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EXHIBIT 2.3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
July 15, 1997 (the "Agreement Date") by and among Security Dynamics
Technologies, Inc., a Delaware corporation (the "Buyer"), DynaSoft AB, a
corporation organized under the laws of Sweden (the "Company"), and the
stockholders of the Company listed on SCHEDULE I to this Agreement (the "Company
Stockholders"). The Buyer, the Company and the Company Stockholders are referred
to collectively herein as the "Parties."
The Company Stockholders collectively own the outstanding shares of the
capital stock of the Company (the "Company Shares") set forth on SCHEDULE I
hereto. The Buyer desires to purchase, and the Company Stockholders desire to
sell, the Company Shares for the consideration set forth below subject to the
terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the
representations, warranties and covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE I
PURCHASE AND SALE OF THE SHARES
1.1 PURCHASE OF THE COMPANY SHARES FROM THE COMPANY STOCKHOLDERS.
Upon and subject to the terms and conditions of this Agreement, at the closing
of the transactions contemplated by this Agreement (the "Closing"), the Company
Stockholders shall sell, transfer, convey, assign and deliver to the Buyer, and
the Buyer shall purchase, acquire and accept from each Company Stockholder, all
of the Company Shares owned by such Company Stockholder.
1.2 FURTHER ASSURANCES. At any time and from time to time after
the Closing, at the Buyer's request and without further consideration to any of
the Company Stockholders, the Company Stockholders shall promptly execute and
deliver such instruments of sale, transfer, conveyance, assignment and
confirmation, and take all such other action as the Buyer may reasonably
request, more effectively to transfer, convey and assign to the Buyer, and to
confirm the Buyer's title to, all of the Company Shares, to assist the Buyer in
exercising all rights with respect thereto and to carry out the purpose and
intent of this Agreement and the Other Stock Purchase Agreements (as defined
below).
1.3 THE CLOSING.
(a) The Closing shall take place at the offices of Xxxx and
Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 commencing at 10:00 a.m.,
local time, on the date hereof (the "Closing Date").
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(b) Unless otherwise agreed by the Buyer and the Stockholders'
Representative (as defined below), the Closing of the transactions contemplated
by this Agreement shall take place simultaneously with the closing of the
acquisition by the Buyer of additional shares of the issued and outstanding
capital stock of the Company which, when added to the Company Shares, represent
not less than 90% of the capital stock of the Company issued and outstanding
immediately prior to the Closing (including without limitation at least 90% of
the Company's Series A Stock and at least 90% of the Company's Series B Stock)
(all such issued and outstanding capital stock being hereinafter referred to as
the "Outstanding Company Shares"). Such acquisitions (collectively, the
"Acquisition") shall be effected by this Agreement and certain other Stock
Purchase Agreements (the "Other Stock Purchase Agreements") entered into on or
prior to the date hereof among the Buyer, the Company and the holders of such
Outstanding Company Shares (such holders of Outstanding Company Shares,
including the Company Stockholders, being hereinafter referred to as the
"Selling Stockholders").
1.4 ACTIONS AT THE CLOSING. At the Closing:
(a) the Board of Directors of the Company shall, in accordance
with The Company's Act (Sw: Aktiebolagslagen), cause the transfer of the Company
Shares to the Buyer contemplated by this Agreement to be entered into the share
register of the Company;
(b) the Buyer shall deliver to the Stockholders'
Representative, for distribution to the Company Stockholders, certificates
representing the Initial Shares (as defined below) in accordance with Section
1.5 below; and
(c) the Buyer, each of the Company Stockholders and the Escrow
Agent (as defined therein) shall execute and deliver an Escrow Agreement in
substantially the form attached hereto as EXHIBIT A (the "Escrow Agreement") and
the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares
(as defined below) being placed in escrow on the Closing Date pursuant to
Section 1.6 below.
1.5 PURCHASE PRICE. In exchange for each Company Share purchased
by the Buyer pursuant to this Agreement, each Company Stocholder shall receive
0.310576 shares of common stock, $.01 par value per share, of the Buyer ("Buyer
Common Stock"). The Company Stockholders shall be entitled to receive
immediately 90% of the shares of Buyer Common Stock issuable with respect to
their Company Shares pursuant to this Section 1.5 (the "Initial Shares"). The
remaining 10% of the shares of Buyer Common Stock issuable with respect to
Company Shares pursuant to this Section 1.5 (the "Escrow Shares") shall be
deposited in escrow pursuant to Section 1.6 and shall be held and disposed of in
accordance with the terms of the Escrow
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Agreement. The Initial Shares and the Escrow Shares shall together be referred
to herein as the "Buyer Shares."
1.6 ESCROW. On the Closing Date, the Buyer shall deliver to the
Escrow Agent a certificate (issued in the name of the Escrow Agent or its
nominee) representing the Escrow Shares, as described in Section 1.5, for the
purpose of securing the indemnification obligations of the Company Stockholders
set forth in this Agreement. The Escrow Shares shall be held by the Escrow Agent
under the Escrow Agreement pursuant to the terms thereof. The Escrow Shares
shall be held as a trust fund and shall not be subject to any lien, attachment,
trustee process or any other judicial process of any creditor of any party, and
shall be held and disbursed solely for the purposes and in accordance with the
terms of the Escrow Agreement.
1.7 FRACTIONAL SHARES. No certificates or scrip representing
fractional Initial Shares shall be issued to Company Stockholders in exchange
for the Company Shares, and such Company Stockholders shall not be entitled to
any voting rights, rights to receive any dividends or distributions or other
rights as a stockholder of the Buyer with respect to any fractional Initial
Shares that would otherwise be issued to such Company Stockholders. In lieu of
any fractional Initial Shares that would otherwise be issued, each Company
Stockholder that would have been entitled to receive a fractional Initial Share
shall be entitled to receive a cash payment equal to the average last sale price
per share of the Buyer Common Stock on the Nasdaq National Market, as reported
by Nasdaq, on the ten consecutive trading days immediately preceding the Closing
Date, multiplied by the fraction of a share that such Company Stockholder would
otherwise be entitled to receive.
1.8 STOCKHOLDERS' REPRESENTATIVE.
(a) In order to efficiently administer the Acquisition and the
transactions contemplated hereby, including (i) the waiver of any condition to
the obligations of the Company Stockholders to consummate the Acquisition and
transactions contemplated hereby and (ii) the defense and/or settlement of any
claims for which the Company Stockholders and/or the other Selling Stockholders
may be required to indemnify the Buyer and/or the Company pursuant to the Escrow
Agreement and Article IV below, the Company Stockholders hereby designate Xxxx
Xxxxx as their representative (the "Stockholders' Representative").
(b) The Company Stockholders hereby authorize the
Stockholders' Representative (i) to take all action necessary in connection with
the waiver of any condition to the obligations of the Company Stockholders to
consummate the Acquisition and the transactions contemplated hereby, or the
defense and/or settlement of any claims for which the Company Stockholders
and/or the other Selling Stockholders may be required to indemnify the Buyer
and/or the Company pursuant to Article IV below, (ii) to give and receive all
notices required to be given
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under this Agreement and the Escrow Agreement, and (iii) to take any and all
additional action as is contemplated to be taken by or on behalf of the Company
Stockholders and/or the other Selling Stockholders by the terms of this
Agreement or the Escrow Agreement.
(c) In the event that the Stockholders' Representative
dies, becomes unable to perform his responsibilities hereunder or resigns from
such position, the Selling Stockholders holding, prior to the Closing, a
majority of the Outstanding Company Shares as set forth on Attachment A to the
Escrow Agreement shall select another representative to fill such vacancy and
such substituted representative shall be deemed to be the Stockholders'
Representative for all purposes of this Agreement and the documents delivered
pursuant hereto.
(d) All decisions and actions by the Stockholders'
Representative, including without limitation any agreement between the
Stockholders' Representative and the Buyer relating to the defense or settlement
of any claims for which the Company Stockholders and/or the other Selling
Stockholders may be required to indemnify the Buyer and/or the Company pursuant
to Article IV below, shall be binding upon all of the Company Stockholders and
no Company Stockholder shall have the right to object, dissent, protest or
otherwise contest the same.
(e) By his execution of this Agreement, each Company
Stockholder agrees that:
(i) the Buyer shall be able to rely conclusively
on the instructions and decisions of the Stockholders' Representative as to the
settlement of any claims for indemnification by the Buyer and/or the Company
pursuant to Article IV below or any other actions required or permitted to be
taken by the Stockholders' Representative hereunder, and no party hereunder
shall have any cause of action against the Buyer to the extent the Buyer has
relied upon the instructions or decisions of the Stockholders' Representative;
(ii) all actions, decisions and instructions of
the Stockholders' Representative shall be conclusive and binding upon all of the
Company Stockholders and no Company Stockholder shall have any cause of action
against the Stockholders' Representative for any action taken, decision made or
instruction given by the Stockholders' Representative under this Agreement, any
of the Other Stock Purchase Agreements or the Escrow Agreement, except for fraud
or willful breach of this Agreement or any such Agreement by the Stockholders'
Representative;
(iii) the provisions of this Section 1.8 are
independent and severable, are irrevocable and coupled with an interest and
shall be enforceable notwithstanding any rights or remedies that any Company
Stockholder may have in
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connection with the Acquisition and the transactions contemplated by this
Agreement or any of the Other Stock Purchase Agreements;
(iv) remedies available at law for any breach of
the provisions of this Section 1.8 are inadequate; therefore, the Buyer and the
Company shall be entitled to temporary and permanent injunctive relief without
the necessity of proving damages if either the Buyer and/or the Company brings
an action to enforce the provisions of this Section 1.8; and
(v) the provisions of this Section 1.8 shall be
binding upon the executors, heirs, legal representatives, personal
representatives, successor trustees, and successors of each Company Stockholder,
and any references in this Agreement to a Company Stockholder or the Company
Stockholders shall mean and include the successors to the Company Stockholder's
rights hereunder, whether pursuant to testamentary disposition, the laws of
descent and distribution or otherwise.
(f) The Buyer shall reimburse the Stockholders'
Representative for his reasonable out-of-pocket expenses incurred in performing
his services in connection with the Acquisition, up to a maximum reimbursement
of $5,000. Any expenses in excess of such amount shall be paid by the Selling
Stockholders in proportion to their ownership of Outstanding Company Shares as
set forth in Attachment A to the Escrow Agreement. Notwithstanding the
foregoing, the Buyer shall also reimburse the Stockholders' Representative for
his reasonable out-of-pocket expenses incurred in successfully defending against
any claims for indemnification pursuant to this Agreement, the Other Stock
Purchase Agreements and/or the Escrow Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY STOCKHOLDERS
Each Company Stockholder severally represents and warrants to the Buyer
as follows:
2.1 OWNERSHIP OF STOCK; AUTHORITY.
(a) The Company Stockholder has good and marketable title,
free and clear of any and all Security Interests (as defined below), to all of
the Company Shares listed on SCHEDULE I as being owned by such Company
Stockholder. The Company Stockholder has the full right, power and authority to
transfer, convey and sell to the Buyer at the Closing the Company Shares to be
sold by such Company Stockholder and, upon consummation of the purchase
contemplated hereby, the Buyer will acquire from such Company Stockholder good
and marketable title to
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such Company Shares, free and clear of all covenants, conditions, restrictions,
voting trust arrangements, liens, charges, encumbrances, options and adverse
claims or rights whatsoever.
(b) The Company Stockholder has all requisite power and
authority to execute and deliver this Agreement and the Escrow Agreement and to
perform such Company Stockholder's obligations under such agreements. Such
agreements have each been (or in the case of the Escrow Agreement, shall be when
delivered) duly and validly executed and delivered by such Company Stockholder,
and each constitutes (or, in the case of the Escrow Agreement, shall constitute)
a valid and binding obligation of such Company Stockholder, enforceable against
such Company Stockholder in accordance with its terms.
(c) Neither the execution and delivery of either or both of
this Agreement and the Escrow Agreement by such Company Stockholder, nor the
consummation by such Company Stockholder of the transactions contemplated hereby
or thereby, will (i) conflict with, result in a breach of, constitute (with or
without due notice or lapse of time or both) a default under, or require any
notice, consent or waiver under, any instrument, contract, agreement or
arrangement to which such Company Stockholder is a party or by which such
Company Stockholder is bound, (ii) result in the imposition of any mortgage,
pledge, security interest, encumbrance, charge or other lien (whether arising by
contract or by operation of law) (a "Security Interest") upon the Company Shares
owned by such Company Stockholder, or (iii) violate any order, writ, injunction
or decree applicable to such Company Stockholder or to the Company Shares.
2.2 INVESTMENT REPRESENTATIONS. With respect to the Buyer Shares
issued to and acquired by the Company Stockholder hereunder:
(a) The Company Stockholder has had adequate opportunity to
obtain from representatives of the Buyer such information, in addition to the
representations set forth in the Agreement, as is necessary to evaluate the
merits and risks of the investment by such Company Stockholder in the Buyer;
provided, however, that the foregoing shall not limit or modify the
representations and warranties of Buyer set forth in Article III of this
Agreement or the right of any Company Stockholder to rely thereon.
(b) The Company Stockholder is not a "U.S. person" (as defined
in Regulation S ("Regulation S") promulgated under the United States Securities
Act of 1933 (as amended, the "Securities Act")) and has signed this Agreement
outside the United States.
(c) The Company Stockholder understands and acknowledges that
(i) the Buyer Shares have not been registered under the Securities Act and may
not be
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offered or sold in the United States or to, or for the account or benefit of,
any U.S. person unless such securities are registered under the Securities Act
or such offer or sale is made pursuant to an exemption from the registration
requirements of the Securities Act and (ii) the Buyer Shares are being
distributed by the Buyer pursuant to the terms of Regulation S, which permits
securities to be sold to non-U.S. persons in "offshore transactions" (as defined
in Regulation S), subject to certain terms and conditions.
(d) The Company Stockholder acknowledges that for a period of
40 days following the Closing Date (the "Restricted Period"), the Company
Stockholder shall not (i) engage in any activity for the purpose of, or which
may reasonably be expected to have the effect of, conditioning the market in the
United States for the Buyer Shares or (ii) unless such Buyer Shares are
registered under the Securities Act or an exemption from the registration
requirements of the Securities Act is available, offer, sell or transfer the
Buyer Shares in the United States or to, or for the account or benefit of, a
U.S. person. The Company Stockholder understands that the Buyer Shares or any
interest therein are only transferable on the books and records of the transfer
agent and registrar of the Buyer. The Company Stockholder further understands
that such transfer agent and registrar will not register any transfer of the
Buyer Shares which the Buyer in good faith believes violates the restrictions
set forth in this paragraph (d), and that the Buyer may place stop transfer
orders with its transfer agent with respect to certificates representing Buyer
Shares.
(e) Unless the Buyer Shares shall first have been registered
under the Securities Act, any proposed offer, sale or transfer during the
Restricted Period of any of the Buyer Shares shall be subject to the condition
that the Company Stockholder must deliver to the Buyer (i) a written
certification that neither record nor beneficial ownership of the Buyer Shares
has been offered or sold in the United States or to, or for the account or
benefit of, any U.S. person, (ii) a written certification of the proposed
transferee that such transferee (or any account for which such transferee is
acquiring such Buyer Shares) is not a U.S. person, that such transferee is
acquiring such Buyer Shares for such transferee's own account (or an account
over which he or she has investment discretion), and that such transferee is
knowledgeable of and agrees to be bound by the restrictions on re-sale set forth
in this section and Regulation S during the Restricted Period, and (iii) a
written opinion of United States counsel, in form and substance reasonably
satisfactory to the Buyer, to the effect that the offer, sale and transfer of
such Buyer Shares are exempt from registration under the Securities Act.
(f) Legends substantially in the following forms will be
placed on the certificate representing any Buyer Shares which may be issued to
such Company Stockholder:
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"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
may not be sold, transferred or otherwise disposed of in the
absence of an effective registration statement under such Act
or an opinion of counsel satisfactory to the corporation to
the effect that such registration is not required."
"The shares of Common Stock represented by this certificate
may not be offered, sold or transferred except in accordance
with the provisions of Regulation S under the Securities Act
of 1933, as amended."
The Buyer agrees to use all reasonable efforts to promptly respond to any
appropriate requests for the removal of the legends affixed to the certificates
representing the Buyer Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to each Company Stockholder as
follows:
3.1 ORGANIZATION. The Buyer is a corporation duly organized, validly
existing and in corporate and tax good standing under the laws of the State of
Delaware.
3.2 CAPITALIZATION. The authorized capital stock of the Buyer consists
of 80,000,000 shares of Buyer Common Stock, of which 35,055,430 shares were
issued and outstanding and 509 shares were held in the treasury of the Buyer as
of June 30, 1997. All of the issued and outstanding shares of Buyer Common Stock
are duly authorized, validly issued, fully paid, nonassessable and free of all
preemptive rights. All of the Buyer Shares will be, when issued in accordance
with this Agreement, duly authorized, validly issued, fully paid, nonassessable
and free of all preemptive rights.
3.3 AUTHORIZATION OF TRANSACTION. The Buyer has all requisite power and
authority to execute and deliver this Agreement, the Escrow Agreement and the
Other Stock Purchase Agreements and to perform its obligations under each such
agreement. The execution and delivery of such agreements by the Buyer and the
performance of such agreements and the consummation of the transactions
contemplated thereby by the Buyer have been (or, in the case of the Escrow
Agreement and the Other Stock Purchase Agreements, shall be when delivered) duly
and validly authorized by all necessary corporate action on the part of the
Buyer. Each of this Agreement, the Escrow Agreement and the Other Stock Purchase
Agreements has been (or, in the case of the Escrow Agreement and the Other Stock
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Purchase Agreements, shall be when delivered) duly and validly executed and
delivered by the Buyer and constitutes (or, in the case of the Escrow Agreement
and the Other Stock Purchase Agreements, shall constitute when delivered) a
valid and binding obligation of the Buyer, enforceable against the Buyer in
accordance with its terms.
3.4 NONCONTRAVENTION. Subject to compliance with the applicable
requirements of the Securities Act and any applicable state and foreign
securities laws, neither the execution and delivery by the Buyer of this
Agreement or the Escrow Agreement nor the consummation of the transactions
contemplated thereby will (a) conflict with or violate any provision of the
charter or By-laws of the Buyer, (b) require on the part of the Buyer any filing
with, or permit, authorization, consent or approval of, any governmental entity,
(c) conflict with, result in breach of, constitute (with or without due notice
or lapse of time or both) a default under, result in the acceleration of, create
in any party any right to accelerate, terminate, modify or cancel, or require
any notice, consent or waiver under, any contract, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement or mortgage for borrowed
money, instrument of indebtedness, Security Interest or other arrangement to
which the Buyer is a party or by which the Buyer is bound or to which any of its
assets are subject, or (d) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to the Buyer or any of its properties or assets.
3.5 REPORTS AND FINANCIAL STATEMENTS. The Buyer has previously
furnished to the Company complete and accurate copies, as amended or
supplemented, of the Buyer's (a) Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as filed by the Buyer with the United States Securities
and Exchange Commission (the "SEC"), and (b) all reports filed by the Buyer with
the SEC under Section 13 or 15 of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act") since December 31, 1996 (such materials, together
with any amendments or supplements thereto, are collectively referred to herein
as the "Buyer Reports"). As of their respective dates, the Buyer Reports did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
audited financial statements and unaudited interim financial statements of the
Buyer included in the Buyer Reports (i) comply as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto, (ii) have been prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis throughout the periods covered thereby (except as may be
indicated therein or in the notes thereto, and in the case of quarterly
financial statements, as permitted by Form 10-Q under the Exchange Act), (iii)
fairly present the consolidated financial condition, results of operations and
cash flows of the Buyer as of the respective dates thereof and for the periods
referred to therein, and (iv) are consistent with the books and records of the
Buyer.
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3.6 ABSENCE OF MATERIAL ADVERSE CHANGES. Since December 31, 1996, there
has not been any material adverse change in the assets, business, financial
condition or results of operations of the Buyer, nor has there occurred any
event or development which could reasonably be foreseen to result in such a
material adverse change in the future.
ARTICLE IV
INDEMNIFICATION
4.1 INDEMNIFICATION. Subject to the terms of Section 4.2 below,
the Company Stockholders shall indemnify the Buyer and the Company (together,
the "Indemnified Persons") in respect of, and hold the Indemnified Persons
harmless against, any and all claims, debts, obligations and other liabilities
(whether absolute, accrued, contingent, fixed or otherwise, known or unknown,
due or to become due or otherwise), monetary damages, fines, fees, penalties,
interest obligations, deficiencies, losses and expenses (including without
limitation amounts paid in settlement, interest, court costs, costs of
investigators, reasonable fees and expenses of attorneys, accountants, financial
advisors and other experts, and other expenses of litigation) incurred or
suffered by the Indemnified Persons or any Affiliate (as such term is defined in
the Principals' Stock Purchase Agreements referred to below) thereof
("Damages"):
(a) resulting from, relating to or constituting any
misrepresentation, breach of warranty or failure to perform any covenant or
agreement of the Company, the Company Stockholders or any of the other Selling
Stockholders contained in this Agreement or any of the Other Stock Purchase
Agreements; or
(b) resulting from or relating to any claim by a stockholder
or former stockholder of the Company, or any other person or Business Entity,
seeking to assert, or based upon: (A) ownership or rights to ownership of any
shares of stock of the Company; (B) any rights of a stockholder (other than the
right to receive the Buyer Shares pursuant to this Agreement or any of the Other
Stock Purchase Agreements), including any option, preemptive rights or rights to
notice or to vote; or (C) any rights under the Articles of Association of the
Company; or
(c) resulting from or relating to any untrue statement of a
material fact or omission of a material fact necessary in order to make any of
the statements included in the Information Package (as defined below) not
misleading (provided that the Company Stockholders shall have no responsibility
for, and shall have no indemnification obligation with respect to, the accuracy
or completeness of any of the Buyer Reports or any of the other written
materials provided by the Buyer to the Company and included in the Information
Package). For purposes of this Agreement, the term "Information Package" shall
mean the transaction summary
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regarding (i) the Acquisition, (ii) the terms of the Fundamental Agreements and
the Other Stock Purchase Agreements, (iii) the Company and (iv) the Buyer,
together with the materials provided to stockholders of the Company in
connection therewith, prepared and distributed by the Company to Selling
Stockholders.
Each Company Stockholder acknowledges that he or she has received copies of the
Other Stock Purchase Agreements and has reviewed such Agreements, including
without limitation the provisions of Articles II and V of the Principals' Stock
Purchase Agreements (setting forth representations, warranties and covenants of
the Company and other Selling Stockholders with respect to which the Company
Stockholders may be obligated to indemnify the Buyer and/or the Company pursuant
to the provisions of this Section 4.1).
4.2 METHOD OF ASSERTING CLAIMS. All claims for indemnification by
an Indemnified Person pursuant to this Article IV shall be made in accordance
with the provisions of Section 7.2 of the Other Stock Purchase Agreements with
the Selling Stockholders who are not Company Stockholders (the "Principals'
Stock Purchase Agreements") and in accordance with the provisions of, and shall
be subject to the terms, conditions and limitations set forth in, the Escrow
Agreement.
4.3 SURVIVAL.
(a) Unless otherwise specified in this Section 4.3 or
elsewhere in this Agreement, all provisions of this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby and shall
continue forever in full force and effect in accordance with their terms.
(b) The representations and warranties of the Company
Stockholders set forth in Article II above and the indemnification obligations
set forth in this Article IV:
(i) shall survive the Closing and the
consummation of the transactions contemplated hereby and continue until the
first anniversary of the Closing Date (except in the case of the indemnification
obligations with respect to the representations and warranties set forth in
clause (a) of Section 2.6 of the Principals' Stock Purchase Agreements, which
shall continue until the issuance of the Buyer's audited financial statements
for the year ending December 31, 1997); and
(ii) shall not be affected by any examination
made for or on behalf of the Buyer or the knowledge of any of the Buyer's
officers, directors, stockholders, employees or agents.
(c) The date on which any particular representation,
warranty or indemnification obligation of each of the Company Stockholders
terminates shall be
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referred to herein and in the Escrow Agreement as the "Termination Date." If a
notice of a claim is given in accordance with the notice provisions of this
Agreement or the Escrow Agreement before the Termination Date, then
(notwithstanding the occurrence of the Termination Date) the representation,
warranty or indemnification obligation applicable to such claim shall survive
until, but only for purposes of, the resolution of such claim.
4.4 LIMITATIONS. Notwithstanding anything to the contrary herein, (a)
the aggregate liability of the Company Stockholders for Damages under this
Article IV shall not exceed the fair market value of the Escrow Shares, as
determined in accordance with the Escrow Agreement, and shall be satisfied only
from the Escrow Shares, and (b) the Company Stockholders and the other Selling
Stockholders shall be liable under the indemnification provisions contained in
Section 4.1(a) of this Agreement and the indemnification provisions contained in
the Other Stock Purchase Agreements for only that portion of the aggregate
Damages which exceeds $250,000. No Company Stockholder shall have any right of
contribution against the Company with respect to any breach by the Company of
any of its representations, warranties, covenants or agreements. Except with
respect to claims based on fraud, the shares of Buyer Common Stock held pursuant
to the Escrow Agreement shall be the Buyer's sole and exclusive remedy for
Damages resulting from or relating to any breach of any representation,
warranty, covenant or indemnification obligation under this Agreement or the
Other Stock Purchase Agreements. The indemnification obligations of the Company
Stockholders pursuant to this Article IV shall be joint and several except as
otherwise provided in Section 5(c) of the Escrow Agreement.
ARTICLE V
GENERAL PROVISIONS
5.1 PRESS RELEASES AND ANNOUNCEMENTS. Neither the Company nor any
Company Stockholder shall issue any press release or announcement relating to
the subject matter of this Agreement without the prior written approval of the
other Parties.
5.2 NO THIRD PARTY BENEFICIARIES. This Agreement shall not confer any
rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns.
5.3 ENTIRE AGREEMENT. This Agreement, the Escrow Agreement and the
Other Stock Purchase Agreements and the exhibits and schedules attached thereto,
together with the Confidential Disclosure Agreement dated February 27, 1997, by
and between the Buyer and the Company, constitute the entire agreement among the
Parties and supersede any prior understandings, agreements or representations by
or
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among the Parties, written or oral, that may have related in any way to the
Acquisition.
5.4 SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of its
rights, interests or obligations hereunder without the prior written approval of
the other Parties, provided that the Buyer may assign its rights, interests
and/or obligations under this Agreement to an Affiliate of the Buyer by notice
to the Company and the Stockholders' Representative.
5.5 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.
5.6 HEADINGS. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
5.7 NOTICES. All notices, requests, demands, claims and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly delivered three
business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, or two business days after it is sent via a
reputable international overnight courier service, in each case to the intended
recipient as set forth below:
IF TO THE COMPANY: COPIES TO:
DynaSoft XX Xxxxxxxx & Xxxxx
Xxx 00000 Xxxxxxxxxxx 0X
Xxxxxxxxxx 00 Xxx 0000
X-000 00 Xxxxxxxxx X-000 00 Xxxxxxxxx
XXXXXX XXXXXX
Attn: Chairman of the Board Attn: Per-Xxxx Xxxxxxxxxx
Xxxx Xxxx Xxxx & Freidenrich
A Professional Corporation
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxx X. Xxxxxx, Esq.
-13-
14
Xxxx Xxxxx, Xxxxxxxx & Xxxxx
as Stockholders' Representative Strandvagen 7A
c/o DynaSoft AB Xxx 0000
Xxx 00000 X-000 00 Xxxxxxxxx
Xxxxxxxxxx 00 XXXXXX
X-000 00 Xxxxxxxxx Attn: Per-Xxxx Xxxxxxxxxx
SWEDEN
IF TO THE BUYER: COPY TO:
Security Dynamics Technologies, Inc. Xxxx and Xxxx LLP
00 Xxxxxx Xxxxx 00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000 Xxxxxx, XX 00000
Attn: President Attn: Xxx X. Xxxxxxxxx, Esq.
Any Party may give any notice, request, demand, claim or other communication
hereunder by personal delivery or telecopy, but no such notice, request, demand,
claim or other communication shall be deemed to have been duly given unless and
until it actually is received by the Party for whom it is intended. Any Party
may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.
5.8 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the
Commonwealth of Massachusetts of the United States.
5.9 AMENDMENTS. The Parties may mutually amend any provision of this
Agreement at any time by a written instrument signed by all of the Parties.
5.10 SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the Parties agree that the court making the determination of
invalidity or unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific words or phrases,
or to replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision,
-14-
15
and this Agreement shall be enforceable as so modified after the expiration of
the time within which the judgment may be appealed.
5.11 EXPENSES. Except as set forth in the Escrow Agreement, each of the
Parties shall bear its or their own costs and expenses (including fees and
expenses of their respective legal, accounting and financial advisors) incurred
in connection with this Agreement and the transactions contemplated hereby;
provided, however, that if the Acquisition is consummated, the Company and the
Subsidiaries shall not incur fees and expenses of legal, accounting and
financial advisors in connection with the Acquisition in excess of the amounts
set forth in Section 10.11 of the Disclosure Schedule to the Principals' Stock
Purchase Agreements, and any fees and expenses incurred by the Company and the
Subsidiaries in excess of such amounts shall be recovered by the Buyer pursuant
to the Escrow Agreement without regard to the provisions of the first sentence
of Section 6.4.
5.12 SPECIFIC PERFORMANCE. Each of the Parties acknowledges and agrees
that one or more of the other Parties would be damaged irreparably in the event
any of the provisions of this Agreement are not performed in accordance with
their specific terms or otherwise are breached. Accordingly, each of the Parties
agrees that the other Parties shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court having jurisdiction over the Parties and the matter, in
addition to any other remedy to which it may be entitled, at law or in equity.
5.13 CONSTRUCTION. The language used in this Agreement shall be deemed
to be the language chosen by the Parties hereto to express their mutual intent,
and no rule of strict construction shall be applied against any Party. Any
reference to any federal, state, local or foreign statute or law shall be deemed
also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise.
5.14 ARBITRATION. Any dispute, controversy or claim arising out of or
related to this Agreement, or the breach, termination or invalidity thereof,
shall be finally settled by arbitration in accordance with the UNCITRAL
Arbitration Rules. The arbitration shall be conducted in London, England, and
all proceedings shall be conducted in the English language. There shall be three
arbitrators, one of whom shall be appointed by the Buyer, one of whom shall be
appointed by the Stockholders' Representative and one of whom shall be appointed
by agreement of the first two arbitrators or, failing agreement, by the London
Court of International Arbitration. Disputes about arbitration procedure shall
be resolved by the arbitrators or, failing agreement, by the London Court of
International Arbitration. The arbitrators may proceed to an award
notwithstanding the failure of any party to participate in the proceedings.
Discovery shall be limited to mutual exchange of documents relevant to the
dispute, controversy or claim; depositions shall not be
-15-
16
permitted unless agreed to by the parties. The arbitrators shall be authorized
to grant interim relief, including to prevent the destruction of goods or
documents involved in the dispute, protect trade secrets and provide for
security for a prospective monetary award. The prevailing party shall be
entitled to an award of reasonable attorneys' fees incurred in connection with
the arbitration in such amount as may be determined by the arbitrators. The
award of the arbitrators shall be the sole and exclusive remedy of the parties
and shall be enforceable in any court of competent jurisdiction. Notwithstanding
the foregoing, the Parties shall be entitled to seek injunctive relief, security
or other equitable remedies from any court of competent jurisdiction in
furtherance of the arbitration proceedings.
5.15 CURRENCY. Unless otherwise expressly provided in this Agreement,
all references to monetary amounts included herein are expressed in U.S.
dollars.
5.16 WAIVER OF RIGHTS OF FIRST REFUSAL. Each Company Stockholder, by
his or her execution of this Agreement, expressly waives any and all rights of
first refusal and rights of first offer, including without limitation the rights
of first refusal set forth in the Company's Articles of Association and in the
Consortium Agreement dated September 15, 1995, as amended, among the holders of
the Company's Series A Stock, with respect to any offer to sell or sale of
Outstanding Company Shares by any person or entity in connection with the
Acquisition.
[Signatures begin on the following page.]
-16-
17
IN WITNESS WHEREOF, the Parties have executed this Stock Purchase
Agreement as of the date first above written.
SECURITY DYNAMICS TECHNOLOGIES,
INC.
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
-------------------------------
Title: Chief Operating Officer
----------------------------
DYNASOFT AB
By: /s/ Xxxx Xxxxx
-------------------------------
Title: Chairman of the Board
COMPANY STOCKHOLDERS:
[Counterpart signature pages for
each of the Company Stockholders
are attached.]
STOCKHOLDERS' REPRESENTATIVE:
The undersigned hereby enters into
this Agreement for the purpose of
acknowledging and agreeing to his
rights, responsibilities and
obligations hereunder.
/s/ Xxxx Xxxxx
-----------------------------------
Xxxx Xxxxx
-17-
18
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxx
----------------------------------
Xxxxxx Xxxxxx
19
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
20
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxxxxx Xxxxx
-----------------------------------
Xxxxxxxxx Xxxxx
21
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Mikko Tyolajarvi
-----------------------------------
Mikko Tyolajarvi
22
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx
23
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
24
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxx
-----------------------------------
Xxxxxx Xxxxxx
25
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxx
-----------------------------------
Xxxxxx Xxxxxx
26
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxx
27
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
28
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Vincemt Lenngren
-----------------------------------
Xxxxxxx Lenngren
29
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxxx Xxxxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxxxx
30
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxx Xxxxxxx
-----------------------------------
Xxx Xxxxxxx
31
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxx Xxxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxxx
32
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx
33
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
34
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
35
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx
36
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxx Xxxxxxxx
-----------------------------------
Xxx Xxxxxxxx
37
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
38
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxx Xxxx
-----------------------------------
Xxx Xxxx
39
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Tord Fransson
-----------------------------------
Tord Fransson
40
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxx Xxxxxx
----------------------------------
Xxxxx Xxxxxx
41
COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT BY AND AMONG
SECURITY DYNAMICS TECHNOLOGIES, INC., DYNASOFT AB AND THE STOCKHOLDERS OF
DYNASOFT AB NAMED ON SCHEDULE I THERETO, DATED JULY 15, 1997
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxx
----------------------------------
Xxxxxx Xxxxxxx
42
SCHEDULE I
----------
------------------------------------------------------------------------------
Company Company Number of
Stockholder Shares Buyer Shares
------------------------------------------------------------------------------
Series A Series B
------------------------------------------------------------------------------
Xxxxxxxx Xxxxxxx 126,768 84,512 65,618
------------------------------------------------------------------------------
Xxxxxx Xxxxxx 57,000 38,000 29,504
------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx 48,000 32,000 24,846
------------------------------------------------------------------------------
Xxxxxxxxx Xxxxx 38,700 25,800 20,032
------------------------------------------------------------------------------
Mikko Tyolajarvi 31,500 21,000 16,305
------------------------------------------------------------------------------
Xxxx Xxxxxxx 26,700 17,800 13,820
------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 24,720 16,480 12,795
------------------------------------------------------------------------------
Xxxxxx Xxxxxx 21,120 14,080 10,932
------------------------------------------------------------------------------
Xxxxxx Xxxxxx 18,300 12,200 9,472
------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx 18,000 12,000 9,317
------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 18,000 12,000 9,317
------------------------------------------------------------------------------
Xxxxxxx Lenngren 18,000 12,000 9,317
------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxx 16,800 11,200 8,696
------------------------------------------------------------------------------
Xxx Xxxxxxx 14,400 9,600 7,453
------------------------------------------------------------------------------
Xxxxx Xxxxxxxxx 13,200 8,800 6,832
------------------------------------------------------------------------------
Xxxxx Xxxxxxxx 12,000 8,000 6,211
------------------------------------------------------------------------------
Xxxxxx Xxxxxxxxx 9,600 6,400 4,969
------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 9,600 6,400 4,969
------------------------------------------------------------------------------
Xxxx X. Xxxxxx 9,150 6,100 4,736
------------------------------------------------------------------------------
Xxx Xxxxxxxx 8,700 5,800 4,503
------------------------------------------------------------------------------
Xxxxxx Xxxxxxxxx 7,320 4,880 3,789
------------------------------------------------------------------------------
Xxx Xxxx 3,600 2,400 1,863
------------------------------------------------------------------------------
Tord Fransson 2,400 1,600 1,242
------------------------------------------------------------------------------
Xxxxx Xxxxxx 1,200 800 621
------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 0 2,667 828
------------------------------------------------------------------------------