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Exhibit 10.22
CO-SALE AGREEMENT
Agreement made and entered into as of January 24, 1997, by and among Summit
Ventures IV, L.P., Summit Investors III, L.P. and Summit Subordinated Debt Fund,
L.P. (each of whom is sometimes referred to as a "Significant Shareholder" and
all of whom are referred to herein collectively as the "Significant
Shareholders") Triton Systems, Inc., a Mississippi corporation (the "Company")
and F.S.C. Corp. (together with its successors and assigns, the "Warrantholder;"
as initial Warrantholder, "F.S.C.".
The Company has issued a Warrant of even date herewith (the "Warrant") in
favor F.S.C. permitting F.S.C. to purchase the Company's Common Stock.
Capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Warrant.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the Significant Shareholders, the Company and the Warrantholder, the parties do
hereby agree as follows:
1. Each of the Significant Shareholders agrees that it will not sell or
otherwise transfer or dispose ("Transfer") for value any shares of Common Stock
or Convertible Securities of the Company to any third party other than to an
Affiliate without first giving written notice in reasonable detail to the
Warrantholder at least twenty (20) days prior to such sale or agreement to sell
and affording the Warrantholder the opportunity to participate pro-rata in such
sale or agreement to sell, as hereinafter provided. In the event that the
Significant Shareholders have agreed to sell their shares of Common Stock and/or
Convertible Securities (i) in a transaction in which all of the outstanding
capital stock of the Company is being sold, or (ii) in a Group Sale Transaction
(as hereinafter defined) the Warrantholder shall be entitled to and, if so
requested by the Significant Shareholders shall, participate in such transaction
on an equivalent basis to the Significant Shareholders. In such event the
Warrantholder shall sell the same proportion of their Warrant Shares owned or
issuable as that proportion of shares which are being sold or conveyed by the
Significant Shareholders bears to the total number of shares of Common Stock
owned by the Significant Shareholders. The Warrantholders shall be entitled to
receive payment at the same time as the Significant Shareholders receive their
payment.
As used herein, the defined term "Group Sale Transaction" shall refer to a
transfer (whether by sale, merger or otherwise) of in excess of 75% of the
outstanding shares of Common Stock (assuming the full conversion of all
Convertible Securities. In the event that less than all of the Company is sold
in connection with a sale by the Significant Shareholders of their Shares of
Common Stock in a transaction which is not a Group Sale Transaction, the
Warrantholder shall receive proceeds from such sale on a pro-rata basis with the
Significant Shareholders, plus cash in the amount of their pro-rata share of the
fair market value of all non-cash consideration received by the Significant
Shareholders. The pro-rata participation in such sale or agreement to sell which
each Warrantholder shall be entitled, shall be in the proportion that the
aggregate number of Warrant Shares held by such Warrantholder assuming the full
conversion of all
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Warrants bears to the aggregate number of shares of Common Stock into which any
Convertible Securities held by the Significant Shareholders and the holders of
all other equity holders participating in the sale transaction could then be
converted, assuming the full conversion of all Convertible Securities.
2. All notices and other communications under this Agreement (A) shall be
in writing which shall include communications by telex and telecopy, (B) be (i)
sent by registered or certified mail, return receipt and postage prepaid, or
(ii) delivered by hand, and (C) be given at the following respective addresses
and telex and telecopier numbers and to the attention of the following persons:
(i) if to the Warrantholder or to the Bank, at the address, telex and
telecopier numbers and to the attention of the person listed in the
Warrant; and
(ii) if to the Significant Shareholders at the addresses set forth in
Schedule 1 annexed hereto.
3. This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts, without regard to conflict of laws,
provisions thereof.
TRITON SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: XXXXXX X. XXXXXXXX
Title: PRESIDENT
[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURE PAGE TO CO-SALE AGREEMENT]
SUMMIT VENTURES IV, L.P.
By: Summit Partners III, L.P.,
General Partner
By: Stamps, Xxxxxxx & Co. III,
General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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General Partner
SUMMIT INVESTORS III, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Authorized Signatory
SUMMIT SUBORDINATED DEBT
FUND, L.P.
By: Summit Partners SD, L.P.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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General Partner
F.S.C. CORP.
By:
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Name:
Title:
