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EXHIBIT 10.4
LOAN AND WARRANT AGREEMENT
THIS LOAN AND WARRANT AGREEMENT (this "Agreement") is made as of
the 7th day of May, 1996, by and among Informatica Corporation, a California
corporation (the "Company"), and the investors named on the Schedule of Lenders
attached hereto (individually a "Lender" and collectively the "Lenders").
WHEREAS, the Company is currently considering a proposed equity
financing which is scheduled to be completed on or before November 1, 1996.
WHEREAS, the Lenders are familiar with the Company and its
operations, the Company has requested Lenders to advance funds to the Company
based on the representations herein contained as an accommodation prior to
consummation of the further equity financing and Lenders are willing to make
such advances subject to the terms hereof.
AGREEMENT
In consideration of the mutual undertakings hereinafter set forth, the
parties hereto agree as follows:
1.1 Loan. Subject to the terms and conditions set forth in this
Agreement, Lenders hereby each severally agree to loan to the Company the amount
set forth opposite each Lender's name on Exhibit A hereto to be evidenced as to
each Lender by a Convertible Promissory Note in the form attached hereto as
Exhibit B (the "Notes" and each a "Note"). The closing of the loans evidenced by
the Notes hereunder shall be held at the offices of Xxxxxxxx & Xxxxxxxx, 000
Xxxx Xxxx Xxxx, Xxxx Xxxx, XX at 1:00 p.m., local time, on May 7, 1996 (the
"Closing") or at such other time and place upon which the Company and the
Lenders shall agree (the date of the Closing is hereinafter referred to as the
"Closing Date").
1.2 Warrants. Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to issue and sell to each Lender on
the Closing Date at the purchase price set forth opposite each Lender's name on
Exhibit A hereto, a Warrant in the form attached hereto as Exhibit C (the
"Warrants" and each a "Warrant") to purchase the number of units of the
Additional Securities equal to (a) the Warrant Coverage Amount (as defined
below) for such Lender divided by (b) the per unit purchase price of the
Additional Securities. The term "Additional Securities" shall mean any equity
securities, or securities convertible into equity securities (including, without
limitation, any Series C Preferred Stock of the Company authorized by the Board
of Directors and the shareholders of the Company), or any package of equity
securities or of debt and equity securities, sold to investors (excluding
directors, employees or others performing services for the Company) in any
transaction or series of related transactions for an aggregate amount of
$2,000,000 or more in consideration (exclusive of amounts paid for Additional
Securities upon cancellation of the Notes) at any time on or prior to November
1, 1996 ("New Financing"). In the event Additional Securities are issued and are
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issued in unpackaged form, the Warrant holder may determine to purchase part of
each or all of the one of the items in such package. In the event Additional
Securities are not issued on or prior to November 1, 1996, each Warrant shall
entitle the holder thereof to purchase the number of shares of the Series B
Preferred Stock of the Company equal to (a) the Warrant Coverage Amount (as
defined below) for such Lender divided by (b) One Dollar ($1.00). The Warrants
shall be exercisable from the date of issuance until May 1, 2001. The term
"Warrant Coverage Amount" for each Lender shall be an amount equal to 25% of the
original principal balance of such Lender's Note.
1.3 Payment of Notes; Conversion of Notes.
(a) In the event the Company enters into a definitive
agreement to consummate the New Financing at a date of closing (the "New
Financing") on or prior to November 1, 1996, then (i) if the Board of Directors
of the Company shall so elect by resolution duly adopted, the Company shall have
the right to pay (or place in escrow for payment subject to surrender of Notes)
all outstanding principal on the Notes at the Equity Closing, and (ii) if the
Company shall not have elected to pay the Notes as provided in (i) above, each
Lender shall be given at least 15 days' written notice prior to the Equity
Closing of the terms of the sale of Additional Securities and an opportunity to
elect within such period to have the principal of the Notes held by such Lenders
either (x) converted into Additional Securities in the manner and for the price
stated below or (y) paid in cash at the Equity Closing. (In the event of failure
to make an election by a Lender, the Note held by such Lender shall be converted
into Additional Securities).
In the event a Lender elects to convert its Note into
Additional Securities (through affirmative action or failure to elect), the Note
shall be converted into an amount of Additional Securities equal to the
principal amount on such Note divided by the unit price to investors of the
Additional Securities issued in the Equity Closing. In the event Additional
Securities are issued, and are issued in unpackaged form, the holder of the Note
may at any time at least five days prior to the Equity Closing give written
notice to the Company specifying whether the purchase is of part of each or all
of one of the items in the package. In default of such notice, such election may
be made by the Company. Upon such conversion, the Note shall cease to represent
the indebtedness of the Company stated therein and the sole right of the holder
thereof shall be to receive certificates or instruments evidencing the
Additional Securities to which such holder is entitled. Upon such conversion,
such Lender agrees to promptly surrender to the Company the Note held by it in
exchange for the Additional Securities. Fractional shares or units of the
Additional Securities shall not be issued and fractions shall be settled in cash
at the value established in the Equity Closing.
(b) In the event that holders of sixty percent (60%) or
more of the outstanding principal amount of the Notes elect to convert (through
affirmative action or failure to elect) such principal into Additional
Securities pursuant to Section 1.3(a) above, then all outstanding Notes shall
automatically and without further action on the part of the Lender be
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converted effective upon, subject to, and concurrently with, the issuance and
sale of Additional Securities, into an amount of Additional Securities equal to
the outstanding principal amount on such Note divided by the unit price to
investors of the Additional Securities issued in the Equity Closing
notwithstanding any election by any such Lenders to the contrary. Upon such
conversion, the Note shall cease to represent the indebtedness of the Company
stated therein and the sole right of the holder thereof shall be to receive
certificates or instruments evidencing the Additional Securities to which such
holder is entitled. Upon such conversion, such Lender agrees to promptly
surrender to the Company the Note held by it in exchange for the Additional
Securities. Fractional shares or units of the Additional Securities shall not be
issued and fractions shall be settled in cash at the value established in the
Equity Closing.
(c) In the event the Equity Closing does not occur on or
prior to November 1, 1996, then each Lender shall have the right, exercisable on
notice to the Company within the thirty (30) day period following November 1,
1996, to convert such Lender's Note into Series B Preferred Stock of the Company
at a conversion price of $1.00 per share. In the event Lenders holding sixty
percent (60%) or more of the outstanding principal amount of the Notes elect to
so convert their Notes into Series B Preferred Stock of the Company pursuant to
this Section 1.3(c), then all outstanding Notes shall automatically and without
further action on the part of the Lender by converted into Series B Preferred
Stock of the Company at a conversion price of $1.00 per share, notwithstanding
any election by any Lender to the contrary. Such conversion shall occur at such
time and date as the Company and Lenders holding sixty percent (60%) or more of
the outstanding principal amount of the Notes shall agree and in any event not
later than thirty (30) days after the election of said sixty percent (60%) of
the Lender's to so convert. Upon such conversion, the Note shall cease to
represent the indebtedness of the Company stated therein and the sole right of
the holder thereof shall be to receive certificates or instruments evidencing
the Series B Preferred Stock of the Company to which such holder is entitled.
Upon such conversion, such Lender agrees to promptly surrender to the Company
the Note held by it in exchange for Series B Preferred Stock of the Company.
Fractional shares of Series B Preferred Stock of the Company shall not be issued
and fractions shall be settled in cash at the value established in this Section
1.3(c). In the event all or any of the Notes are not converted pursuant to this
Section 1.3(c), such Notes shall be repaid in accordance with their terms.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to each Lender that, except as set forth on a Schedule
of Exceptions attached hereto as Exhibit D, which exceptions shall be deemed to
be representations and warranties as if made hereunder:
2.1 Organization and Qualification. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of California and has all requisite corporate power and authority to carry
on its business as now conducted and as proposed to be conducted. The Company is
duly qualified to transact business and is in good
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standing in each jurisdiction in which the failure so to qualify would have a
material adverse effect on its business.
2.2 Authorization. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement, the Notes and the
Warrants, the performance of all obligations of the Company hereunder or
thereunder has been taken or will be taken prior to each Closing (except for
board and shareholder approvals and appropriate amendments to the Company's
Restated Articles of Incorporation (the "Restated Articles") for the purpose of
amending the authorized capital to provide for those equity securities to be
subject to the Warrant or converted from the Note which action the Company
covenants to perform and obtain when and as necessary), and this Agreement, the
Notes and the Warrants constitute valid and legally binding obligations of the
Company, enforceable in accordance with their respective terms.
2.3 Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state, local or provincial governmental authority on
the part of the Company is required in connection with the consummation of the
transactions contemplated by this Agreement, except for the filing pursuant to
Section 25102(f) of the California Corporate Securities Law of 1968, as amended,
and the rules thereunder, which filing will be effected within 15 days of the
issuance of the Notes and Warrants hereunder.
2.4 Compliance with Other Instruments. The Company is not in
violation or default of any provisions of its Restated Articles or its Bylaws or
in any material respect or of any instrument or contract to which it is a party
or by which it is bound or, to its knowledge, of any provision of federal or
state statute, judgment, decree, order, rule or regulation applicable to the
Company. The execution, delivery and performance of this Agreement, the Notes
and the Warrants and the consummation of the transactions contemplated hereby
will not result in any such violation or be in conflict with or constitute, with
or without the passage of time and giving of notice, either a default under any
such provision, instrument, judgment, order, decree or contract.
3. Representations and Warranties of the Lenders. Each Lender, severally
and not jointly, hereby represents and warrants to the Company that:
3.1 Authorization. Lender has full power and authority to enter
into this Agreement and that certain Waiver and Amendment to Investor Rights
Agreement in substantially the form attached hereto as Exhibit E. All action on
the party of Lender necessary for the execution, delivery and performance of
this Agreement and the Investor Rights Agreement and the consummation of the
transactions contemplated hereby and thereby has been taken. This Agreement
constitutes the valid and legally binding obligation of Lender, enforceable in
accordance with their respective terms.
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3.2 Purchase Entirely for Own Account. This Agreement is made
with Lender in reliance upon Lender's representation to the Company, which by
Lender's execution of this Agreement such Lender hereby confirms, that the
Notes, the Warrants, the Additional Securities or the Series B Preferred Stock
of the Company (the "Series B Preferred Stock") to be received by such Lender
upon exercise of the Warrants or conversion of the Notes and the Common Stock of
the Company (the "Common Stock") issuable upon exercise or conversion thereof
(collectively, the "Securities") will be acquired for investment for Lender's
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that Lender has no present intention of
selling, granting any participation in, or otherwise distributing the same. By
executing this Agreement, Lender further represents that Lender does not have
any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Securities.
3.3 Disclosure of Information. Lender believes it has received
all the information it considers necessary or appropriate for deciding whether
to become a party to this Agreement and acquire the Note and Warrant to be
issued to that Lender hereunder. Lender further represents that it has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the loans contemplated herein. The foregoing, however,
does not limit or modify the representations and warranties of the Company in
Section 2 of this Agreement or the right of Lender to rely thereon.
3.4 Investment Experience. Lender acknowledges that it is able to
fend for itself, can bear the economic risk of its investment and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the transactions contemplated by this
Agreement. If other than an individual, Lender also represents it has not been
organized for the purpose of acquiring the Note, the Warrant, the Additional
Securities, the Series B Preferred Stock or the Common Stock.
3.5 Accredited Investor. Lender is an "accredited investor"
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933,
as presently in effect.
3.6 Restricted Securities. Lender understands that the shares of
Additional Securities, the Series B Preferred Stock and the Common Stock are and
will be characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act of
1933, as amended (the "Act"), only in certain limited circumstances. In this
connection, Lender represents that it is familiar with Securities and Exchange
Commission Rule 144 under the Act, as presently in effect ("Rule 144"), and
understands the resale limitations imposed thereby and by the Act.
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3.7 No Public Market. Lender understands that no public market
now exists for any securities issued by the Company and that the Company has
made no assurances that a public market will ever exist for the Company's
securities.
3.8 Further Limitations on Disposition. Without in any way
limiting the representations set forth above, Lender further agrees not to make
any disposition of all or any portion of the Securities unless and until the
transferee has agreed in writing for the benefit of the Company to be bound by
this Section 3 and:
(a) There is then in effect a registration statement under
the Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or
(b) (i) Such Lender shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
reasonably requested by the Company, at the expense of such Lender or its
transferee, such Lender shall have furnished the Company with an opinion of
counsel, reasonably satisfactory to the Company, that such disposition will not
require registration of such shares under the Act. It is agreed that the Company
will not require opinions of counsel for transactions made pursuant to Rule 144
except in unusual circumstances.
(c) Notwithstanding the provisions of paragraphs (a) and
(b) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by a Lender which is a partnership to a partner of such
partnership or a retired partner of such partnership who retires after the date
hereof, or to the estate of any such partner or retired partner or the transfer
by gift, will or intestate succession of any partner to his spouse or lineal
descendants or ancestors, if the transferee agrees in writing to be subject to
the terms hereof to the same extent as if he were an original Lender hereunder.
3.9 Legends.
(a) The Warrants and each certificate representing (i) the
Additional Securities or Series B Preferred Stock acquired on exercise of the
Warrants or on conversion of the Notes, (ii) shares of Common Stock issuable
upon conversion of the Additional Securities or Series B Preferred Stock (the
"Conversion Stock") and (iii) any other securities issued in respect of the
Additional Securities or Series B Preferred Stock upon any stock split, stock
dividend, recapitalization, merger or similar event (unless no longer required
in the opinion of counsel for the Company) shall be stamped or otherwise
imprinted with a legend substantially in the following form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR
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SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."
(b) Any legend required by applicable state blue sky laws.
3.10 Due Diligence. Lender has been solely responsible for
Lender's "due diligence" investigation of the Company and its management and
business, for the analysis of the merits and risks of this investment and of the
fairness and desirability of the terms of the investment; that in taking any
action or performing any role relative to the arranging of the proposed
investment, such Lender has acted solely in such Lender's interest; and that
neither the Lender nor any of its agents or employees has acted as an agent of
the Company, or as an issuer, underwriter, broker, dealer or investment advisor
relative to any of the Securities.
4. California Commissioner of Corporations.
4.1 Corporate Securities Law. THE SALE OF THE SECURITIES WHICH
ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND IN THE ABSENCE OF AN EXEMPTION
FROM SUCH QUALIFICATION REQUIREMENT, THE ISSUANCE OF SUCH SECURITIES OR THE
PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO
SUCH QUALIFICATION IS UNLAWFUL. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION
FROM SUCH QUALIFICATION BEING APPLICABLE.
5. Conditions of Lenders' Obligations at Closing. The obligations of
each Lender under Section 1 of this Agreement at the Closing are subject to the
fulfillment of each of the following conditions on or before the Closing Date.
5.1 Representations and Warranties. The representations and
warranties of the Company contained in Section 2 shall be true on and as of each
Closing with the same effect as though such representations and warranties had
been made on and as of the same date; subject to (i) the issuance of options
(and Common Stock on the exercise of options) pursuant to the Company's stock
option plan; and (ii) changes in the ordinary course of the Company's business
operations which shall not be materially adverse in the aggregate.
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5.2 Performance. The Company shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing.
5.3 Compliance Certificate. The Chief Executive Officer or
President of the Company shall deliver to each Lender a certificate dated the
Closing Date, certifying that the conditions specified in Sections 5.1 and 5.2
have been fulfilled.
5.4 Qualifications. The Commissioner of Corporations of the State
of California shall have issued a permit qualifying the offer and sale of the
Notes and the Warrants to the Lenders pursuant to this Agreement, or such offer
and sale shall be exempt from such qualification under the California Corporate
Securities Law of 1968, as amended.
5.5 Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at the Closing and
all documents incident thereto shall be reasonably satisfactory in form and
substance to the Lenders, and they shall have received all such counterpart
original and certified or other copies of such documents as they may reasonably
request.
5.6 Consents and Waivers. The Company shall have obtained any and
all consents and waivers necessary or appropriate for consummation of the
transactions contemplated by this Agreement which need to be obtained prior to
the Closing.
6. Conditions of the Company's Obligations at Closing. The obligations
of the Company to the Lenders under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions:
6.1 Representations and Warranties. The representations and
warranties of the Lenders contained in Section 3 shall be true on and as of the
Closing with the same effect as though such representations and warranties had
been made on and as of the same date.
6.2 California Qualification. The Commissioner of Corporations of
the State of California shall have issued a permit qualifying the offer and sale
to the Lenders of the Warrants and the Notes (and the Additional Securities or
Series B Preferred Stock issuable upon exercise of the Warrants and the Common
Stock issuable upon the conversion thereof) or such offer and sale shall be
exempt from such qualification under the California Corporate Securities Law of
1968, as amended.
6.3 Consents and Waivers. The Company shall have obtained any and
all consents and waivers necessary or appropriate for consummation of the
transactions contemplated by this Agreement which need to be obtained prior to
the Closing.
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6.4 Payment. The Lender shall have delivered the amount specified
opposite such Lender's name on the Schedule of Lenders attached hereto.
7. Miscellaneous.
7.1 Survival of Warranties. The warranties, representations and
covenants of the Company and the Lenders contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
closings of the transactions contemplated hereby and shall in no way be affected
by any investigation of the subject matter thereof made by or on behalf of the
Lenders or the Company.
7.2 Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
7.3 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California.
7.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.5 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
7.6 Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed if to the Company, at the address indicated on the
signature page hereof, and if to an Lender, at the address set forth below such
Lender's name on the Schedule of Lenders attached hereto, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties.
7.7 Finder's Fee. Each Lender represents that it neither is nor
will be obligated for any finders' fee or commission in connection with this
transaction. Each Lender agrees to indemnify and to hold harmless the Company
from any liability for any commission or compensation in the nature of a
finders' fee (and the costs and expenses of defending against such liability or
asserted liability) for which such Lender or any of its officers, partners,
employees, or representatives is responsible.
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The Company agrees to indemnify and hold harmless the Lenders from any
liability for any commission or compensation in the nature of a finders' fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible.
7.8 Expenses. Each party shall pay all costs and expenses that it
incurs with respect to the negotiation, execution, delivery and performance of
this Agreement. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement or the Restated Articles, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
7.9 Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and Lenders who provided in excess
of 60% of the aggregate loan amount pursuant to Section 1.1 hereof. Any
amendment or waiver effected in accordance with this Section 7.9 shall be
binding upon each holder of Notes and Warrants issued pursuant to this
Agreement, each future holder of such Additional Securities or Series B
Preferred Stock and Conversion Stock, and the Company; provided, that the terms
of each Note and the rights of payment thereunder may only be modified upon the
prior written consent of the Lender and/or holder of such Note.
7.10 Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
7.11 Entire Agreement. This Agreement and the other documents and
agreements referred to herein constitute the entire understanding and agreement
among the parties with regard to the subjects hereof and thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
INFORMATICA CORPORATION
By: /s/ XXXXXX XXXXXXX
---------------------------------------------
Xxxxxx Xxxxxxx
Chief Executive Officer
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LENDERS:
Bay Partners SBIC, L.P.
By: /s/ XXXX XXXXXXXXXXX
---------------------------------------------
Name: Xxxx Xxxxxxxxxxx
-------------------------------------------
Title: General Partner
------------------------------------------
Address: 00000 Xxxxx Xx Xxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Discovery Ventures I, L.L.C.
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-------------------------------------------
Title: Manager
------------------------------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0,
Xxxxx 000
Menlo Park, California 94025
Parvest U.S. Partners II C.V.
By: /s/ XXXXXXX WORMS
---------------------------------------------
Name: Xxxxxxx Worms
-------------------------------------------
Title: General Partner
------------------------------------------
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
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Tradeinvest Limited
By: /s/ XXXXXXX WORMS
---------------------------------------------
Name: Xxxxxxx Worms
-------------------------------------------
Title: Director
------------------------------------------
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Multinvest Limited C.V.
By: /s/ XXXXXXX WORMS
---------------------------------------------
Name: Xxxxxxx Worms
-------------------------------------------
Title: General Partner
------------------------------------------
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Partech U.S. Partners III C.V.
By: /s/ XXXXXXX WORMS
---------------------------------------------
Name: Xxxxxxx Worms
-------------------------------------------
Title: General Partner
------------------------------------------
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxx Xxxxxxx
/s/ XXXXX XXXXXXX
-------------------------------------------------
Address:
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Partech International Profit Sharing Plan
U/A Dated 1/1/92
FBO: Xxxxxx X. XxXxxxxx
By: /s/ XXXXXXX WORMS
---------------------------------------------
Name: Xxxxxxx Worms
-------------------------------------------
Title: General Partner
------------------------------------------
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
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SCHEDULE OF LENDERS
Warrant
Loan Amount Purchase Price
----------- --------------
Bay Partners SBIC, L.P. $800,000 $1000.00
Discovery Ventures I, L.L.C. $400,000 $ 500.00
Parvest U.S. Partners II C.V. $360,000 $ 450.00
Tradeinvest Limited $ 42,000 $ 52.50
Multinvest Limited C.V. $ 28,000 $ 35.00
Partech U.S. Partners III C.V. $360,000 $ 450.00
Xxxxx Xxxxxxx $ 50,000 $ 62.50
Partech International Profit Sharing Plan $ 10,000 $ 12.50
U/A Dated 1/1/92
FBO: Xxxxxx X. XxXxxxxx
