June 6, 2003
Gevity HR, Inc.
000 000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Voting Rights
Each of the undersigned is a party to the Preferred Stock Purchase
Agreement dated as of April 24, 2003, as amended by the First Amendment to
Purchase Agreement dated as of June 3, 2003 (as amended, the "Purchase
Agreement") by and among Gevity HR, Inc. (the "Company") and the undersigned
(collectively referred to herein as the "Purchasers" and individually as a
"Purchaser"), pursuant to which the Company has agreed to sell an aggregate of
30,000 shares of its Series A Convertible, Redeemable Preferred Stock, par value
$.01 per share (the "Preferred Stock"), and the Purchasers have agreed to
purchase the Preferred Stock under the terms set forth in the Purchase
Agreement. The Preferred Stock is convertible into shares of the Company's
common stock, par value $.01 per share (the "Common Stock"). The number of
shares of Common Stock issuable upon conversion is computed by multiplying the
number of shares of Preferred Stock to be converted by $1,000 and dividing the
results by the conversion price then in effect. The initial conversion price is
$5.44, subject to adjustment as provided in the Certificate of Designation of
Series A Convertible, Redeemable Preferred Stock (the "Certificate of
Designation").
Each of the Purchasers agrees that, in order for the Company to remain in
compliance with Rule 4351 of the National Association of Securities Dealers,
Inc., the voting rights of each share of Preferred Stock held by such Purchaser
shall be limited to one vote for each share of Common Stock issuable upon
conversion of the Preferred Stock as of the date of the initial issuance thereof
(subject to adjustment in the event of any stock splits, stock dividends, stock
purchase rights, recapitalizations and similar transactions). For avoidance of
doubt, each Purchaser acknowledges that such Purchaser shall not be entitled to
vote a portion of its voting rights with respect to its Preferred Stock to the
extent of those additional shares of Common Stock into which the Preferred Stock
is convertible as a result of the antidilution provisions of Section 5B of the
Certificate of Designation. Anything herein to the contrary notwithstanding, the
limitations on the voting rights set forth herein shall not be applicable to any
shares of Common Stock received by any holder of Preferred Stock upon conversion
of such Preferred Stock.
This agreement shall be binding upon the Purchasers and their
successors and assigns, including transferees of the Preferred Stock and each
Purchaser shall require any transferee of the Preferred Stock held by such
Purchaser to agree to be bound by this agreement.
FRONTENAC VIII LIMITED PARTNERSHIP
By: FRONTENAC VIII PARTNERS, L.P.
Its: General Partner
By: FRONTENAC COMPANY VIII, L.L.C.
Its: General Partner
By:
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Its:
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FRONTENAC MASTERS VIII LIMITED PARTNERSHIP
By: FRONTENAC VIII PARTNERS, L.P.
Its: General Partner
By: FRONTENAC COMPANY VIII, L.L.C.
Its: General Partner
By:
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Its:
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SUNTRUST EQUITY FUNDING, LLC d/b/a
SUNTRUST EQUITY PARTNERS
By:
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Its: Manager
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BVCF IV, L.P.
By: X.X. XXXX ASSOCIATES, LLC
Its: General Partner
By: XXXXXXX VENTURE MANAGEMENT, LLC
Its: Attorney-in-Fact
By: XXXXX STREET PARTNERS, LLC
Its: Administrative Member
By:
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Its:
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C&B CAPITAL, L.P.
By:
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Its:
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