EXHIBIT 10.2.2
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"),
dated this 20TH day of June, 1994, among Warburg, Xxxxxx Investors, L.P., a
Delaware limited partnership having its principal offices at 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Warburg"); Xx. Xxxx X. Blend, III (the
"Executive Stockholder"); The System Works, Inc., a Georgia corporation, having
its principal offices at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000 (the
"Company"); and Xxxxx X. Xxxxxx, as Withdrawing Stockholder (the "Withdrawing
Stockholder");
WHEREAS, Warburg, the Executive Stockholder, the Company and the
Withdrawing Stockholder are parties to that certain Stockholders Agreement dated
September 16, 1992 (the "Original Agreement");
WHEREAS, pursuant to the Securities Repurchase Agreement between the
Company and the Withdrawing Stockholder, and the Securities Purchase Agreement
between the Company and Warburg, each of even date herewith, the Company is
repurchasing all of the capital stock of the Company held by the Withdrawing
Stockholder, and the Withdrawing Stockholder shall cease to hold any equity
interest in and any board or management position with the Company;
WHEREAS, the parties desire to amend and restate the Original
Agreement to reflect that the Withdrawing Stockholder is no longer a stockholder
of the Company and is no longer an officer and director of the Company, and to
address certain matters relating to the operations of the Company and the
disposition of shares of capital stock in the Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:
1. DEFINITIONS
As used herein, the following terms shall have the meanings indicated:
(a) "Common Stock" shall mean all of the shares of Common Stock, par
value $0.01 per share, of the Company.
(b) "New Preferred Stock" shall mean all of the shares of Series A
Preferred Stock and Series B Preferred Stock.
(c) "Reclassification" shall mean the reclassification of the
Company's outstanding shares of Class A and Class B Common Stock, $0.01 par
value per share, into shares of the Company's Common Stock, and the
reclassification of the Company's
outstanding shares of Series C Preferred Stock and Series D Preferred Stock into
Series A Preferred Stock.
(d) "Series A Preferred Stock" shall mean all of the shares of
Preferred Stock, par value $0.01 per share, designated as Series A Preferred
Stock.
(e) "Series B Preferred Stock" shall mean all of the shares of
Preferred Stock, par value $0.01 per share, designated as Series B Preferred
Stock.
(f) "Stock" shall mean (i) all of the shares of Common Stock of the
Company owned by the Executive Stockholder on the date hereof, (ii) all
additional shares of Common Stock and all other shares of capital stock of the
Company of any class which may hereafter be issued to the Executive Stockholder,
(iii) all shares of capital stock of any other entity which the Executive
Stockholder acquires in respect of his shares of Common Stock or other shares of
capital stock covered by this Agreement in connection with any exchange, merger,
consolidation or other reorganization to which the Company is a party.
(g) "Stockholder" shall mean any of Warburg and the Executive
Stockholder.
2. DIRECTORS AND OFFICERS
(a) DIRECTORS.
(i) During the term of this Agreement, while the Executive
Stockholder is an employee of the Company, Warburg shall cause the
Executive Stockholder to be nominated to the Board of Directors.
(ii) The Stockholders shall vote their shares in favor of the
election of the directors nominated pursuant to the foregoing provisions of
this paragraph 2.
(iii) The foregoing rights shall be personal to the Executive
Stockholder and shall not be assignable to any transferee of shares from
the Executive Stockholder.
(b) OFFICERS. All of the officers of the Company shall serve at the
discretion and under the general direction of the Board of Directors. Officers
shall be elected by majority action of the Board of Directors and may be removed
from office, with or without cause, by majority action of the Board of
Directors. Subject to the foregoing, simultaneously with the execution of this
Agreement, the Board of Directors shall have taken all necessary action to
confirm the election of the Executive Stockholder as Executive Vice President of
the Company. The Board of Directors shall also from time to time elect such
additional officers as shall be consistent with the By-laws of the Company and
as in the
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judgment of the Board of Directors shall be needed for the management of the
business of the Company.
(c) COMPENSATION COMMITTEE. The Board of Directors shall annually
select from its members a Compensation Committee consisting of the Chairman of
the Board (who shall not vote on matters affecting the Chairman of the Board)
and not fewer than two other members who are not officers of the Company, one of
whom shall be designated as the chairman of such committee. The Compensation
Committee shall also constitute the stock option committee under existing or
future stock option plans of the Company and shall award stock options to
existing or future management, including the Executive Stockholder, as such
committee shall deem appropriate.
3. EXECUTIVE STOCKHOLDER OBLIGATIONS
(a) EXTENT OF SERVICES. The Executive Stockholder shall devote
substantially all of his time, attention and energies to the business of the
Company and shall not, while serving as an officer and director of the Company,
be engaged in any other business activity whether or not such business activity
is pursued for gain, profit or other pecuniary advantage; but this shall not be
construed as preventing the Executive Stockholder from investing his personal
assets in businesses which do not compete with the Company in such form or
manner as will not require any services on the part of the Executive Stockholder
in the operation of the affairs of the companies in which such investments are
made and in which his participation is solely that of an investor or, upon
notice to the Board of Directors of the Company, from serving on the Boards of
Directors of corporations or non-profit entities; and except that the Executive
Stockholder may purchase securities in any corporation whose securities are
regularly traded provided that such purchase shall not result in his
collectively owning beneficially at any time one percent (1%) or more of the
equity securities of any corporation engaged in a business competitive to that
of the Company.
(b) DISCLOSURE OF INFORMATION. The Executive Stockholder recognizes
and hereby acknowledges that the trade secrets, know-how and proprietary
processes owned by the Company as they may exist from time to time are valuable,
special and unique assets of the business of the Company, access to and
knowledge of which are essential to the performance of the Executive
Stockholder's duties as an officer of the Company. The Executive Stockholder
will not, during or after the term of his employment by the Company, in whole or
in part, disclose such secrets, know-how or processes to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever
(other than to vendors, customers or other persons in the ordinary course of
business under protection of written non-disclosure agreements substantially in
the form currently used by the Company), nor shall the Executive Stockholder
make use of any such property for his own purposes or for the benefit of any
person, firm, corporation or other entity except the Company or a member of the
Company) under any circumstances during or after the term of his employment,
PROVIDED that the foregoing restriction shall not apply to the extent the
Executive Stockholder is required by applicable law or legal process to disclose
information
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and PROVIDED FURTHER that after the term of his employment these restrictions
shall not apply to such secrets, know-how and processes which are then in the
public domain (provided that the Executive Stockholder was not responsible,
directly or indirectly, for such secrets, know-how or processes entering the
public domain without the Company's consent).
(c) INVENTIONS. The Executive Stockholder hereby sells, transfers
and assigns to the Company or to any person or entity designated by the Company
all of the entire right, title and interest of the Executive Stockholder in and
to all inventions, ideas, disclosures and improvements, whether patented or
unpatented, and copyrightable material, made or conceived by the Executive
Stockholder, solely or jointly, during the term hereof which relate to methods,
apparatus, designs, products, processes or devices, sold, leased, used or under
consideration or development by the Company or any of its subsidiaries, or which
otherwise relate to or pertain to the business, functions or operations of the
Company or any of its subsidiaries or which arise from the efforts of the
Executive Stockholder during the course of his employment for the Company or any
of its subsidiaries. The Executive Stockholder shall communicate promptly and
disclose to the Company, in such form as the Company requests, all information,
details and data pertaining to the aforementioned inventions, ideas, disclosures
and improvements; and the Executive Stockholder shall execute and deliver to the
Company such formal transfers and assignments and such other papers and
documents as may be necessary or required of the Executive Stockholder to permit
the Company or any person or entity designated by the Company to file and
prosecute the patent applications and, as to copyrightable material, to obtain
copyright thereof. Any invention relating to the business of the Company and
disclosed by the Executive Stockholder within one year following the termination
of this Agreement shall be deemed to fall within the provisions of this
paragraph unless proved to have been first conceived and made following such
termination.
(d) COVENANTS NOT TO COMPETE OR INTERFERE. For a period ending on
the later of (i) twelve months from and after the date of termination of an
Executive Stockholder's employment by the Company or (ii) the end of the Salary
Continuation Period described in paragraph 5(b)(iii), except in either case for
a termination of employment pursuant to paragraph 5(a)(i) or 5(a)(iii) or a
voluntary termination by the Executive Stockholder following any change in
control of the Company or the sale or transfer of the Company to, or the merger
of the Company with or into, a party not controlled by, or under common control
of Warburg, the Executive Stockholder shall not engage in any business (whether
as an officer, director, owner, stockholder, partner or other direct or indirect
participant) which is engaged in the development or marketing of software or
systems of the type then being sold by, installed by, or under development by,
the Company or its subsidiaries as of the date of such termination of
employment, including without limitation maintenance planning and control
systems, in any geographic area where the Company or such subsidiaries are then
so marketing such products, nor shall the Executive Stockholder interfere with,
disrupt or attempt to disrupt the relationship, contractual or otherwise,
between the Company and any customer, supplier, lessor, lessee or employee of
the Company. The Executive Stockholder hereby acknowledges having been advised
that
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Xxxxxxx has made a substantial investment in the Company in part in reliance
upon the Executive Stockholder's willingness to enter into the foregoing
covenant.
(e) INJUNCTIVE RELIEF. If there is a breach or threatened breach of
the provisions of paragraphs (b), (c) or (d) of this Section 3, the Company
shall be entitled to an injunction restraining the Executive Stockholder from
such breach. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.
4. EXECUTIVE STOCKHOLDER COMPENSATION
(a) BASE SALARY AND FRINGE BENEFITS. For all services rendered by
the Executive Stockholder to the Company (and any subsidiary of the Company
which may hereafter be established), the Company shall pay the Executive
Stockholder a salary at the rate set by the Compensation Committee (the "Base
Salary"), and payable (after deduction of applicable payroll taxes) in equal
semi-monthly installments on the 1st and 16th day of each month or on the
preceding business day if such day is a Saturday, Sunday or holiday. The
Executive Stockholder shall also be eligible for and participate in such fringe
benefits as shall be generally provided to executives of the Company, including
(but not limited to) the following: medical insurance and other welfare benefit
programs; incentive savings and retirement programs which may be adopted from
time to time by the Company; stock option plans; and club memberships. The
Executive Stockholder shall be entitled to paid vacation consistent with
existing Company policy. The Company shall continue to maintain existing
disability and "split-dollar" insurance agreements with respect to the Executive
Stockholder on terms no less favorable to the Executive Stockholder than now
existing.
(b) BONUS DETERMINATIONS AND SALARY REVIEW. The Compensation
Committee of the Company has established a bonus program for the officers and
senior executives of the Company and has set forth such criteria for the grant
of bonuses under such program, subject to change, as it shall deem appropriate
from time to time. Such bonuses may include an allocation of Company stock
options. The Executive Stockholder shall participate in such program. The
Compensation Committee shall review the Executive Stockholder's compensation at
least once a year and award such bonuses under such program and effect such
increases in the Base Salary as the Compensation Committee, in its sole
discretion, determines are merited, based upon the Executive Stockholder's
performance and consistent with the Company's compensation policies.
5. COMPANY TERMINATION RIGHTS AND OBLIGATIONS
(a) TERMINATION OF EMPLOYMENT. The Company, by action of a majority
of the Board of Directors, may at its election, subject to paragraph 5(b) below,
terminate the employment of the Executive Stockholder and relieve him of his
office or offices with the Company as follows:
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(i) Upon 30 days notice if the Executive Stockholder becomes
physically or mentally incapacitated or is injured so that he is unable to
perform the services required of him hereunder and such inability to
perform continues for a period in excess of six months and is continuing at
the time of such notice; or
(ii) For "Cause" upon notice of such termination to the
Executive Stockholder. For purposes of this Agreement, the Company shall
have "Cause" to terminate its obligations hereunder upon (A) the
determination by a majority of the Board of Directors of the Company that
the Executive Stockholder has ceased to perform his duties to the Company
(other than as a result of his incapacity due to physical or mental illness
or injury), which cessation amounts to an intentional and extended neglect
of his duties to the Company, (B) the commission by the Executive
Stockholder of an act of fraud or embezzlement against the Company or the
Board's determination that the Executive Stockholder has willfully taken
action injurious to the business or prospects of the Company, (C) the
Executive Stockholder's having been convicted of a felony involving moral
turpitude, or (D) the Board's determination that the Executive Stockholder
has materially breached any of the material covenants or agreements of the
Executive Stockholder contained in this Agreement; or
(iii) Without Cause upon 30 days notice of such termination to
the Executive Stockholder; or
(iv) Upon the death of the Executive Stockholder.
Neither the Executive Stockholder nor any of his nominees to the Board of
Directors may participate in the voting by the Board where such vote relates to
the termination of employment of the Executive Stockholder.
Upon any termination of the Executive Stockholder's employment with
the Company, the Executive Stockholder shall immediately resign from the Board
of Directors.
(b) CONSEQUENCES OF EMPLOYMENT TERMINATION.
(i) If the employment of the Executive Stockholder is
terminated pursuant to paragraph 5(a)(i) above, the Executive Stockholder
shall receive disability pay from the date of such termination until age 65
at the rate of 50% of the Base Salary or any higher rate provided by any
policies held at the time by the Company, reduced by applicable payroll
taxes and further reduced by the amount received by the Executive
Stockholder during such period under any Company-maintained disability
insurance policy or plan or under Social Security or similar laws. Such
disability payments shall be paid periodically to the Executive Stockholder
as provided in paragraph 4(a) for the payment of Base Salary.
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(ii) If the employment of the Executive Stockholder is
terminated pursuant to paragraph 5(a)(ii) or 5(a)(iv) above, the Executive
Stockholder shall receive no salary continuation pay or severance pay.
(iii) If the employment of the Executive Stockholder is
terminated pursuant to paragraph 5(a)(iii) above under circumstances other
than those described in paragraph 5(f) hereof (a termination under such
circumstances to be governed by such paragraph 5(f)), the Executive
Stockholder shall, receive salary continuation pay from the date of such
termination for a period of twelve months (the "Salary Continuation
Period") equal to his Base Salary. Such salary continuation payments (less
applicable payroll taxes) shall be paid periodically to the Executive
Stockholder as provided in paragraph 4(a) for the payment of the Base
Salary.
(c) NO DUTY TO MITIGATE. During the Salary Continuation Period, the
Executive Stockholder shall be under no obligation to mitigate the costs to the
Company of the salary continuation payments, and, provided that the Executive
Stockholder is not in breach of his obligations under paragraph 3(d) hereof, no
compensation that the Executive Stockholder may receive from another employer
during the Salary Continuation Period shall be offset against amounts owed to
the Executive Stockholder hereunder.
(d) DEATH OF THE EXECUTIVE STOCKHOLDER. If the Executive Stockholder
should die during the term of this Agreement, the Company shall purchase, and
the estate of the Executive Stockholder shall sell to the Company, at a price
equal to the then Current Repurchase Price, such number of shares of the
Company's Stock owned by the deceased Executive Stockholder as shall result from
dividing the aggregate insurance proceeds from the term life insurance policy
maintained by the Company on the life of the Executive Stockholder (as described
in subparagraph (e) below) by the then Current Repurchase Price. The "Current
Repurchase Price" shall initially be $7.615 per share of Stock, which price
shall be subject to annual review by action of a majority of the Board of
Directors based upon their best judgment as to the then fair market value of a
share of Stock, PROVIDED that the Current Repurchase Price shall not be reduced
below $4.50 per share and PROVIDED, FURTHER that in the absence of an agreement
as to the establishment of a new Current Repurchase Price, the prior price shall
continue in effect. Such review shall occur at the first meeting of the Board
of Directors occurring after each successive anniversary of the date of this
Agreement.
(e) LIFE INSURANCE. The Company shall obtain term life insurance on
the life of the Executive Stockholder in an amount equal to $625,000. The
Company shall be the sole owner and sole beneficiary of such policies and may
apply any dividends on such policies toward the payment of premiums. The
Executive Stockholder shall cooperate fully with the issuer of such policies,
including submitting to such periodic physical examinations and furnishing such
information as may be required, and shall comply with all such other
requirements of the issuer which are necessary conditions precedent to the
issuance of such life insurance policies.
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6. STOCK RIGHTS
(a) SUBSCRIPTION RIGHT. If at any time after the date hereof and
prior to the effective date of the registration statement covering the Company's
initial public offering, the Company proposes to issue equity securities of any
kind (the term "equity securities" shall include for these purposes any
warrants, options or other rights to acquire equity securities and debt
securities convertible into equity securities) of the Company (other than the
issuance of securities (x) upon the Reclassification or pursuant to the
conversion of the New Preferred Stock, (y) pursuant to the acquisition of
another corporation by the Company by merger, purchase of substantially all of
the assets or other form of reorganization, or (z) pursuant to an employee stock
option plan, stock bonus plan, stock purchase plan or other management equity
program), then, as to each Stockholder who then holds in excess of five percent
(5%) of the then outstanding shares of Common Stock, the Company shall:
(i) give written notice setting forth in reasonable detail (1)
the designation and all of the terms and provisions of the securities
proposed to be issued (the "Proposed Securities"), including, where
applicable, the voting powers, preferences and relative participating,
optional or other special rights, and the qualification, limitations or
restrictions thereof and interest rate and maturity; (2) the price and
other terms of the proposed sale of such securities; (3) the amount of such
securities proposed to be issued; and (4) such other information as the
Stockholder may reasonably request in order to evaluate the proposed
issuance; and
(ii) offer to issue to each such Stockholder a portion of the
Proposed Securities equal to a percentage determined by dividing (x) the
number of shares of Common Stock held by such Stockholder and issuable to
such Stockholder, assuming conversion in full of any convertible securities
then held by such Stockholder, by (y) the total number of shares of Common
Stock then outstanding, including for purposes of this calculation all
shares of Common Stock issuable upon conversion in full of any then
outstanding convertible securities.
Each such Stockholder must exercise his or its purchase rights
hereunder within ten (10) days after receipt of such notice from the Company. If
all of the Proposed Securities offered to such Stockholders are not fully
subscribed by such Stockholders, the remaining Proposed Securities will be
reoffered to the Stockholders purchasing their full allotment upon the terms set
forth in this paragraph, until all such Proposed Securities are fully subscribed
for or until all such Stockholders have subscribed for all such Proposed
Securities which they desire to purchase, except that such Stockholders must
exercise their purchase rights within five days after receipt of all such
reoffers. To the extent that the Company offers two or more securities in
units, Stockholders must purchase such units as a whole and will not be given
the opportunity to purchase only one of the securities making up such unit.
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Upon the expiration of the offering periods described above, the
Company will be free to sell such Proposed Securities that the Stockholders have
not elected to purchase during the ninety (90) days following such expiration on
terms and conditions no more favorable to the purchasers thereof than those
offered to such holders. Any Proposed Securities offered or sold by the Company
after such 90 day period must be reoffered to the Stockholders pursuant to this
Section.
The election by a Stockholder not to exercise his or its subscription
rights under this paragraph in any one instance shall not affect his or its
right (other than in respect of a reduction in his or its percentage holdings)
as to any subsequent proposed issuance. Any sale of such securities by the
Company without first giving the Stockholders the rights described in this
Section shall be void and of no force and effect.
(b) TAG ALONG RIGHT. If Warburg shall elect to cause the transfer of
more than twenty percent (20%) of the capital stock of the Company which it then
holds (measured in terms of aggregate numbers of shares) in a transaction or
series of related transactions (other than the Reclassification, the issuance of
shares of capital stock upon conversion of the New Preferred Stock or a transfer
to one or more of its Affiliates) pursuant to a bona fide offer from a third
party (the "Buyer") who does not desire to purchase all of the shares of
Preferred Stock and Common Stock then held by the Executive Stockholder, whether
pursuant to one transaction or a series of related transactions, Warburg shall
notify the Executive Stockholder, in writing, of such offer and its terms and
conditions. The Executive Stockholder shall have the right, exercisable by
notice to Warburg given within 10 days of receipt of the terms and conditions of
the offer, to sell to the Buyer, in lieu of the sale to the Buyer by Warburg
only, on the same terms and conditions as the shares being sold by Warburg, that
number of shares of Preferred Stock and/or Common Stock which represents the
same percentage of the Executive Stockholder's shares of Preferred Stock and/or
Common Stock as the percentage of shares of Preferred Stock and/or Common Stock
that Warburg would otherwise have sold to the Buyer but for the operation of the
provisions of this paragraph. The election by the Executive Stockholder not to
exercise his rights under this paragraph in any one instance shall not affect
his right as to any subsequent proposed sale.
The foregoing right shall terminate upon the effective date of the
registration statement covering the Company's initial public offering.
(c) CONVERSION FOR PURPOSE OF CALCULATION. For purposes of this
paragraph 6, any Stockholder, including without limitation Warburg, holding both
Common Stock and/or Preferred Stock shall be deemed to own the number of shares
of Common Stock which he or it would hold assuming full conversion of all
Preferred Stock held. Similarly all calculations of sale percentages shall be
made for purpose of this paragraph 6 on an as converted basis.
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7. TERM OF AGREEMENT
This Agreement shall continue as to each party to this Agreement for
as long as any such party owns stock of the Company.
8. MISCELLANEOUS.
(a) NOTICES. All notices, request, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given as
delivered personally, sent by courier or mailed, registered mail, return receipt
requested:
(i) To Warburg:
Warburg, Xxxxxx Investors, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxx
(ii) To the Executive Stockholder:
Xxxx X. Blend, III
c/o The System Works, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 00000
(iii) To the Company:
The System Works
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
Copy to:
Xxxxxx X. Xxxxx, Esq.
Xxxxxxxx Xxxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
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(iv) To the Withdrawing Stockholder:
Xxxxx X. Xxxxxx
c/o The System Works, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Copy to:
Xxxxxxx Xxxx, Esq.
Xxxxx, Xxxx & Xxxxxxxx
0000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
(b) ASSIGNMENT. This Agreement shall not be assignable by any party
hereto.
(c) SURVIVAL. Except as otherwise provided herein, this Agreement
and the obligations of the parties created hereunder shall survive any
termination of employment or disability of the Executive Stockholder.
(d) ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the
entire agreement between the parties hereto with respect to the subject matters
covered hereby and supersedes any prior agreements between the Company and the
Executive Stockholder relating to his compensation, severance benefits or the
terms under which he is employed by the Company. If and to the extent that any
provisions of the Certificate of Incorporation or By-laws of the Company shall
be inconsistent with any provision of this Agreement, the provisions of this
Agreement shall prevail. This Agreement shall not be modified or amended except
by an instrument in, writing signed by or on behalf of each of the parties
hereto.
(e) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia.
(f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Any telecopy of a
party's signature shall constitute an original signature for purposes of this
Agreement.
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(g) PARAGRAPH HEADINGS. The paragraph headings in this Agreement are
for convenience of reference only and shall not be deemed to alter or affect any
provisions hereof. Reference to numbered sections, paragraphs and subparagraphs
and lettered exhibits refer to sections, paragraphs and subparagraphs of this
Agreement and exhibits annexed hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
THE SYSTEM WORKS, INC. WARBURG, XXXXXX INVESTORS, L.P.
By: Warburg, Xxxxxx & Co.,
its General Partner
By /s/ Xxxx X. Blend By /s/ Xxxxxx X. Xxxxx
---------------------------- ------------------------------
Xxxxxx X. Xxxxx, Partner
EXECUTIVE STOCKHOLDER:
/s/ Xxxx X. Blend, III
----------------------------------------
Xxxx X. Blend, III
WITHDRAWING STOCKHOLDER:
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
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EXHIBIT A
ARTICLES OF AMENDMENT
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