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EXHIBIT 10.54
FORM OF COMPANY AFFILIATE AGREEMENT
April 2, 1998
Corsair Communications, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxx Xxx Xxxxxx, CEO
Company Affiliate Agreement
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Reorganization,
dated as of April 2, 1998 (the "Reorganization Agreement"; capitalized terms
used and not otherwise defined herein are used herein as defined in the
Reorganization Agreement), among Corsair Communications, Inc, a corporation
organized under the laws of the State of Delaware ("Parent"), SCI Acquisition
Corporation, a corporation organized under the laws of the State of Delaware
("Merger Sub") and a direct wholly owned subsidiary of Parent, and Subscriber
Computing, Inc., a corporation organized under the laws of the State of Delaware
(the "Company").
Pursuant to the terms of the Reorganization Agreement, at the
Effective Time, outstanding shares of Company Capital Stock will be converted
into and become exchangeable for shares of Parent Common Stock on the basis set
forth in the Reorganization Agreement.
The undersigned has been advised that as of the date hereof he
may be deemed to be an "affiliate" of the Company, as such term is defined for
purposes of paragraphs (c) and (d) of rule 145 ("Rule 145") of the rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
The undersigned has been advised that as of the date hereof he
may be deemed to be an "affiliate" of Company, as such term is used in and for
purposes of Accounting Series Releases 130 and 135, as amended, and Staff
Accounting Bulletins 65 and 76, of the Commission.
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The undersigned understands that the representations, warranties
and covenants set forth herein will be relied upon by Parent, stockholders of
Parent, the Company and other stockholders of the Company and their respective
counsel and accounting firms.
The undersigned hereby represents and warrants to and agrees with
Parent that:
1. The undersigned has full power and authority to execute
and deliver this letter agreement and to make the representations and
warranties set forth herein and to perform his obligations hereunder;
2. The undersigned has carefully read this letter
agreement and the Reorganization Agreement and, to the extent the
undersigned felt necessary, discussed the requirements of such documents
and other applicable limitations upon his ability to sell, transfer,
pledge or otherwise dispose of Parent Common Stock with his counsel or
counsel for the Company;
3. The undersigned is the beneficial owner of (has sole or
shared voting or investment power with respect to) the shares of Company
Capital Stock and options or warrants to purchase Company Capital Stock
specified beneath his name on the signature page hereto (the "Company
Securities"). Except for the Company Securities, the undersigned does
not own beneficially any shares of Company Capital Stock or any other
equity securities of the Company or any options, warrants or other
rights to acquire any equity securities of the Company;
4. The undersigned will not make any sale, transfer,
pledge or other disposition of Parent Common Stock in violation of the
Securities Act or the Rules and Regulations;
5. The undersigned has been advised that the issuance of
Parent Common Stock to the undersigned in connection with the Merger has
been or will be registered with the Commission under the Securities Act
on a Registration Statement on Form S-4. However, the undersigned has
also been advised that, since at the time the Merger was or will be
submitted for a vote of the stockholders of the Company the undersigned
may be deemed to be or have been an affiliate of the Company, the
undersigned may not sell, transfer, pledge or otherwise dispose of
Parent Common Stock issued to him in the Merger unless (i) such sale,
transfer, pledge or other disposition has been registered under the
Securities Act, (ii) such sale, transfer, pledge or other disposition is
made in conformity with the volume and other limitations of Rule 145 or
(iii) in the opinion of counsel reasonably acceptable to Parent, such
sale, transfer, pledge or other disposition is otherwise exempt from
registration under the Securities Act;
6. Except as set forth in the Reorganization Agreement,
the undersigned understands that Parent is under no obligation to
register the sale,
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transfer, pledge or other disposition of Parent Common Stock by the
undersigned or on his behalf under the Securities Act or to take any
other action necessary in order to make compliance with an exemption
from such registration available;
7. The undersigned also understands that stop transfer
instructions will be given to Parent's transfer agents with respect to
Parent Common Stock issued to him and that there will be placed on the
certificates for Parent Common Stock issued to him, or any substitutions
therefor, a legend stating in substance:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED
IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES
EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, AND NO
REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE
BOOKS OF THE ISSUER, UNLESS SUCH TRANSFER, SALE, ASSIGNMENT,
PLEDGE, HYPOTHECATION OR OTHER DISPOSAL IS (A) IN ACCORDANCE WITH
THE PROVISIONS OF RULE 145, (B) IN CONNECTION WITH AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR (C) IS
OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT,
THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE
STATE SECURITIES LAWS."
8. The undersigned also understands that, unless the sale,
transfer, pledge or other disposition by him of Parent Common Stock
issued to him has been registered under the Securities Act or is a sale
made in conformity with the provisions of Rule 145, Parent reserves the
right to put the following legend on the certificates issued to any
transferee of the undersigned:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE
ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION
TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, APPLIES, AND WERE NOT ACQUIRED BY THE HOLDER WITH A
VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION
THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, AND NO
REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE
BOOKS OF THE
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ISSUER, UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES
AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE
SECURITIES LAWS";
9. Any other provisions of this letter agreement to the
contrary notwithstanding, during the 30-day period immediately preceding
the Effective Time, the undersigned has not engaged and will not engage,
and after the Effective Time until such time as results covering at
least 30 days of combined operations of the Company and Parent have been
published by Parent, in the form of a quarterly earnings report, an
effective registration statement filed with the Commission, a report to
the Commission on Form 10-K, 10-Q, or 8-K, or any other public filing or
announcement which includes such combined results of operations, the
undersigned will not engage (except to the extent allowed by SEC Staff
Accounting Bulletin 76), in any sale, exchange, transfer, pledge,
disposition of or grant of any option, the establishment of any "short"
or put-equivalent position with respect to or the entry into or any
similar transaction intended to reduce the risk of the undersigned's
ownership of or investment in, any of the following:
a. any Company Capital Stock or Parent Common Stock; or
b. any shares of Company Capital Stock or Parent Common
Stock or any other equity securities of Parent which the
undersigned purchases or otherwise acquires after the
execution of this letter agreement;
10. As promptly as practicable after the Effective Time,
Parent will publish results covering at least 30 days of combined
operations of the Company and Parent in the form of a quarterly earnings
report, an effective registration statement filed with the Commission, a
report to the Commission on Form 10-K, 10-Q, 8-K, or any other public
filing or announcement which includes such combined results of
operations; provided, however, that Parent will be under no obligation
to publish any such financial information other than with respect to a
fiscal quarter of Parent.
11. Except to the extent written notification to the
contrary is received by Parent from the undersigned prior to the Merger,
the representations contained herein will be true, complete and correct
at all times from the date hereof through the Closing Date; and
12. The undersigned currently intends to vote all Company
Capital Stock held by him in favor of the Merger.
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Execution of this letter should not be considered an admission on
the part of the undersigned that he is an affiliate of the Company as described
above, or as a waiver of any rights the undersigned may have to object to any
claim that he is such an affiliate on or after the date of this letter. This
Company Affiliate Agreement may be executed in one or more counterparts, each of
which when executed and delivered, shall be deemed to be an original but all of
which taken together shall constitute one and same agreement.
Very truly yours,
__________________________________________
[AFFILIATE]
By:_______________________________________
Name:________________________________
Title:_______________________________
Number of shares of Company Capital Stock beneficially owned:
Common Stock:_____________________________
Series A Convertible Preferred Stock:_____________________________
Series B Convertible Preferred Stock:_____________________________
Number of shares of Company Capital Stock subject to options, warrants or other
rights to acquire Company Capital Stock beneficially owned:
Common Stock:_____________________________
Series A Convertible Preferred Stock:_____________________________
Series B Convertible Preferred Stock:_____________________________
ACCEPTED AND AGREED as of April 2, 1998:
CORSAIR COMMUNICATIONS, INC.
By:_____________________________
Name: Xxxx Xxx Xxxxxx
Title: President and Chief Executive Officer
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