter, the Company will not declare or
pay any dividends or make any distributions of cash,
property or securities of the Company with respect to any
shares of its Common Stock or any other class of its capital
stock, or directly or indirectly purchase, redeem, defease,
retire or otherwise acquire or retire for value any shares
of Common Stock or of any other class of capital stock of
the Company or any of the Company's outstanding options,
warrants or convertible or exchangeable securities, except
for repurchases of shares of Common Stock at cost by the
Company under employee stock plans and programs approved by
the Board of Directors; PROVIDED, HOWEVER, that this
restriction shall not apply to the repurchase of shares of
the Common Stock pursuant to stock repurchase agreements
under which the Company has the option to repurchase such
shares upon the occurrence of certain events, including the
termination of employment and involuntary transfers, by
operation of law, provided that the repurchase price paid by
the Company does not exceed the lesser of (i) the purchase
price paid to the Company for such shares and (ii) the fair
market value of such shares at the time of such repurchase
(as determined by the Board of Directors in its sole
discretion). Any redemption repurchase or other acquisition
by the Company of any shares of its capital stock shall be
made in compliance with all laws, including, but not limited
to, federal and state securities laws."
(ii) Section 4.13 (a)(ii) shall be amended and
restated in its entirety as follows:
"(ii) Create, incur, assume, become liable for,
or permit to exist any indebtedness for borrowed money,
capital leases, or other similar commitments or
obligations which, for any one such borrowing or series
of related borrowings, is in excess of $250,000 other
than (A) the incurrence of up to $30 million of senior
debt
7
under a credit agreement between Teletrac, Inc. and
Banque Paribas and Fleet National Bank, as agents, on
terms substantially similar to those contemplated by
the financing proposal letter dated July 11, 1997 from
Banque Paribas and Fleet National Bank to Teletrac,
Inc. (the "Credit Facility"), (B) the issuance of up to
$115 million principal amount of senior notes under an
indenture on terms substantially similar to those
described in the Preliminary Offering Memorandum of the
Company dated July 16, 1997 (the "Indenture"), (C) the
incurrence of any additional debt expressly permitted
under the terms of the Credit Facility or the Indenture
as in effect on the date of execution and delivery
thereof, and (D) any indebtedness relating to the
refinancing of any indebtedness permitted under clause
(A), (B), or (C), provided that such refinancing
indebtedness (1) shall not have an original principal
amount exceeding the sum of the aggregate principal
amount of indebtedness refinanced thereby, plus accrued
interest and any applicable premiums, penalties, fees
and costs payable in respect of the indebtedness
refinanced thereby, plus out-of-pocket expenses payable
as a result of such refinancing, and (2) having a
maturity later than February 1, 2008 shall not by its
terms expressly restrict payments due to the holders of
the Series A Preferred Stock in connection with
redemption of such shares at the option of such holders
on or after February 1, 2008 (any such refinancing
indebtedness being hereinafter called "Refinancing
Indebtedness");
(iii) Section 4.13 (a)(iii) shall be amended and restated in
its entirety as follows:
"(iii) Grant or permit to exist any material
liens, security interests or encumbrances on any of the
Company's assets or properties, except in connection
with any indebtedness permitted by Section
4.13(a)(ii) above (including, without limitation, under
any Refinancing Indebtedness);"
(iii) Section 4.13 (a)(iv) shall be amended and restated in its
entirety as follows:
"(iv) Enter into any agreement with any party
which by its terms restricts the payments due the
holders of the Preferred Shares as set forth in the
Charter, except pursuant to the terms of any
indebtedness permitted by Section 4.13(a)(ii) above
(including, without limitation, under any Refinancing
Indebtedness); or"
8
(iv) Section 4.13 (b) shall be amended and restated in
its entirety as follows:
"(b) The Company will not, without the vote or
affirmative written consent of holders of sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares
of Preferred Stock, authorize or permit the voluntary
bankruptcy, reorganization, liquidation or winding up
of the Company."
(b) The parties hereto hereby agree that on the Effective Date the
Stockholders' Agreement shall be amended as follows:
(i) Clause (vii) of the definition of "Excluded
Offerings" in paragraph one of Article IV shall be amended
and restated in its entirety as follows:
"(vii) warrants issued to any institutional lender
or the purchaser of any senior notes in connection
with any debt financing permitted under the
Purchase Agreement."
(ii) Article VI, paragraph (f) shall be amended and
restated in its entirety as follows:
"(f) Authorize or permit the voluntary
reorganization, liquidation or winding up of the
Company, without the vote or affirmative written
consent of both the holders of a majority of the issued
and outstanding shares of Common Stock and the holders
of sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares of Preferred Stock;"
(c) Notwithstanding the foregoing, the parties agree that none of
the amendments to the Preferred Stock Purchase Agreement or the Stockholders'
Agreement effected hereby shall be effective after February 1, 2008, and that
after February 1, 2008 each of such agreements shall become effective in the
form in effect immediately prior to the Effective Date; PROVIDED HOWEVER that
all indebtedness permitted hereunder and incurred by Holdings (or any
subsidiary) prior to February 1, 2008, and each other transaction permitted
hereunder and commenced by Holdings (or any subsidiary) prior to February 1,
2008, shall continue to be permitted under each such agreement after February
1, 2008.
SECTION 7. CONSENT AND WAIVER. Each of the Stockholders hereby
consents to the granting of registration rights to the holders of the Senior
Notes with respect to such Senior Notes and to the holders of the associated
Warrants with respect to the Holdings Class A Common issuable upon the
exercise of such Warrants, on terms and conditions approved by the Board of
Directors
9
of Holdings, and waives the requirements of Article 13 of the Registration
Rights Agreement with respect to registration rights relating to the Senior
Notes and the Warrants described in the Preliminary Offering Memorandum.
SECTION 8. AGREEMENT TO SUBORDINATE. Each of the Stockholders,
the Company and Holdings agree that the payment of any amount due or owing
under this Agreement or the Agreements and any other right or claim (at law
or in equity) of any Stockholder, or any assignee or transferee thereof, in
its capacity as a Stockholder under this Agreement or the Agreements is, and
shall be, fully subordinated to the prior payment in full (in cash) of all
indebtedness of the Company or of Holdings arising out of or relating to the
Senior Notes or the Credit Agreement and all related principal, interest
(including, without limitation, interest accruing after the filing of a
petition initiating any bankruptcy proceeding, whether or not such interest
accrues after the filing of such petition for purposes of federal bankruptcy
laws or is an allowed claim in such proceeding), fees, expenses or other
similar obligations. Upon any payment or distribution of assets or
securities of Holdings or the Company of any kind or character, whether in
cash, property or securities, upon any dissolution or winding-up or
liquidation or reorganization of Holdings or the Company, whether voluntary
or involuntary or in bankruptcy, insolvency or receivership or other
proceedings, the holders of the Senior Notes, or the applicable trustee on
behalf of such holders, and the lenders under the Credit Agreement shall
first be paid in full in cash the amount of principal, interest (including,
without limitation, interest accruing after the filing of a petition
initiating any bankruptcy proceeding, whether or not such interest accrues
after the filing of such petition for purposes of federal bankruptcy laws or
is an allowed claim in such proceeding), fees, expenses or other similar
obligations in respect of such Senior Notes or the Credit Agreement before
any Stockholder shall be entitled to receive any payment by the Company in
its capacity as a Stockholder under this Agreement or the Agreements, and any
amounts received by any Stockholder, or any assignee or transferee thereof,
in its capacity as a Stockholder under this Agreement or the Agreements shall
be held in trust for the benefit of, and paid over to, the holders of the
Senior Notes, or the applicable trustee therefor, and the lenders under the
Credit Agreement.
SECTION 9. INDEMNIFICATION; EXPENSES OF THE STOCKHOLDERS. (a)
Holdings agrees to indemnify and hold harmless each Stockholder, and each of
its respective officers, directors, partners, members, stockholders,
employees and agents, from and against all claims, losses, damages and
liabilities arising out of or resulting from any breach of any
representation, warranty or covenant of Holdings or the Company contained in
this Agreement.
10
(b) Each Stockholder agrees to indemnify and hold harmless
Holdings, the Company and each other Stockholder, and each of the respective
officers, directors, partners, members, stockholders, employees and agents of
such parties, from and against all claims, losses, damages and liabilities
arising out of or resulting from any breach of any representation, warranty
or covenant of such Stockholder contained in this Agreement.
(c) Promptly following the Effective Date, Holdings shall pay the
reasonable and documented expenses of the Stockholders incurred in connection
with this Agreement.
SECTION 10. MISCELLANEOUS. (a) All covenants, agreements,
representations and warranties made by any party herein shall survive the
execution and delivery of this Agreement and the issuance, sale and delivery
of the shares of capital stock of Holdings pursuant hereto.
(b) All notices which are required or may be given pursuant to the
terms of this Agreement shall be in writing and shall be sufficient in all
respects if given in writing and (i) delivered personally, (ii) mailed by
certified or registered mail, return receipt requested and postage prepaid,
(iii) sent via a nationally recognized overnight courier or (iv) sent via
facsimile confirmed in writing to the recipient, in the case of each
Stockholder, to the address listed on Schedule I hereto, and in the case of
the Company and Holdings, as follows:
Teletrac, Inc.
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx Xxxx, XX
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
(c) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(d) This Agreement, together with the other agreements referred to
herein, constitutes the entire Agreement of the parties with respect to the
subject matter hereof and may not be modified or amended except in writing by
Holdings and the holders of (i) a majority of the outstanding shares of
Company Class A Common and a majority of the outstanding shares of Company
Series A Preferred, if prior to the Effective Date, and (ii) a majority of
the outstanding shares of Holdings Class A Common and a majority of the
outstanding shares of Holdings Series A Preferred, if on or after the
Effective Date; PROVIDED, HOWEVER, that any such amendment or modification of
any provision of this Agreement that otherwise would adversely affect any
Stockholder's legal rights under this Agreement in a manner that would materi-
11
ally and disproportionately discriminate against such Stockholder relative to
the other Stockholders shall also require the written approval of such
adversely affected Stockholder.
(E) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
12
IN WITNESS WHEREOF, the Company and the Stockholders
have executed this Agreement as of the day and year first above
written.
TELETRAC HOLDINGS, INC.
By__________________________________
Name:
Title:
TELETRAC, INC.
By__________________________________
Name:
Title:
STOCKHOLDERS:
TORONTO DOMINION
CAPITAL (U.S.A.), INC.
By__________________________________
Name:
Title:
KINGDON ASSOCIATES, L.P.
By: Kingdon Capital Management
Corp., its general partner
By:__________________________________
Name:
Title:
00
XXXXXXX PARTNERS, L.P.
By: Kingdon Capital Management
Corp., its general partner
By:__________________________________
Name:
Title:
X. XXXXXXX OFFSHORE NV
By: Kingdon Capital Management
Corp., its investment advisor
By:__________________________________
Name:
Title:
ALTA SUBORDINATED DEBT
PARTNERS III, L.P.
By: Alta Subordinated Debt
Management III, L.P.
By:__________________________________
General Partner
ALTA V LIMITED PARTNERSHIP
By: Alta V Management Partners,
L.P.
By:__________________________________
General Partner
CUSTOMS HOUSE PARTNERS
By:__________________________________
General Partner
14
ALTA COMMUNICATIONS VI, L.P.
By: Alta Communications VI, L.P.
By:__________________________________
General Partner
ALTA COMM S by S, LLC
By:__________________________________
Member
EOS PARTNERS SBIC, L.P.
By: EOS SBIC General, L.P.
By:__________________________________
Name:
Title:
ASSOCIATED RT, INC.
By:__________________________________
Name:
Title:
BANCBOSTON VENTURES INC.
By:__________________________________
Name:
Title:
15
NORTHWOOD VENTURES
By:__________________________________
Name:
Title:
CHESTNUT HILL WIRELESS, INC.
By:__________________________________
Name:
Title:
WESTBURY CAPITAL PARTNERS
By: Westbury MGP, L.P.,
its general partner
By: X.X. Xxxx Co.
By:__________________________________
Name:
Title:
BOSTON CAPITAL VENTURES
By:__________________________________
Name:
Title:
HIGH POINT XXXXXX LIMITED
PARTNERSHIP
By: High Point Management, Inc.,
its general partner
By:__________________________________
Name:
Title:
16
__________________________________
X. X. Xxxxxx
__________________________________
Xxxxxxx X. Xxxxxx XX
__________________________________
Xxxxx X. Queen
__________________________________
Xxxxxx X. Xxxxxxx
__________________________________
Xxxxxxxx X. Xxxxxxxx
__________________________________
Mrs. T.N. Xxxxxxxxxxx
__________________________________
Xxxxx Xxxxxxx
K&E PARTNERS II
By:________________________________
Partner
REBOUL, MACMURRAY, XXXXXX,
XXXXXXX & KRISTOL
By:_________________________________
Partner
17
SCHEDULE I
Company Company
Stockholder Class A Series A
NAME AND ADDRESS COMMON PREFERRED
Toronto Dominion Capital (U.S.A.), Inc. 50,000 5,772.01
Toronto Dominion Capital
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxx
Xxxxxxx Associates, L.P. 7,500 5,898.99
Kingdon Capital Management Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Xxxxxxx Partners, L.P. 12,500 935.06
Kingdon Capital Management Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxxxx
X. Xxxxxxx Offshore NV 30,000 22,025.97
Kingdon Capital Management Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Xxxx Subordinated Debt Partners III, L.P. 18,525 8,554.11
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
18
Xxxx X. Limited Partnership 31,145 14,381.53
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Customs House Partners 330 152.38
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Xxxx Communications VI, L.P. 0 22,574.16
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Xxxx Comm S by S, LLC 0 513.85
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Eos Partners SBIC, L.P. 29,000 5,772.01
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxx
Associated RT, Inc. 50,000 5,772.01
0 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
19
BancBoston Ventures, Inc. 0 34,632.03
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Northwood Ventures 0 5,772.01
00 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxx
Chestnut Hill Wireless, Inc. 0 40,404.04
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Westbury Capital Partners 0 5,772.01
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Boston Capital Ventures 0 5,772.01
Xxx Xxxx Xxxx
Xxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxxxxx
High Point Xxxxxx Limited Partnership 0 5,194.81
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Xx.
X.X. Xxxxxx 0 288.60
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx XX 0 288.60
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
20
Xxxxx X. Queen 11,500 0.00
c/o Teletrac, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxx 2,000 0.00
c/o Teletrac, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxxxx X. Xxxxxxxx 1,500 0.00
c/o Teletrac, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Mrs. T.N. Xxxxxxxxxxx 2,708.34 0.00
00 Xxxxxxxx Xxxx
Xxx Xxx Xxxxx
Xxxxxxx
Xxxx Xxxx
Xxxxx Xxxxxxx 916.66 0.00
00 Xxxxxx Xxxxxx
Xxxxxxxxx Xxxxxx, XX 00000
K&E Partners II 916.66 0.00
c/o Kirkland & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Reboul, MacMurray, Hewitt, 458.34 0.00
Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
21
SCHEDULE II
Holdings Holdings
Class A Series A
STOCKHOLDER NAME COMMON PREFERRED
Toronto Dominion Capital (U.S.A.), Inc. 50,000 5,772.01
Toronto Dominion Capital
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxx
Xxxxxxx Associates, L.P. 7,500 5,898.99
Kingdon Capital Management Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Xxxxxxx Partners, L.P. 12,500 935.06
Kingdon Capital Management Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxxxx
X. Xxxxxxx Offshore NV 30,000 22,025.97
Kingdon Capital Management Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Xxxx Subordinated Debt Partners III, L.P. 18,525 8,554.11
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
22
Xxxx X. Limited Partnership 31,145 14,381.53
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Customs House Partners 330 152.38
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Xxxx Communications VI, L.P. 0 22,574.16
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Xxxx Comm S by S, LLC 0 513.85
Burr, Egan, Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Eos Partners SBIC, L.P. 29,000 5,772.01
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxx
Associated RT, Inc. 50,000 5,772.01
0 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
23
BancBoston Ventures, Inc. 0 34,632.03
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Northwood Ventures 0 5,772.01
00 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxx
Chestnut Hill Wireless, Inc. 0 40,404.04
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Westbury Capital Partners 0 5,772.01
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Boston Capital Ventures 0 5,772.01
Xxx Xxxx Xxxx
Xxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxxxxx
High Point Xxxxxx Limited Partnership 0 5,194.81
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Xx.
X.X. Xxxxxx 0 288.60
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx XX 0 288.60
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
23
Xxxxx X. Queen 11,500 0.00
c/o Teletrac, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxx 2,000 0.00
c/o Teletrac, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxxxx X. Xxxxxxxx 1,500 0.00
c/o Teletrac, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Mrs. T.N. Xxxxxxxxxxx 2,708.34 0.00
00 Xxxxxxxx Xxxx
Xxx Xxx Xxxxx
Xxxxxxx
Xxxx Xxxx
Xxxxx Xxxxxxx 916.66 0.00
00 Xxxxxx Xxxxxx
Xxxxxxxxx Xxxxxx, XX 00000
K&E Partners II 916.66 0.00
c/o Kirkland & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Reboul, MacMurray, Hewitt, 458.34 0.00
Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
24
