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EXHIBIT 99.1
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COMMON STOCK PURCHASE AND OPTION AGREEMENT
By and Among
MADISON DEARBORN CAPITAL PARTNERS II, L.P.,
FRONTENAC VII LIMITED PARTNERSHIP,
FRONTENAC MASTERS VII LIMITED PARTNERSHIP,
BATTERY VENTURES IV, L.P.,
BATTERY INVESTMENT PARTNERS IV, LLC,
ALLEGIANCE TELECOM, INC.
and
VULCAN VENTURES INCORPORATED
Dated: August 3, 1999
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COMMON STOCK PURCHASE AND OPTION AGREEMENT
THIS COMMON STOCK PURCHASE AND OPTION AGREEMENT (this
"AGREEMENT") is made and entered into as of August 3, 1999, among Vulcan
Ventures Incorporated, a Washington corporation ("BUYER"), and the parties
listed on Schedule I hereto (individually, a "SELLER" and collectively,
"SELLERS").
Sellers own shares of Common Stock, par value $.01 per share
(the "COMMON STOCK"), of Allegiance Telecom, Inc., a Delaware corporation
("ALLEGIANCE"), and Sellers desire to sell certain of such shares to Buyer, and
Buyer desires to purchase such shares from Sellers pursuant to the terms and
conditions of this Agreement. In addition, Sellers desire to grant to Buyer the
option to purchase additional shares of Common Stock. All share numbers and
dollar values set forth in this Agreement shall be appropriately adjusted after
the date hereof to take into account any stock dividends, stock splits and
other recapitalizations.
In consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the parties hereto agree as follows:
1. Purchase and Sale of Stock. At the Initial Closing (as
defined below) and upon the terms and conditions set forth in this Agreement,
each Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase
from each Seller, all of such Seller's right, title and interest in and to the
number of shares of Common Stock set forth opposite such Seller's name under
the caption "Initial Closing Shares" on Schedule I hereto (the "INITIAL CLOSING
Shares"). The purchase price for each Initial Closing Share shall be $50.00.
2. Initial Closing. Subject to the terms and conditions
contained in this Agreement, the purchase and sale of the Initial Closing
Shares hereunder (the "INITIAL CLOSING") shall take place at the offices of
Allegiance Telecom, Inc. at 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000
as soon as practicable after the satisfaction or waiver of the closing
conditions set forth below, or at such other place or on such other date as is
mutually agreeable to Buyer and Sellers. At the Initial Closing, each Seller
shall deliver to Buyer a stock certificate or certificates representing the
Initial Closing Shares to be sold by such Seller, registered in Buyer's name,
and Buyer shall deliver the aggregate purchase price for the Initial Closing
Shares purchased from each Seller (the aggregate of such funds, the "INITIAL
AGGREGATE PRICE") by wire transfer of immediately available funds to a bank
account designated in writing by such Seller. Each of Buyer and Allegiance
shall (a) promptly, and in any event no less than five business days after the
date hereof, make all required filings under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended (the "HSR Act") and (b) use its best
efforts to receive early termination of the HSR waiting period.
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3. Conditions to Obligations at the Initial Closing.
(a) The obligation of each Seller to sell, transfer and
assign the Initial Closing Shares to be sold to Buyer hereunder is subject to
the satisfaction of the following conditions as of the Initial Closing:
(i) the representations and warranties contained
in paragraph 8 hereof shall be true and correct at and as of the
Initial Closing as though then made, except to the extent of changes
caused by the transactions expressly contemplated herein;
(ii) Allegiance and Buyer shall have entered into
the Investors Agreement substantially in the form attached as Exhibit
A hereto;
(iii) Each other Seller, Buyer and certain Allegiance
management stockholders shall have entered into the Amended and
Restated Registration Agreement substantially in the form attached as
Exhibit B hereto; and
(iv) the waiting period under the HSR Act with
respect to the transactions contemplated by the Initial Closing, shall
have terminated or expired.
(b) The obligation of Buyer to purchase the Initial Closing
Shares from each Seller is subject to the satisfaction of the following
conditions as of the Initial Closing:
(i) the representations and warranties contained
in paragraph 7 shall be true and correct at and as of the Initial
Closing as though then made, except to the extent of changes caused by
the transactions expressly contemplated herein;
(ii) Allegiance shall have entered into the
Investors Agreement substantially in the form attached as Exhibit A
hereto;
(iii) Sellers and certain Allegiance management
stockholders shall have entered into the Amended and Restated
Registration Agreement substantially in the form attached as Exhibit B
hereto; and
(iv) the waiting period under the HSR Act with
respect to the transactions contemplated by the Initial Closing, shall
have terminated or expired.
4. Option.
(a) Each Seller hereby grants Buyer the option (the "OPTION")
to purchase the number of shares of Common Stock set forth opposite such
Seller's name under the caption "Option Shares" on Schedule I hereto (the
"OPTION SHARES" and together with the Initial Closing Shares, the "SHARES") at
a purchase price of $56.00 per share. In addition, Allegiance agrees to cause
certain management stockholders (other than its Chairman and Chief Executive
Officer or any of his transferees) to sell to Buyer a total of 852,999 shares
(the "MANAGEMENT SHARES") at a purchase
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price of $56.00 per share. When used with respect to the Option, the term
"Seller" shall be deemed to include holders of Management Shares. Allegiance
shall cause each such holder to execute a counterpart to this Agreement as a
Seller prior to the Option Closing (as defined in paragraph 5 below).
(b) If and when exercised, the Option shall be deemed
exercised with respect to all Sellers in an amount equal to the total number of
Option Shares listed with respect to such Seller on Schedule I hereto
multiplied by a fraction, the numerator of which is the number of shares as to
which the Option has been exercised and the denominator of which is 5,000,000.
(c) To exercise the Option, Buyer must provide written notice
to Allegiance and each of the Sellers on or before November 1, 1999 (the
"OPTION EXERCISE DATE" and the period from the date hereof through the Option
Exercise Date, the "OPTION PERIOD") and must exercise the Option for no less
than one million and no more than five million Option Shares. The Option may be
exercised only once and shall expire to the extent not properly exercised on or
before the Option Exercise Date. Upon exercise of the Option, Buyer and Sellers
shall (a) promptly, and in any event no less than two business days thereafter,
make all required filings under the HSR Act and (b) use its best efforts to
receive early termination of the HSR waiting period.
(d) At the Option Closing and upon the terms and conditions
set forth in this Agreement, each Seller shall sell, transfer and assign to
Buyer, and Buyer shall purchase from each Seller, all of such Seller's right,
title and interest in and to the number of Option Shares with respect to which
the Option has been exercised.
(e) As consideration for the Option, the parties agree that
promptly after the date hereof, Allegiance and Go2Net, Inc. ("GO2NET") shall
enter into good faith negotiations with a view towards establishing a mutually
acceptable strategic alliance. Such negotiations will include, among other
things, a discussion of (i) a customized business portal created by Go2Net for
Allegiance, which will include selected components of Go2Net's Web sites
targeted at Allegiance's end-users, (ii) hosting by Go2Net of the customized
portal, (iii) Go2Net providing the home page on a co-branded basis with
Allegiance and (iv) Go2Net providing the design, hosting and engineering
associated with customizable modules.
5. Option Closing. Subject to the terms and conditions
contained in this Agreement, the purchase and sale of the Option Shares
hereunder (the "OPTION CLOSING") shall take place at the offices of Allegiance
Telecom, Inc. at 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 as soon as
practicable after the exercise of the Option and the satisfaction or waiver of
the closing conditions set forth below, or at such other place or on such other
date as is mutually agreeable to Buyer and Sellers. At the Option Closing, each
Seller shall deliver to Buyer a stock certificate or certificates representing
the Option Shares to be sold by such Seller, registered in Buyer's name, and
Buyer shall deliver the aggregate purchase price for the Option Shares
purchased from each Seller by wire transfer of immediately available funds to a
bank account designated in writing by such Seller.
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6. Conditions to Obligations at the Option Closing.
(a) The obligation of each Seller to sell, transfer and
assign the Option Shares to be sold to Buyer hereunder is subject to the
satisfaction of the following conditions as of the Option Closing:
(i) the representations and warranties contained
in paragraph 8 hereof shall be true and correct at and as of the
Option Closing as though then made, except to the extent of changes
caused by the transactions expressly contemplated herein;
(ii) The Investors Agreement substantially in the
form attached as Exhibit A hereto shall be in full force and effect;
(iii) The Amended and Restated Registration Agreement
substantially in the form attached as Exhibit B hereto shall be in
full force and effect; and
(iv) the waiting period under the HSR Act with
respect to the transactions contemplated by the Option Closing shall
have terminated or expired.
(b) The obligation of Buyer to purchase the Option Shares
from each Seller is subject to the satisfaction of the following conditions as
of the Option Closing:
(i) the representations and warranties contained
in paragraph 7 shall be true and correct at and as of the Option
Closing as though then made, except to the extent of changes caused by
the transactions expressly contemplated herein;
(ii) The Investors Agreement substantially in the
form attached as Exhibit A hereto shall be in full force and effect;
(iii) The Amended and Restated Registration Agreement
substantially in the form attached as Exhibit B hereto shall be in
full force and effect; and
(iv) the waiting period under the HSR Act with
respect to the transactions contemplated by the Option Closing shall
have terminated or expired.
7. Representations and Warranties of Each Seller. Each Seller
hereby represents and warrants to Buyer as follows:
(a) Organization; Authorization. Seller is duly organized,
validly existing, and in good standing under the laws of the jurisdiction of
its formation. Seller has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution and
performance of this Agreement have been duly authorized by all necessary action
on the part of Seller, and this Agreement when executed and delivered shall
constitute a valid and legally binding obligation of Seller, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, similar laws of debtor relief and general principles of equity.
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(b) Ownership. All of the Shares set forth opposite such
Seller's name on Schedule I hereto are owned of record and beneficially by such
Seller, and such Seller has good and marketable title to such Shares. At the
Initial Closing and the Option Closing, if applicable, such Seller will
transfer to Buyer good and marketable title to such Shares, free and clear of
all security interests, claims, liens, pledges, options, encumbrances, charges,
agreements, voting trusts, proxies and other arrangements or restrictions
whatsoever. All of such Shares are validly issued, fully paid and
nonassessable.
(c) Conflicts. The execution, delivery and performance of
this Agreement by such Seller does not conflict with, violate or result in the
breach of, or create any lien or encumbrance on its Shares pursuant to, any
agreement, instrument, order, judgment, decree, law or governmental regulation
to which such Seller is a party or is subject or by which its Shares are bound.
(d) Brokers' Fees. Seller has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which Buyer or any other party
could become liable or otherwise obligated.
8. Representations and Warranties of Buyer. Buyer represents
and warrants to each Seller as follows:
(a) Organization; Authorization. Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation. Buyer has full power and authority
(including full corporate power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. The execution and
performance of this Agreement have been duly authorized by all necessary action
on the part of Buyer, and this Agreement when executed and delivered shall
constitute a valid and legally binding obligation of Buyer, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, similar laws of debtor relief and general principles of equity.
(b) Investment Representations. Buyer is purchasing the
Shares for investment purposes and is not purchasing the Shares with a view to
the public sale or distribution of any part thereof, and Buyer has no present
intention of selling, granting participation in, or otherwise distributing the
Shares in violation of any federal or state securities laws. Buyer has been
given access to all information regarding Allegiance that it has requested from
Sellers. Buyer is capable of evaluating and has evaluated the merits and risks
of its purchase of the Shares and is able to bear the economic risk of its
investment in the Shares. Buyer recognizes that it must bear the economic risk
of the investment represented by its purchase of the Shares for an indefinite
period. Buyer understands that the Shares have not been registered under the
Securities Act of 1933, as amended, on the basis that the sale provided for in
this Agreement is exempt pursuant to Section 4(1) of that Act and that the
reliance of Sellers on such exemptions is predicated upon Buyer's
representations set forth herein.
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(c) Conflicts. The execution, delivery and performance of
this Agreement by Buyer does not conflict with, violate or result in the breach
of, or create any lien or encumbrance on the assets of Buyer pursuant to, any
agreement, instrument, order, judgment, decree, law or governmental regulation
to which Buyer is a party or is subject.
(d) Brokers' Fees. Buyer has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which any Seller or any other
party could become liable or otherwise obligated.
(e) No Trading. Neither Buyer nor any of it affiliates has
directly or indirectly traded in the Common Stock or any derivative thereof
during the fifteen days prior to the date of this Agreement.
9. No Transfer of Existing Rights and Obligations. Sellers
are parties to various agreements that under certain circumstances give the
Common Stock transferees of Sellers certain rights and subjects such
transferees to certain obligations. Notwithstanding any such agreements, Buyer
shall not, by virtue of its acquisition of Common Stock hereunder, acquire any
such contractual rights or become subject to any such contractual obligations,
it being the intent of the parties that Buyer shall acquire rights and
obligations that are applicable to holders of Common Stock generally (such as
pursuant to the Allegiance Amended and Restated Certificate of Incorporation
and Amended and Restated By-Laws or pursuant to applicable law) or that are
specifically granted to Buyer under this Agreement or the agreements being
entered into in connection herewith or entered into after the date hereof.
10. Share Transfers During Option Period. During the Option
Period, neither Buyer, Sellers (not including any holders of Management
Shares), nor any of their respective affiliates shall directly or indirectly
purchase, sell or otherwise transfer any shares of Common Stock or any options,
rights or derivative securities relating to Common Stock other than pursuant to
this Agreement. General partners or managing members (or Persons holding
similar positions) of any Seller who are not otherwise affiliates of
Allegiance, limited partners and non-managing members of any Sellers shall not
be considered to be affiliates of a Seller. Notwithstanding the foregoing, each
Seller shall have the right during the Option Period to distribute to such
Seller's partners or members shares of Common Stock so long as such Seller
retains at least a number of shares of Common Stock equal to such Seller's
Option Shares. In connection with any such distribution, the Seller making the
distribution shall retain a single investment banker to assist in such
distribution and in the sale of any shares distributed pursuant thereto. Such
Seller shall use its reasonable best efforts to have such investment banking
firm facilitate sales by investors who receive such shares of Common Stock upon
such distribution, to Buyer in the event any such investors desire to sell and
Buyer desires to purchase such shares. The purchase price in any such
transaction shall be determined by Buyer and the seller of any such shares. The
sale of shares to Buyer in this manner shall not reduce the number of Option
Shares hereunder.
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11. Termination. This Agreement may be terminated at any time
prior to the Initial Closing:
(a) by mutual agreement of Buyer and Sellers; and
(b) by any party hereto if the Initial Closing has not
occurred by September 30, 1999, unless extended by mutual agreement or unless
failure to consummate the Initial Closing is attributable to a failure on the
party seeking to terminate this Agreement to perform any material obligation
required to be performed by such party at or prior to the Initial Closing.
12. Amendments and Waivers. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and signed by
each party hereto. No waiver by any party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.
13. Complete Agreement. This Agreement including the Exhibits
attached hereto embody the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way.
14. Expenses. Buyer, each of the Sellers and Allegiance shall
each bear its own costs and expenses (including, without limitation, legal fees
and expenses and applicable Xxxx-Xxxxx-Xxxxxx filing fees) incurred in
connection with, or arising out of, this Agreement and the transactions
contemplated hereby.
15. Counterparts. This Agreement may be executed in two or
more counterparts (including by means of telecopied signature pages), each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
16. Further Assurances. After the Closing, as and when
requested by Buyer, Sellers shall, without further consideration, execute and
deliver all such instruments of conveyance and transfer and shall take such
further actions as Buyer may deem reasonably necessary or desirable in order to
transfer the Shares to Buyer and to carry out fully the provisions and purposes
of this Agreement.
17. No Transfer of Rights; Successors and Assigns. Buyer may
not assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of each of the
Sellers. This Agreement is intended to bind and inure to the benefit of and be
enforceable by the parties hereto and their respective successors and permitted
assigns.
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18. GOVERNING LAW. THE CORPORATE LAW OF THE STATE OF DELAWARE
SHALL GOVERN ALL ISSUES AND QUESTIONS CONCERNING THE RELATIVE RIGHTS OF
ALLEGIANCE AND ITS STOCKHOLDERS. ALL OTHER ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND
THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO
ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE
OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
19. 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.
20. Notice. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when (a) delivered
personally to the recipient, (b) telecopied to the recipient (with hard copy
sent to the recipient by reputable overnight courier service (charges prepaid)
that same day), if telecopied before 5:00 p.m. Chicago, Illinois time on a
business day, and otherwise on the next business day, or (c) one business day
after being sent to the recipient by reputable overnight courier service
(charges prepaid). Such notices, demands and other communications shall be sent
to the parties hereto at the address set forth below, or at such address or to
the attention of such other person as the recipient party has specified by
prior written notice to the sending party.
If to Allegiance
0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Chairman and CEO
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxx X. Xxxxxxxxxx
Senior Vice President and General Counsel
0 Xxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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If to Sellers:
Madison Dearborn Capital Partners II, L.P.
Three First Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Xx.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Frontenac Company
000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx III
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Battery Venture Partners
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxx X. Xxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
(000) 000-0000
Telecopy: (000) 000-0000
If to Buyer:
Vulcan Ventures Incorporated
000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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with a copy (which shall not constitute notice) to:
Xxxxxxxxxxx X. Xxxxxx
Xxxxxx Godward LLP
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
21. Press Release and Announcements. All press releases and
other public announcements relating to the transactions contemplated hereby
(including with respect to any termination of this Agreement) shall be prepared
jointly by Allegiance, Buyer and Sellers and shall be made at such time and in
such manner and forum as shall be mutually agreed to by the parties.
Notwithstanding anything herein to the contrary, at any time after the date
hereof, Allegiance may file with the Securities and Exchange Commission a
Current Report on Form 8-K with respect to this Agreement and may file a copy
of this Agreement and any related agreement as an exhibit to such report.
22. Delivery by Facsimile. This Agreement, the agreements
referred to herein, and each other agreement or instrument entered into in
connection herewith or therewith or contemplated hereby or thereby, and any
amendments hereto or thereto, to the extent signed and delivered by means of a
facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person.
At the request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall reexecute original forms thereof and
deliver them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine as a defense to the
formation or enforceability of a contract and each such party forever waives
any such defense.
23. Allocation of Initial Aggregate Price. The parties hereto
agree that all of the Initial Aggregate Price shall be allocated to the Initial
Closing Shares and that no part of the Initial Aggregate Price shall be
allocated to the Option. Each of the parties hereto agrees that it will
allocate the Initial Aggregate Price for tax and/or accounting purposes
consistent with the terms hereof.
* * * *
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IN WITNESS WHEREOF, the parties have duly executed this
Common Stock Purchase and Option Agreement on the day and year first above
written.
ALLEGIANCE:
Allegiance Telecom, Inc.
By /s/ XXXXX X. XXXXXXX
-------------------------------------
Name Xxxxx X. Xxxxxxx
-----------------------------------
Its Chairman and CEO
------------------------------------
BUYER:
Vulcan Ventures Incorporated
By /s/ XXXXXXX X. XXXXX
-------------------------------------
Name Xxxxxxx X. Xxxxx
-----------------------------------
Its Vice President
------------------------------------
SELLERS:
MADISON DEARBORN CAPITAL PARTNERS II, L.P.
By: Madison Dearborn Partners II, L.P., its general
partner
By: Madison Dearborn Partners, Inc., its general
partner
By /s/ XXXX X. XXXXXX
-------------------------------------
Name Xxxx X. Xxxxxx
-----------------------------------
Its CFO
------------------------------------
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FRONTENAC VII LIMITED PARTNERSHIP
By: Frontenac Company VII, LLC, its general partner
By /s/ XXXXX X. XXXXXXXX III
-------------------------------------
Name Xxxxx X. Xxxxxxxx III
-----------------------------------
Its Member
------------------------------------
FRONTENAC MASTERS VII LIMITED PARTNERSHIP
By: Frontenac Company VII, LLC, its general partner
By /s/ XXXXX X. XXXXXXXX III
-------------------------------------
Name Xxxxx X. Xxxxxxxx III
-----------------------------------
Its Member
------------------------------------
BATTERY VENTURES IV, L.P.
By: Battery Partners IV, L.P., its general partner
By /s/ XXXXXXX XXXXXXX
-------------------------------------
Name Xxxxxxx Xxxxxxx
-----------------------------------
Its Member Manager
------------------------------------
BATTERY INVESTMENT PARTNERS IV, LLC
By /s/ XXXXXXX XXXXXXX
-------------------------------------
Name Xxxxxxx Xxxxxxx
-----------------------------------
Its Member Manager
------------------------------------
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SCHEDULE I
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SELLERS SHARES OWNED INITIAL OPTION SHARES
AUGUST 3, 1999 CLOSING
SHARES
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Madison Dearborn Capital Partners II, L.P. 8,302,247 899,372 2,486,464
---------- --------- ---------
Frontenac VII Limited Partnership 3,250,475 352,120 973,494
---------- --------- ---------
Frontenac Masters VII Limited Partnership 162,524 17,606 48,675
---------- --------- ---------
Battery Ventures IV, L.P. 2,099,527 227,439 628,793
---------- --------- ---------
Battery Investment Partners IV, LLC 31,972 3,463 9,575
---------- --------- ---------
Management, with respect to the Option Closing only 852,999
---------- --------- ---------
Total 13,846,745 1,500,000 5,000,000
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