Exhibits
EXHIBIT 4.7
EXECUTION COPY
ASSET PURCHASE AGREEMENT
between
beTRUSTed US INC. and beTRUSTed (UK) LIMITED
and
BALTIMORE TECHNOLOGIES INC.
Dated as of July 21, 2003
Exhibits
EXECUTION COPY
TABLE OF CONTENTS
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1. | | Definitions. | | 1 |
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2. | | Purchase and Sale of Assets; Assumption of Liabilities. | | 4 |
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| | | (a) | | Purchase and Sale of Assets | | 4 |
| | | (b) | | Excluded Assets | | 4 |
| | | (c) | | Assumption of Liabilities | | 5 |
| | | (d) | | Excluded Liabilities | | 5 |
| | | (e) | | Purchase Price | | 6 |
| | | (f) | | The Closing | | 7 |
| | | (g) | | Deliveries at the Closing | | 7 |
| | | (h) | | Closing Costs, Transfer Taxes and Fees | | 7 |
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3. | | Representations and Warranties of the Seller | | 8 |
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| | | (a) | | Organization of the Seller | | 8 |
| | | (b) | | Authorization of Transaction | | 8 |
| | | (c) | | Noncontravention | | 8 |
| | | (d) | | Brokers’ Fees | | 8 |
| | | (e) | | Title to Tangible Assets | | 8 |
| | | (f) | | Legal Compliance | | 9 |
| | | (g) | | Tax Matters. | | 9 |
| | | (h) | | Certain Financial Information | | 9 |
| | | (i) | | Customer Contracts | | 10 |
| | | (j) | | Intentionally Omitted | | 10 |
| | | (k) | | Litigation | | 10 |
| | | (l) | | Disclaimer of other Representations and Warranties | | 10 |
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4. | | Representations and Warranties of the Buyer | | 10 |
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| | | (a) | | Organization of the Buyer | | 10 |
| | | (b) | | Authorization of Transaction | | 10 |
| | | (c) | | Noncontravention | | 10 |
| | | (d) | | Brokers’ Fees | | 11 |
| | | (e) | | Investigation | | 11 |
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5. | | Pre-Closing Covenants | | 11 |
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| | | (a) | | General | | 11 |
| | | (b) | | Notices and Consents | | 11 |
| | | (c) | | Operation of Business | | 12 |
| | | (d) | | Full Access | | 12 |
| | | (e) | | Notice of Developments | | 12 |
| | | (f) | | Retention of Employees | | 12 |
Exhibits
EXECUTION COPY
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6. | | Conditions to Obligation to Close. | | 12 |
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| | | (a) | | Conditions to Obligation of the Buyer | | 12 |
| | | (b) | | Conditions to Obligation of the Seller | | 13 |
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7. | | Termination. | | 14 |
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| | | (a) | | Termination of Agreement | | 14 |
| | | (b) | | Effect of Termination | | 15 |
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8. | | Miscellaneous. | | 15 |
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| | | (a) | | Survival of Representations, Warranties and Agreements; No Other Representations and Warranties | | 15 |
| | | (b) | | Confidentiality | | 15 |
| | | (c) | | Press Releases and Public Announcements | | 16 |
| | | (d) | | No Third-Party Beneficiaries | | 16 |
| | | (e) | | Entire Agreement | | 16 |
| | | (f) | | Succession and Assignment | | 16 |
| | | (g) | | Counterparts | | 17 |
| | | (h) | | Nonforeign Affidavit | | 17 |
| | | (i) | | Notices | | 17 |
| | | (j) | | Governing Law; Waiver of Jury Trial | | 18 |
| | | (k) | | Limitation on Liability | | 18 |
| | | (l) | | Amendments and Waivers | | 19 |
| | | (m) | | Severability | | 19 |
| | | (n) | | Expenses | | 19 |
| | | (o) | | Construction | | 19 |
| | | (p) | | Incorporation of Exhibits and Schedules | | 19 |
| | | (q) | | Bulk Transfer Laws | | 20 |
Exhibits
Execution Copy
ASSET PURCHASE AGREEMENT
Agreement entered into as of July 21, 2003, by and between beTRUSTed US INC., a Delaware corporation (“beTrusted US”), and beTRUSTed (UK) LIMITED, a United Kingdom corporation (“beTrusted UK” and together with beTrusted US, the “Buyer”), and BALTIMORE TECHNOLOGIES INC., a Massachusetts corporation (the “Seller”). The Buyer and the Seller are referred to collectively herein as the “Parties.”
WHEREAS, the Buyer desires to purchase the Acquired Assets (as defined below) and to assume the Assumed Liabilities (as defined below) from the Seller, and the Seller desires to sell the Acquired Assets and transfer the Assumed Liabilities to the Buyer, upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:
“Acquired Assets” has the meaning set forth in Section 2(a).
“Acquired Business” means hosting business (and related support) of the Seller as conducted on the date hereof.
“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.
“Assumed Liabilities” has the meaning set forth in Section 2(c).
“Books and Records” means (i) all records and lists of the Seller, including lists of customers, suppliers or personnel, (ii) all product, business and marketing plans of the Seller, and (iii) all books, ledgers, files, reports, plans, drawings and operating records of every kind maintained by the Seller, in each case relating directly to the Acquired Business, but excluding the Seller’s minute books, stock books or other corporate records.
“Business Employees” has the meaning set forth in Section 5(f).
“Cash” means cash and cash equivalents (including marketable securities and short term investments) calculated in accordance with GAAP.
“Closing” has the meaning set forth in Section 2(f).
“Closing Date” has the meaning set forth in Section 2(f).
“Code” means the Internal Revenue Code of 1986, as amended.
“Confidential Information” means any information concerning the businesses and affairs of the Acquired Business, the Acquired Assets, the Assumed Liabilities, the Seller and its Subsidiaries that is not already generally available to the public (including, the terms or existence of this Agreement).
Exhibits
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“Contract” means all contracts, leases, licenses, commitments, understandings and agreements, whether oral or written or express or implied, relating directly to the Acquired Business to which the Seller is a party or is bound.
“Customer Contracts” means the written Contracts between the Seller and its customers which relate to the Acquired Business and are being assigned to and assumed by the Buyer and are identified on Schedule 3(i) of the Seller Disclosure Schedule.
“Excluded Assets” has the meaning set forth in Section 2(b).
“Excluded Liabilities” has the meaning set forth in Section 2(d).
“GAAP” means United States generally accepted accounting principles as in effect from time to time.
“Included Equipment” means all of the machinery, equipment and other tangible personal property owned, leased or licensed by the Seller which is used or held for use in the operation of the Acquired Business and is to be acquired by or assigned to the Buyer and which is identified on Schedule 1 of the Seller Disclosure Schedule.
“Included Licenses and Maintenance Agreements” means all of the licenses and maintenance agreements used or held for use by the Seller in the operation of the Acquired Business which are to be assigned to Buyer and which are identified on Schedule 3(j) of the Seller Disclosure Schedule.
“Income Tax” means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.
“Income Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto.
“Knowledge” means the actual knowledge of an officer of the applicable Person without independent investigation.
“License Agreement” has the meaning set forth in Section 6(a)(vii)
“Material Adverse Effect” means a material adverse effect on the financial condition of the Acquired Business taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement.
“Permits” means all licenses, permits, approvals, authorizations or consents of any governmental authority, whether foreign, federal, state or local, relating directly to the Acquired Business as currently conducted.
Exhibits
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“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).
“Proprietary Rights” means (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (ii) all trademarks, service marks, trade dress, trade rights, logos, trade names and corporate names, together with all translations, adaptions, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, (iv) all mask works and all applications, registrations and renewals in connection therewith, (v) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (vi) all computer software (including data and related documentation), (vii) all other proprietary rights, (viii) all copies and tangible embodiments thereof (in whatever form or medium) and (ix) all rights to use any copyrights, trademarks or service marks, trade names, trade rights, patents or other proprietary rights, in each case relating directly to the operation of the Acquired Business.
“Purchase Price” has the meaning set forth in Section 2(e)(i).
“Purchase Price Allocation Schedule” has the meaning set forth in Section 2(e)(ii).
“Security Interest” means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the ordinary course of business and not incurred in connection with the borrowing of money.
“Subsidiary” means any corporation with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors or individuals performing similar functions.
“Taxes” means any federal, state, local, foreign or other taxes, levies, imposts, fees, assessments or other governmental charges, including, without limitation, income (net or gross), gross receipts, profits, alternative or add-on minimum, franchise, license, capital, capital stock, intangible, services, premium, mining, transfer, sales, use, ad valorem, payroll, wage, severance, employment, occupation, property (real or personal), windfall profits, import, excise, custom, stamp, withholding taxes, and similar governmental charges of any kind whatsoever, including interest, penalties, additions to tax or additional amounts with respect to such items, whether disputed or not.
Exhibits
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“Transition Services Agreement” has the meaning set forth in Section 6(a)(vii)
| 2. | | Purchase and Sale of Assets; Assumption of Liabilities. |
| | (a) | | Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, and to the extent transfer is permitted by law, at the Closing, the Seller will sell, convey, transfer, assign and deliver to the Buyer, and the Buyer will purchase from the Seller, the assets specifically identified below that are used or held for use in the operation of the Acquired Business (collectively, the “Acquired Assets”), including all of the Seller’s right, title and interest in the following: |
| | (iii) | | Included Licenses and Maintenance Agreements; |
| | (vii) | | accounts and notes receivable (whether current or noncurrent), refunds, deposits, prepayments or prepaid expenses to the extent they relate to the operation of the Acquired Business following the Closing Date; |
| | (viii) | | rights under or pursuant to all warranties, representations and guarantees made by contractors or suppliers in connection with the Acquired Assets or services furnished to the Seller relating to the Acquired Business, to the extent such warranties, representations and guarantees are assignable; and |
| | (ix) | | claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind relating to the Acquired Assets or the Assumed Liabilities, against any Person. |
Notwithstanding anything to the contrary contained in this Agreement, the Seller may retain copies of any Contracts, Books and Records or any other document or materials to the extent that the Seller and/or any Affiliates of the Seller (i) are required to retain them by law, (ii) may need such copies for Tax purposes, or in connection with claims related to Excluded Liabilities or Excluded Assets, or (iii) may need such copies to carry out the terms or purposes of this Agreement.
| | (b) | | Excluded Assets. Notwithstanding any provision in this Agreement, the Buyer is purchasing only the Acquired Assets and the Buyer expressly understands and agrees that all other assets and properties of the Seller shall be excluded from the Acquired Assets (such excluded assets, the “Excluded Assets”), and, notwithstanding anything to the contrary in this Agreement, none of the following shall be Acquired Assets for the purposes of this Agreement: |
| | (i) | | Cash and cash equivalents of the Seller; |
Exhibits
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| | (ii) | | accounts and notes receivable (whether current or noncurrent), refunds, deposits, prepayments or prepaid expenses to the extent they relate to the operation of the Acquired Business on or prior to the Closing Date; |
| | (iii) | | rights of the Seller arising under this Agreement or the transactions contemplated hereby; |
| | (iv) | | claims for and right to receive Tax refunds relating to the operation of the Acquired Business on or prior to the Closing Date, all of the Seller’s Tax returns relating to the operation of the Acquired Business on or prior to the Closing Date and any notes, worksheets, files and documents relating thereto; |
| | (v) | | minute books, stock books and other corporate records of the Seller; and |
| | (vi) | | claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind relating to the Excluded Assets or the Excluded Liabilities, against any Person. |
| | (c) | | Assumption of Liabilities. Upon the terms and subject to the conditions contained herein, at the Closing, the Buyer shall assume and become responsible for the following and only the following liabilities and obligations of the Seller relating to the Acquired Business (the “Assumed Liabilities”): |
| | (i) | | accounts payable, accrued expenses and other current liabilities relating to the operation of the Acquired Business following the Closing Date; |
| | (ii) | | liabilities and obligations under the Customer Contracts and Included Licenses and Maintenance Agreements to the extent arising or relating to performance following the Closing Date; |
| | (iii) | | liabilities and obligations arising out of the Buyer’s employment of the Business Employees following the Closing Date; and |
| | (iv) | | liabilities and obligations relating to, or arising from, the Buyer’s conduct of the Acquired Business or the Buyer’s use of the Acquired Assets following the Closing Date. |
| | (d) | | Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities, the Buyer shall not assume or be responsible for, and the Seller shall retain and shall timely discharge, perform and be fully responsible for, all of the liabilities and obligations, fixed or contingent, known or unknown, matured or unmatured, whether arising out of occurrences prior to, at or after the date hereof relating to the Acquired Business (the “Excluded Liabilities”), which Excluded Liabilities include: |
| | (i) | | liabilities and obligations for fees and expenses incurred by or on behalf of the Seller in connection with the transactions contemplated by this Agreement; |
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| | (ii) | | liabilities arising out of or relating to the Excluded Assets; |
| | (iii) | | accounts payable, accrued expenses and other current liabilities relating to the operation of the Acquired Business on or prior to the Closing Date; and |
| | (iv) | | liabilities and obligations relating to former employees (other than the Business Employees) of the Acquired Business no longer employed by the Acquired Business on the Closing Date, except to the extent that the Buyer has specifically assumes or agrees to assume responsibility for such obligations in this Agreement or as the Buyer may otherwise agree. |
| | (i) | | The aggregate purchase price for the sale, conveyance, transfer, assignment and delivery of the Acquired Assets shall be equal to US$1.75 million (the “Purchase Price”). At the Closing, upon the terms and subject to the conditions set forth herein, Buyer shall pay the Purchase Price by wire transfer of immediately available funds to an account designated by the Seller. |
| | (ii) | | No later than the 15th day of the month following the month in which the Closing occurs, the Seller will deliver to the Buyer a schedule (in the form of the “deferred hosting schedule” previously presented) that sets forth (a) the aggregate amount of deferred revenue accrued on the Seller’s books and records as of the Closing Date arising from cash received by the Seller prior to the Closing Date pursuant to the Customer Contracts (the “Deferred Revenue Amount”) and (b) the aggregate amount of prepaid expenses on the Seller’s books and records as of the Closing Date arising from cash paid by the Seller prior to the Closing Date pursuant to the Included Licenses and Maintenance Agreements (the “Accrued Expense Amount”), in each case calculated in accordance with the Seller’s prior practices, except that in the event the Seller receives certificate revenue from any single customer other than AMEX of MasterCard in an amount in excess of $10,000, such revenue shall not be accounted for on the cash basis but shall be accrued and a portion thereof determined by the Parties shall be treated as deferred revenue. If the Deferred Revenue Amount exceeds the Accrued Expense Amount, the Seller shall deliver a check to the Buyer in the amount of such excess together with the schedule. If the Accrued Expense Amount exceeds the Deferred Revenue Amount, the Buyer shall deliver a check to the Seller in the amount of such excess within five business days of receipt of such schedule. Notwithstanding the foregoing, no amount shall be due or payable pursuant to this section (e)(ii) if the difference between the Deferred Revenue Amount and Accrued Expense amount does not exceed $10,000. To the extent the parties are able to make the adjustments referred to in this paragraph at the Closing, they will do so. |
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| | (iii) | | Seller and Buyer agree that as soon as reasonably practical after the date of this Agreement, and prior to the filing of any Tax return which includes information related to the transactions contemplated by this Agreement, the Purchase Price and the Assumed Liabilities shall be allocated among the Acquired Assets pursuant to a schedule (the “Purchase Price Allocation Schedule”) proposed by the Buyer and reasonably acceptable to the Seller, which shall be prepared in a manner required by Section 1060 of the Code and other applicable law and delivered by the Buyer to the Seller within 60 days after the date of this Agreement. In connection with the Purchase Price Allocation Schedule, the Seller and the Buyer shall discuss the allocation of the Purchase Price and attempt in good faith to reach agreement with respect thereto. The Seller and the Buyer shall prepare mutually acceptable and substantially identical initial and supplemental IRS Forms 8594, “Asset Acquisition Statements Under Section 1060,” consistent with the Purchase Price Allocation Schedule. Each of the Seller and the Buyer shall report, for Tax purposes, the transactions contemplated by this Agreement in a manner consistent with the Purchase Price Allocation Schedule and such IRS Forms 8594. |
| | (f) | | The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 275 Grove Street, Newton, Massachusetts, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may mutually determine (the “Closing Date”). |
| | (g) | | Deliveries at the Closing. At the Closing: (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer such instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request to effect the transactions contemplated by this agreement; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller such instruments of assumption as the Seller and its counsel reasonably may request to effect the transactions contemplated by this Agreement; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(e)(i) above by wire transfer of immediately available funds. |
| | (h) | | Closing Costs, Transfer Taxes and Fees. The Buyer shall be liable and responsible for the timely payment of all sales, use, excise, value-added, goods and services, transfer, real estate transfer, stamp, recording, documentary, registration, conveyancing or similar Taxes, duties or expenses imposed on, or arising as a result of, the contemplated sale and transfer of the Acquired Assets and the timely filing of all related Tax returns. The Seller shall cooperate with the Buyer in preparing any Tax returns relating to such Taxes, duties or expenses. The Buyer and the Seller shall provide each other with applicable resale and exemption certifications. |
Exhibits
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| 3. | | Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement, except as set forth in the Seller Disclosure Schedule. Section references in the Seller Disclosure Schedule are for the Parties’ convenience only, and any item disclosed in any section of the Seller Disclosure Schedule shall be deemed to be an exception to each representation and warranty set forth in any subsection of this Section 3. |
| | (a) | | Organization of the Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts. |
| | (b) | | Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditions. Each of Bijan Khezry, Denis Kelly and Simon Enoch has the authority to execute and deliver all documents referred to in this Agreement on behalf of the Seller. |
| | (c) | | Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the charter or bylaws of the Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Material Adverse Effect. The Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the assignments and assumptions referred to in Section 2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect. |
| | (d) | | Brokers’ Fees. The 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 the Buyer or any of its Affiliates could become liable or obligated. |
| | (e) | | Title to Tangible Assets. The Seller has good title to, or a valid leasehold interest in, the material tangible assets that are Acquired Assets used regularly in the conduct of the Acquired Business. |
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| | (f) | | Legal Compliance. To the Knowledge of the Seller, the Seller has complied with all laws applicable to the Acquired Business (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect. |
| | (i) | | The Acquired Assets will not be, as of the Closing Date, subject to any Lien arising as a result of any Taxes due for any period on or prior to the Closing Date. |
| | (ii) | | The Seller has filed or will cause to be filed, within the times and in the manner prescribed by law, all of the federal, state, local tax returns, information returns and tax reports (including any related or supporting information) which are required to be filed by the Seller in connection with the Acquired Business. Such tax returns are true, complete and all amounts shown accurate in all material respects. All Taxes due and payable for which the Seller is liable have been paid in full by the due date thereof. No deficiencies for Taxes have been claimed, proposed or assessed by any taxing authority against the Seller and there are not pending audits, examinations or other proceedings in respect of Taxes. No extension or waiver of a statute of limitations relating to Taxes is in effect with respect to the Seller. |
| | (iii) | | None of the Acquired Assets directly or indirectly secures any debt the interest on which is tax-exempt under Section 103(a) of the Code. None of the Acquired Assets is property required to be treated as being owned by any other person pursuant to the “safe harbor lease” provisions of former Section 168(f)(8) of the Code. None of the Purchased Assets is “Tax exempt use property” within the meaning of Section 168(h) of the Code. |
| | (iv) | | Notwithstanding the foregoing, the representations and warranties set forth in this Section 3(g) shall not be applicable to the extent that the Acquired Assets cannot be made subject to Tax liens and the Buyer cannot be held liable for Taxes relating to matters constituting any breach of such representations and warranties. |
| | (h) | | Certain Financial Information Section 3(h) of the Seller Disclosure Schedule contains statements of revenues received and expenses incurred by the Seller in connection with its conduct of the Acquired Business during calendar year 2002 and for the period from January 1, 2003 through June 30, 2003 (the “Statements of Revenue”). The Statements of Revenue fairly present in all material respects the revenue generated by the Acquired Business as described therein for the periods indicated therein, have been prepared in material conformity with U.S. GAAP, and do not contain any material items of special or nonrecurring income except as expressly specified therein. |
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| | (i) | | Customer Contracts. Section 3(i) of the Seller Disclosure Schedule lists all written Customer Contracts that constitute Acquired Assets. The Seller has delivered to the Buyer a correct and complete copy of each Customer Contract listed in Section 3(i) of the Seller Disclosure Schedule. To its Knowledge and assuming the truth and accuracy of statements made to it in connection with each document delivered to it in connection with the transfer of a Customer Contract to the Seller, the Seller further represents and warrants that it has full power and authority to assign the Customer Contracts to the Buyer, and with respect to those Customer Contracts where the Seller was not one of the original parties, all such Customer Contracts have been properly assigned to the Seller. |
| | (j) | | Intentionally Omitted |
| | (k) | | Litigation. Section 3(k) of the Disclosure Schedule sets forth each instance as of the date of this Agreement in which the Seller (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge related to the Acquired Business or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction related to the Acquired Business, except where the injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing, or investigation would not have a Material Adverse Effect. |
| | (l) | | Disclaimer of other Representations and Warranties. Except as expressly set forth in this Section 3, neither the Seller nor any of its Affiliates makes any representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including the Acquired Assets), liabilities (including the Assumed Liabilities) or operations, including with respect to the Acquired Business, and any such other representations or warranties are hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that (i) except to the extent specifically set forth in this Section 3, the Buyer is purchasing the Acquired Assets and assuming the Assumed Liabilities on an “as-is, where-is” basis, (ii) it is not entitled to rely on the accuracy or completeness of any information not expressly set forth in this Section 3, and (iii) it has relied and will rely solely on the representations and warranties expressly made in this Section 3. |
| 4. | | Representations and Warranties of the Buyer. The Buyer represents and warrants to the Seller that the statements contained in this Section 4 are correct and complete as of the date of this Agreement. |
| | (a) | | Organization of the Buyer. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. |
| | (b) | | Authorization of Transaction. The Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditions. Each of John Garvey and Chris Ellis has the authority to execute and deliver all documents referred to in this Agreement on behalf of the Buyer. |
| | (c) | | Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the |
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| | | | assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject. The Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the assignments and assumptions referred to in Section 2 above). |
| | (d) | | Brokers’ Fees. The 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 the Seller or any of its Affiliates could become liable or obligated. |
| | (e) | | Investigation. The Buyer has received and reviewed information about the Seller, the Acquired Business, the Acquired Assets and the Assumed Liabilities, and has had an opportunity to discuss the Acquired Business, the Acquired Assets and the Assumed Liabilities with the management of the Seller. The Buyer understands and acknowledges that (a) any financial information that may have been provided on behalf of the Seller may not have been prepared in accordance with GAAP, unless specifically represented to have been so prepared and (b) such discussions, as well as any written information issued by the Seller (i) were intended to describe certain aspects of the business and prospects of the Acquired Business which the management of the Seller believes to be material, but were not necessarily an exhaustive description, and (ii) may have contained forward-looking statements involving known and unknown risks and uncertainties which may cause the actual results in future periods or plans for future periods to differ materially from what was anticipated and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving any of the results that may have been projected in any of such forward-looking statements. The Buyer confirms that it has performed a comprehensive investigation of the Acquired Business to its full and complete satisfaction. |
| 5. | | Pre-Closing Covenants. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing. |
| | (a) | | General. Each of the Parties will use its reasonable best efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 6 below). |
| | (b) | | Notices and Consents. The Seller will give any notices to third parties, and the Seller will use its reasonable best efforts to obtain any third party consents, that the Buyer reasonably may request in connection with the matters referred to in Section 3(c) above. Each of the Parties will give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(c) and Section 4(c) above. |
Exhibits
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| | | | Without limiting the generality of the foregoing, each of the Parties will file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, will use its reasonable best efforts to obtain a waiver from the applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. |
| | (c) | | Operation of Business. The Seller will not cause the Acquired Business to engage in any practice, take any action, or enter into any transaction outside the ordinary course of business. The Seller will not amend or modify any Customer Contract or any Included License and Maintenance Agreement that constitutes an Acquired Asset without the Buyer’s consent, which shall not be unreasonably withheld or delayed. |
| | (d) | | Full Access. The Seller will permit representatives of the Buyer to have full access during normal business hours and after reasonable notice, and in a manner so as not to interfere with the normal business operations of the Seller and its Affiliates, to all premises, properties, personnel, books, records (including tax records), contracts, and documents of or pertaining directly to the Acquired Business. |
| | (e) | | Notice of Developments. Either Party may elect at any time to notify the other Party of any development causing a breach of any of its representations and warranties in Section 3 or Section 4 above, as applicable. Unless the Party receiving such notice has the right to terminate this Agreement pursuant to Section 7(a)(ii) below by reason of the development and exercises that right within the period of three business days referred to in Section 7(a)(ii) below, the written notice pursuant to this Section 5(e) will be deemed to have amended the Seller Disclosure Schedule, to have qualified the representations and warranties contained in Section 3 or Section 4 above, as applicable, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development. |
| | (f) | | Retention of Employees. The Buyer shall offer employment, commencing on the Closing Date, to no less than ten of the employees of the Seller who are actively employed in the Acquired Business and identified in Section 5(f) of the Seller Disclosure Schedule (collectively, the “Business Employees”), which offers shall be on terms and conditions no less favorable to each Business Employee than the terms of such employee’s employment with the Seller on the date of this Agreement. The Seller shall cooperate with and use its reasonable best efforts to assist the Buyer in its efforts to secure satisfactory employment arrangements with those Business Employees to whom the Buyer makes offers of employment.. |
| 6. | | Conditions to Obligation to Close. |
| | (a) | | Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: |
| | (i) | | the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; |
Exhibits
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| | (ii) | | the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; |
| | (iii) | | there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; |
| | (iv) | | the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; |
| | (v) | | the Seller shall have delivered to the Buyer the consent required under the Customer Contracts listed on Exhibit A hereto; |
| | (vi) | | all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; and |
| | (vii) | | the execution by the Seller of a license agreement in substantially the form attached hereto as Exhibit B (the “License Agreement”), a transition services agreement in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”), and a support agreement in substantially to form attached hereto as Exhibit D (the “Support Agreement”), and the execution by Seller’s affiliate, Baltimore Technologies Ltd., of an ORC agreement in substantially the form annexed as Exhibit E (“ORC Agreement”). |
The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing. The Seller covenants and agrees to execute, or use its reasonable best efforts to cause Baltimore Technologies Ltd. to execute, as applicable, and deliver the License Agreement, the Transition Services Agreement, the Support Agreement and the ORC Agreement upon satisfaction or waiver of each condition set forth in Sections 6(b)(i)-(vi).
| | (b) | | Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: |
| | (i) | | the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date; |
| | (ii) | | the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; |
| | (iii) | | there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; |
Exhibits
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| | (iv) | | the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; |
| | (v) | | the Seller shall have delivered to the Buyer the consent required under the Customer Contracts listed on Exhibit A hereto; |
| | (vi) | | all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Seller; and |
| | (vii) | | the execution by the Buyer of the License Agreement, the Transition Services Agreement, the Support Agreement and the ORC Agreement. |
The Seller may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing. The Buyer covenants and agrees to execute and deliver the License Agreement, the Transition Services Agreement, the Support Agreement and the ORC Agreement upon satisfaction or waiver of each condition set forth in Sections 6(a)(i)-(vi).
| | (a) | | Termination of Agreement. The Parties may terminate this Agreement as provided below: |
| | (i) | | the Buyer and the Seller may terminate this Agreement by mutual written consent at any time prior to the Closing; |
| | (ii) | | either Party may terminate this Agreement by giving written notice to the other Party at any time prior to the Closing in the event (A) the other Party has within the then previous three business days delivered a notice pursuant to Section 5(e) above and (B) the development that is the subject of the notice makes the representations and warranties set forth in Section 3 or Section 4 above, as applicable, not true and correct in all material respects; |
| | (iii) | | the Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (A) in the event the Seller has breached any material representation, warranty, or covenant contained in this Agreement (other than a representation or warranty expressly mentioned in the notice described in Section 5(e)) in any material respect, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (B) if the Closing shall not have occurred on or before midnight on September 30, 2003, by reason of the failure of any condition precedent under Section 6(a) hereof (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement or from any action taken by the Buyer, on the Buyer’s behalf, or at the Buyer’s request); and |
Exhibits
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| | (iv) | | the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) in the event the Buyer has breached any material representation, warranty, or covenant contained in this Agreement (other than a representation or warranty expressly mentioned in the notice described in Section 5(e)) in any material respect, the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (B) if the Closing shall not have occurred on or before midnight on September 30, 2003, by reason of the failure of any condition precedent under Section 6(b) hereof (unless the failure results primarily from the Seller itself breaching any representation, warranty, or covenant contained in this Agreement or from any action taken by the Seller, on the Seller’s behalf, or at the Seller’s request). |
| | (b) | | Effect of Termination. If either Party terminates this Agreement pursuant to Section 7(a) above, all rights and obligations of the Parties hereunder shall terminate without any liability of either Party to the other Party (except for any liability of either Party then in breach);provided, however, that the provisions contained in Section 8 shall survive termination. |
| | (a) | | Survival of Representations, Warranties and Agreements; No Other Representations and Warranties. The representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Closing for a period of one year, except for those covenants and agreements contained in this Article 2 and Article 8 which shall survive indefinitely;provided that neither the Seller nor any of its affiliates shall not have any liability in connection with this Agreement or any transaction contemplated thereby with respect to any matter of which the Buyer or its affiliates had knowledge at or prior to the Closing. Each party hereto agrees that, except for the representations and warranties contained in this Agreement, no Party makes any other representations or warranties, and each hereby disclaims and agreed not to rely upon any other representations and warranties made by itself or any of its officers, directors, employees, agents, financial and legal advisors or other representatives, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the other party or the other party’s representatives of any documentation or other information with respect to any one or more of the foregoing. |
| | (i) | | The Buyer acknowledges that (a) is in possession of Confidential Information and (b) pursuant to the actions contemplated by Section 5(d) will have access to Confidential Information. For a period of three years following the Closing or the termination of this Agreement, the Buyer and its Affiliates shall treat such information as confidential, not disclose to any other Person any such information, preserve the confidentiality of such information, not duplicate such information and instruct its employees who have had access to such information |
Exhibits
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| | | | to keep confidential unless such information (i) is now or is hereafter disclosed, through no act or omission of the Buyer or its Affiliates, in a manner making it available to the general public or (ii) is required by law to be disclosed. |
| | (ii) | | Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated by this Agreement (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4;provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the transactions contemplated by this Agreement, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Code, is not intended to be affected by the foregoing. |
| | (c) | | Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of the other Party, which shall not be unreasonably withheld;provided, however, that either Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use commercially reasonable efforts to advise the other Party prior to making the disclosure). |
| | (d) | | 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. |
| | (e) | | Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, with respect to the subject matter hereof, and neither Party shall be liable or bound to the other Party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. |
| | (f) | | 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 Party. |
Exhibits
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| | (g) | | Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Each Party may rely on a facsimile signature on this Agreement, and each Party shall, if the other Party so requests, provide an originally signed copy of this Agreement to the other party. |
| | (h) | | Nonforeign Affidavit. The Seller shall furnish to the Buyer an affidavit, stating, under penalty of perjury, that the indicated number is the transferor’s United States taxpayer identification number and that the transferor is not a foreign person, pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended. |
| | (i) | | Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given one business day after it is sent by overnight delivery with a nationally recognized courier service (such as Federal Express or United Parcel Service) and addressed to the intended recipient as set forth below: |
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| If to the Seller: | | with a copy to: |
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Baltimore Technologies Inc. Innovation House Hemel Hempstead Hartfordshire HP27DN England Attn: Corporate Secretary Tel: +44-367-7000 Fax: +44-367-7156 | | Latham & Watkins 275 Grove Street, Suite 2-400 Newton, Massachusetts 02466 Attn: Ian Blumenstein Tel: 617-663-4842 Fax: 617-663-5319 |
Exhibits
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| | |
| If to the Buyer: | | |
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c/o beTrusted US INC. 11000 Broken Land Pkwy Suite 900 Columbia, MDE 21044 Attn: Chief Financial Officer Tel: 443-367-7000 Fax: 410-730-7156 | | Gilbride, Tusa, Last & Spellane, Esq. 31 Brookside Drive Greenwich, CT 06830 Attn: Lincoln W. Briggs Tel: 203-622-9360 Fax: 203-622-9392 |
Either Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), 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 intended recipient. Either Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.
| | (j) | | Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. Any action of any type or nature whatsoever with respect to this Agreement, whether arising in contract, tort or otherwise, shall be brought in the Norfolk Superior Court or U.S. District Court for the District of Massachusetts, and each Party accepts for itself and its assets and properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts. |
Each Party waives, to the fullest extent permitted by applicable law, any objection (including any objection to the laying of venue or based on the grounds of forum non conveniens) which it may now or hereafter have to the bringing of any such action in any such jurisdiction. Each party waives any right to trial by jury with regard to any action of any type or nature whatsoever under or concerning this Agreement or in any way related to this Agreement or the administration or enforcement thereof.
| | (k) | | Limitation on Liability. Neither Party shall have any liability under or in connection with this Agreement for special, exemplary, punitive, incidental, indirect or consequential damages of any sort in any action of any type or nature whatsoever in connection with this Agreement or in any way related to this Agreement or the administration or enforcement thereof. Except to the extent prohibited by law, each Party waives any right they may have to claim or recover in any such action any special, exemplary, punitive, incidental, indirect or consequential damages of any sort other than actual damages. In no event shall either Party shall have any liability under or in connection with this Agreement or any transaction contemplated thereby that exceeds 10% of the Purchase Price actually paid. Further, each party |
Exhibits
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| | | | hereto agrees not to make any claim or demand or seek any relief in connection with this Agreement or any transaction contemplated hereby, unless such claim, demand or relief seeks damages in excess of $50,000. |
| | (l) | | Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Seller. No waiver by either 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. |
| | (m) | | 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. |
| | (n) | | Expenses. Each Party shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, in any action of any type or nature whatsoever with respect to this Agreement or any transaction contemplated hereby, whether arising in contract, tort or otherwise, the party to this Agreement that does not prevail in such action shall pay all fees and expenses (including reasonable legal fees) incurred by each other party to this Agreement (and any affiliate of such other party) that was involved in such action. |
| | (o) | | Construction. The Parties acknowledge that each is sophisticated in transactions of this type, represented by counsel, and each has participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement. In this Agreement, references to any section, exhibit or schedule are to sections, exhibits or schedules hereto unless otherwise indicated; references to any federal, state, local, or foreign statute or law are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to and shall be deemed also to refer to all rules and regulations promulgated thereunder; references to “writing” include printing, typing, lithography, e-mail and other means of reproducing words in a visible form; the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; and the term “or” is not exclusive. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any “material adverse effect” shall be determined with reference to the condition of the Acquired Business on the date hereof and is intended by the Parties to address events that would substantially threaten the overall long-term earnings potential of the Acquired Business. |
| | (p) | | Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. |
Exhibits
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| | (q) | | Bulk Transfer Laws. The Buyer acknowledges that the Seller will not comply with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreement. |
[Signature Page Follows]
Exhibits
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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BALTIMORE TECHNOLOGIES INC. |
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beTRUSTed US INC. |
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beTRUSTed (UK) LIMITED |
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Exhibits
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Exhibit A
Customer Contracts that require consent to be delivered as a closing condition:
AMEX – Amended and Restated Master Agreement for Electronic Commerce dated September 23, 1999 as modified by Amendment No. 2 dated June 10, 2002 and Amendment No. 3 dated December 17, 2002.
Mastercard International – Agreement dated February 10, 1997, as amended and supplemented, and all related agreements
State Street – Agreement dated July 31, 2001.
Trigon BC/BS (Anthem) – Agreement dated June 28, 1999 and Master Professional Services Agreement dated June 13, 2003.
Verizon (Bell Atlantic) – Agreement dated August, 1999.
Ruesch International – Agreement dated February 5, 1999.
Merrill Lynch – Agreement dated September 3, 1999.
Nokia – Root Key and Hosting Services Agreement dated November 1, 2000
Exhibits
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Exhibit B
Agreed Form of License Agreement
Exhibits
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Exhibit C
Agreed Form of Transition Services Agreement
Exhibits
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Exhibit D
Agreed Form of Support Agreement
Exhibits
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Exhibit E
Agreed Form of ORC Agreement
Exhibits
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Seller Disclosure Schedule
Baltimore Technologies Inc. is delivering the attached Seller Disclosure Schedule in connection with the Asset Purchase Agreement, dated as of July 21, 2003 (the “Agreement”), by and between beTRUSTed US INC., a Delaware corporation (“beTrusted US”), and beTRUSTed (UK) LIMITED, a United Kingdom corporation (“beTrusted UK” and together with beTrusted US, the “Buyer”), and BALTIMORE TECHNOLOGIES INC., a Massachusetts corporation (the “Seller”). The Buyer and the Seller are referred to collectively herein as the “Parties.” Capitalized terms used but not defined herein have the meanings given in the Agreement.
The Seller Disclosure Schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of the Agreement or as an exception to one or more of Seller’s representations and warranties contained in the Agreement;provided,however, that certain information set forth in the Seller Disclosure Schedule has been included and disclosed solely for informational purposes and may not be required to be disclosed pursuant to the terms and conditions of the Agreement. The disclosure of any information in any part of the Seller Disclosure Schedule shall not be deemed to constitute an acknowledgment or agreement that the information is required to be disclosed in connection with the representations and warranties made in the Agreement or that the information is material, nor shall any information so included and disclosed be deemed to establish a standard of materiality or otherwise be used to determine whether any other information is material or should have been disclosed.
This Seller Disclosure Schedule is qualified in its entirety by reference to specific provisions of the Agreement, and is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Seller, except as and to the extent provided in the Agreement. Inclusion of information herein shall not be construed as an admission that such information is material to the Seller.
Matters reflected in this Seller Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Seller Disclosure Schedule. Such additional matters are set forth for information purposes and do not necessarily include other matters of a similar nature.
Headings have been inserted on the sections of this Seller Disclosure Schedule are for convenience of reference only and shall to no extent have the effect of amending or changing the express description of the Sections as set forth in the Agreement.
The information contained herein is in all events subject to the confidentiality provisions contained in the Agreement.
Exhibits
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Schedule 1
Included Equipment
| | | | | | | | | | |
| Location /Assign to | | Dept | | Vendor | | Category | | Model | | Description |
|
Dublin | | Hosting | | Sun | | Server | | E250 | | 050m2383 MC DR System - Web |
Dublin | | Hosting | | Sun | | Server | | Ultra2 | | 904f2cd4 MC DR System - CA |
Dublin | | Hosting | | Sun | | Server | | Ultra2 | | 905f2ba4 MC DR system Securid |
Dublin | | Hosting | | Sun | | Server | | Ultra10 | | fw84250267 MC DR system Offline |
Dublin | | Hosting | | Sun | | Tape | | Tape | | 626q5701 MC DR system |
Dublin | | Hosting | | Sun | | disk | | disk | | 918c2922 MC DR system |
Dublin | | Hosting | | Baltimore | | keyper | | sureware | | J2490 SSC DR system |
Dublin | | Hosting | | Compaq | | Server | | DL380 | | D023KKN1K960 SSC DR system |
Dublin | | Hosting | | Compaq | | Server | | DL380 | | 8111FK411418 SSC DR system (MBB) |
N. Moscone | | Hosting | | Toshiba | | laptop | | 8100 | | Insight 7945925 |
A. Rajan | | Hosting | | Toshiba | | laptop | | 8100 | | Insight 7945925 |
R. Hall | | Hosting | | Toshiba | | laptop | | 8100 | | insight 7945150 |
V. Raygorodsky | | Hosting | | Toshiba | | laptop | | 8100 | | insight 7945150 |
V. Raygorodsky | | Hosting | | Toshiba | | laptop | | 7200 | | insight 7991110 |
N. Moscone | | Hosting | | Toshiba | | laptop | | 8100 | | insight 7945150 |
J. DeSousa | | Hosting | | Toshiba | | laptop | | 8100 | | insight 7945150 |
E. Richters | | Hosting | | Toshiba | | laptop | | 8100 | | insight 7945150 |
G. Rioux | | Hosting | | Toshiba | | laptop | | 8100 | | insight 7945924 |
T. Dowling | | Hosting | | Toshiba | | laptop | | 7200 | | insight 7991110 |
M. Rioux | | Hosting | | Toshiba | | laptop | | 7200 | | insight 7991110 |
Hosting | | Hosting | | Toshiba | | laptop | | 8100 | | insight 7945924 |
Hosting | | Hosting | | Toshiba | | laptop | | 8100 | | insight 7945924 |
N. Moscone | | Hosting | | Toshiba | | laptop | | 8200 | | Invoice 08301960 |
Hosting | | Hosting | | Cisco | | network | | PIX | | Di Data SVC 00065310 |
Hosting | | Hosting | | Cisco | | network | | PIX | | Di Data SVC 00065310 |
Hosting | | Hosting | | Cisco | | network | | Ldir | | nexl 9324 |
Hosting | | Hosting | | Cisco | | network | | Ldir | | nexl 9324 |
Hosting | | Hosting | | Sun | | server | | Ultra2 | | nexl 9324 |
Hosting | | Hosting | | Sun | | server | | Ultra2 | | nexl 9324 |
Hosting | | Hosting | | Cisco | | network | | 3524 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3524 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3524 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3524 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3524 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3548 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3548 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3548 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3548 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3600 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3600rps | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3600 | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3600rps | | Dimension Data 0035911 |
Hosting | | Hosting | | Cisco | | network | | 3524 | | Dimension Data 0035911 |
Exhibits
Execution Copy
| | | | | | | | | | |
Hosting | | Hosting | | Ncipher | | crypto | | Ncipher | | Ncipher Inv 909 |
Cigna | | Hosting | | Ncipher | | crypto | | Ncipher | | Ncipher Inv 909 |
Cigna | | Hosting | | Ncipher | | crypto | | Ncipher | | Ncipher Inv 909 |
Hosting | | Hosting | | Sun | | server | | E250 | | Anysystems Inv ES03300-1 |
Hosting | | Hosting | | Sun | | disk | | A1000 | | Rave Computer |
Hosting | | Hosting | | Sun | | server | | E220 | | NIS Inv 101371A |
Hosting | | Hosting | | Sun | | monitor | | Monitor | | NIS Inv 101371A |
Hosting | | Hosting | | Sun | | disk | | A1000 | | NIS Inv 101371A |
Hosting | | Hosting | | Sun | | server | | E250 | | GTE3 |
Hosting | | Hosting | | Sun | | disk | | A1000 | | GTE3 |
Hosting | | Hosting | | Ncipher | | crypto | | Nshield | | Cigna |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d023dnk1q921 |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d018dnk1k177 |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d023dnk1r258 (vz-as1) |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d023dkn1r245 |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d018dnk1k115 |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d018dkn1k176 |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d023dnk1r260 |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d023dkn1r257 |
Hosting | | Hosting | | Compaq | | memory | | 1Gb Mem | | Nexl Inv 9153 |
Hosting | | Hosting | | Compaq | | memory | | 1Gb Mem | | Nexl Inv 9153 |
Hosting | | Hosting | | Compaq | | memory | | 1Gb Mem | | Nexl Inv 9153 |
Hosting | | Hosting | | Compaq | | memory | | 1Gb Mem | | Nexl Inv 9153 |
Hosting | | Hosting | | Compaq | | memory | | 1Gb Mem | | Nexl Inv 9153 |
Hosting | | Hosting | | Compaq | | memory | | 1Gb Mem | | Nexl Inv 9153 |
Hosting | | Hosting | | Compaq | | memory | | 1Gb Mem | | Nexl Inv 9153 |
Hosting | | Hosting | | Compaq | | memory | | 1Gb Mem | | Nexl Inv 9153 |
Hosting | | Hosting | | Chrysalis | | crypto | | ITS | | Chrysalis ITS 3 Dock Top Level |
Hosting | | Hosting | | Chrysalis | | crypto | | ITS | | Chrysalis ITS 3 Dock Top Level |
Hosting | | Hosting | | Chrysalis | | crypto | | ITS | | Chrysalis ITS 3 Dock Top Level |
Hosting | | Hosting | | Chrysalis | | crypto | | Litronix | | Chrysalis ITS 3 Card Reader |
Hosting | | Hosting | | Chrysalis | | ped | | PED | | Chrysalis ITS 3 Card Reader |
Hosting | | Hosting | | Chrysalis | | crypto | | Litronix | | Chrysalis ITS 3 Card Reader |
Hosting | | Hosting | | Chrysalis | | crypto | | Litronix | | Chrysalis ITS 3 Card Reader |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d024dnk1q367 |
Hosting | | Hosting | | Cisco | | network | | 10/100 | | DiData Inv 10443 |
Hosting | | Hosting | | Cisco | | network | | 10/100 | | DiData Inv 10443 |
Hosting | | Hosting | | Cisco | | network | | 10/100 | | DiData Inv 10443 |
Hosting | | Hosting | | Cisco | | network | | 10/100 | | DiData Inv 10443 |
Hosting | | Hosting | | Compaq | | Server | | DL380 | | d023dkn1q784 |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW84420189 |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW84250218 |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW8420188 |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW82556620 |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW84720667 |
Customization | | Hosting | | SUN | | server | | Ultra1 | | 709F036 |
Customization | | Hosting | | SUN | | server | | Ultra5 | | FW83139373 |
Customization | | Hosting | | SUN | | server | | Ultra5 | | FW94150054 |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW83240954 |
Exhibits
Execution Copy
| | | | | | | | | | |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW84250210 |
Customization | | Hosting | | SUN | | server | | Ultra2 | | 849F2881 |
Customization | | Hosting | | SUN | | server | | Sparc | | 613F2287 |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW84250117 |
Customization | | Hosting | | SUN | | server | | Ultra10 | | FW82237227 |
Customization | | Hosting | | MICRON | | pc | | MILLENNIA | | 9223253-0001 |
Customization | | Hosting | | MICRON | | pc | | CLIENTPRO | | 1401902-0003 |
Customization | | Hosting | | Clariion | | disk | | array | | MS1018462900 |
Customization | | Hosting | | SUN | | server | | E250 | | 942H3630 |
Customization | | Hosting | | HP | | monitor | | A4575A | | JP01015934 |
Customization | | Hosting | | HP | | monitor | | A4575A | | JP01015985 |
Customization | | Hosting | | HP | | monitor | | A4575A | | JP02117215 |
Customization | | Hosting | | HP | | monitor | | A4575A | | JP01022366 |
Customization | | Hosting | | Cisco | | network | | 2514 | | 251130622 |
Customization | | Hosting | | BLACKBOX | | MULTIEXP | | AA0050174 | | |
Customization | | Hosting | | BLACKBOX | | MULTIEXP | | AA0047788 | | |
A. Rajan | | Hosting | | SUN | | server | | Ultra5 | | SFW94150010 |
D. Desrochers | | Hosting | | DELL | | pc | | 4100 | | DWLHG01 |
D. Desrochers | | Hosting | | HP | | monitor | | A4575A | | JP81109728 |
D. Desrochers | | Hosting | | SUN | | server | | Ultra10 | | FW83240941 |
D. Desrochers | | Hosting | | SUN | | monitor | | 19” LM751U | | 9804KE0126 |
D. Desrochers | | Hosting | | SUN | | server | | Ultra10 | | FW84720692 |
D. Desrochers | | Hosting | | SUN | | server | | Ultra10 | | FW83240929 |
J. Burham | | Hosting | | DELL | | pc | | 4100 | | B2LHG01 |
hosting | | Hosting | | Sun | | monitor | | 19” monitor | | 9609GI2112 |
hosting | | Hosting | | Sun | | server | | Ultra1 | | 717F0849 |
hosting | | Hosting | | Sun | | server | | Netra | | HL11020234 |
hosting | | Hosting | | Chrysalis | | crypto | | ITS | | 1002169 |
hosting | | Hosting | | Sun | | server | | NetraT1 | | 038C1855 |
hosting | | Hosting | | Sun | | server | | Ultra1 | | 717F0727 |
hosting | | Hosting | | Sun | | server | | Ultra2 | | 723F1001 |
hosting | | Hosting | | Sun | | server | | Ultra10 | | FW83240923 |
hosting | | Hosting | | Sun | | monitor | | 19” monitor | | 9835ke1956 |
J.Desousa | | Hosting | | Compaq | | pc | | Deskpro | | 6025dkzzd475 |
N.Moscone | | Hosting | | sun | | server | | Ultra2 | | 839f21b6 |
N.Moscone | | Hosting | | sun | | server | | Ultra2 | | N/A |
N.Moscone | | Hosting | | sun | | monitor | | 19” monitor | | na |
hosting | | Hosting | | ravlin | | network | | 7150 | | 93244100009 |
hosting | | Hosting | | cisco | | network | | 2514 | | 250271053 |
hosting | | Hosting | | cisco | | network | | 2514 | | 25990711 |
hosting | | Hosting | | Compaq | | pc | | deskpro | | 6025dkzzd252 |
hosting | | Hosting | | Compaq | | server | | 1600 | | d949c8d1k205 |
N.Moscone | | Hosting | | dell | | pc | | gx200 | | na |
M.Rioux | | Hosting | | Sun | | monitor | | 19” monitor | | 9752kh2960 |
M.Rioux | | Hosting | | Sun | | server | | Ultra2 | | 851f39bb |
T.Dowling | | Hosting | | Sun | | monitor | | 19” monitor | | 9815kh1631 |
T.Dowling | | Hosting | | Sun | | server | | Ultra5 | | FW94220248 |
T.Dowling | | Hosting | | Compaq | | laptop | | amarda | | 1j91cbw4e258 |
hosting | | Hosting | | Sun | | server | | Ultra2 | | 821fcd2c |
hosting | | Hosting | | Sun | | server | | Ultra2 | | 706f06f2 |
hosting | | Hosting | | Sun | | server | | Ultra1 | | 717f0803 |
Exhibits
Execution Copy
| | | | | | | | | | |
hosting | | Hosting | | Sun | | server | | Ultra1 | | 710f0e41 |
hosting | | Hosting | | Chrysalis | | crypto | | ITS | | 1002191 |
hosting | | Hosting | | Sun | | disk | | array | | 713g5040 |
hosting | | Hosting | | Sun | | server | | Ultra2 | | 839f2887 |
G.Roux | | Hosting | | Moesler | | safe | | 2-drawer | | |
G.Roux | | Hosting | | Compaq | | pc | | deskpro | | 68811br32e973 |
hosting | | Hosting | | cisco | | network | | 3000 | | cmn824ocra |
hosting | | Hosting | | cisco | | network | | 2514 | | 250376552 |
hosting | | Hosting | | compaq | | pc | | deskpro | | 6743bq55q377 |
hosting | | Hosting | | nec | | monitor | | 19” monitor | | 8925983ne |
hosting | | Hosting | | sun | | monitor | | 19” monitor | | 9515fr100 |
hosting | | Hosting | | sun | | server | | Ultra2 | | 809fc192 |
hosting | | Hosting | | sun | | monitor | | 19” monitor | | 950fc1046 |
hosting | | Hosting | | sun | | server | | e250 | | 931h2b8b |
hosting | | Hosting | | nec | | monitor | | 19” monitor | | 8x01052ne |
hosting | | Hosting | | dell | | pc | | gx200 | | 7y2p601 |
hosting | | Hosting | | Ncipher | | crypto | | nshield | | 01-531410 |
hosting | | Hosting | | nec | | monitor | | 19” monitor | | 8925768ne |
hosting | | Hosting | | compaq | | server | | DL380 | | d024dnk1q346 |
hosting | | Hosting | | DELL | | pc | | gx1 | | hkzpv |
hosting | | Hosting | | Ncipher | | crypto | | nshield | | 01-531175 |
hosting | | Hosting | | Belkin | | matrix | | 3005120740 | | |
hosting | | Hosting | | Clariion | | disk | | array | | 96663356 |
hosting | | Hosting | | Clariion | | disk | | array | | 299300335 |
support room | | Hosting | | sun | | monitor | | 19” monitor | | 9846kn2548 |
support room | | Hosting | | Compaq | | server | | 1600R | | d822bqv10034 |
support room | | Hosting | | dell | | server | | 300sc | | na |
support room | | Hosting | | sun | | server | | e220 | | amex owned ?? |
support room | | hosting | | sun | | server | | e220 | | amex owned ?? |
support room | | Hosting | | na | | rack | | 19” rack | | |
support room | | Hosting | | na | | rack | | 19” rack | | |
support room | | Hosting | | trak | | gps | | 8821 | | 316 |
support room | | Hosting | | Compaq | | pc | | Deskpro | | 6841bvfzj490 |
support room | | Hosting | | Compaq | | pc | | Deskpro | | 6912ccl6b064 |
support room | | Hosting | | microlan | | pc | | pc | | mlp1336091901 |
support room | | Hosting | | microlan | | pc | | pc | | mlp1336061301 |
support room | | Hosting | | mosler | | safe | | 2-drawer | | 8120513 |
support room | | Hosting | | mosler | | safe | | 2-drawer | | 8120512 |
support room | | Hosting | | mosler | | safe | | 2-drawer | | 2550614 |
support room | | Hosting | | mosler | | safe | | 4-drawer | | 2560047 |
online room | | hosting | | sun | | server | | Ultra10 | | FW83830065 |
online room | | Hosting | | sun | | monitor | | 19” monitor | | 9609gi2111 |
online room | | Hosting | | sun | | monitor | | 19” monitor | | 9509gi6774 |
online room | | Hosting | | Ncipher | | crypto | | nshield | | 01-530112 |
online room | | Hosting | | mosler | | safe | | 4-drawer | | 2560497 |
online room | | Hosting | | mosler | | safe | | 4-drawer | | 2560606 |
online room | | Hosting | | mosler | | safe | | 4-drawer | | 2560079 |
online room | | Hosting | | mosler | | safe | | 2-drawer | | 2250149 |
online room | | Hosting | | mosler | | safe | | 2-drawer | | 2250169 |
online room | | Hosting | | Compaq | | server | | 740 | | d908chm10009 |
online room | | Hosting | | sun | | monitor | | 19” monitor | | 9737gi5394 |
Exhibits
Execution Copy
| | | | | | | | | | |
online room | | Hosting | | chrysalis | | ped | | lunaped | | 615 |
online room | | Hosting | | Chrysalis | | crypto | | ITS | | 1001940 |
PartnerForum | | Hosting | | mosler | | safe | | 2-drawer | | 2250142 |
PartnerForum | | Hosting | | sun | | monitor | | 19” monitor | | 973gi0217 |
PartnerForum | | Hosting | | baltimore | | keyper | | sureware | | j2213 |
PartnerForum | | Hosting | | Compaq | | rack | | 19” rack | | |
PartnerForum | | Hosting | | unknown | | rack | | 19” rack | | |
PartnerForum | | Hosting | | nfr | | network | | nid310 | | |
PartnerForum | | Hosting | | nfr | | network | | nid310 | | |
PartnerForum | | Hosting | | nfr | | network | | nid310 | | |
PartnerForum | | Hosting | | dell | | server | | gx200 | | 3dj2m01 (pf-www00) |
PartnerForum | | Hosting | | dell | | server | | gx200 | | brg5501 (nfr admin) |
PartnerForum | | Hosting | | sun | | server | | sparc5 | | 548f0277 (offline) |
PartnerForum | | Hosting | | sun | | server | | ultra10 | | fw83240943 |
PartnerForum | | Hosting | | sun | | server | | ultra1 | | 709f0500 |
PartnerForum | | Hosting | | sun | | server | | ultra5 | | fw92341101 |
PartnerForum | | Hosting | | sun | | server | | ultra5 | | fw82442688 |
PartnerForum | | Hosting | | Sun | | server | | ultra5 | | fw82943110 |
PartnerForum | | Hosting | | sun | | server | | ultra10 | | fw84310467 |
PartnerForum | | Hosting | | sun | | server | | ultra2 | | O40t2139 |
PartnerForum | | hosting | | Chrysalis | | crypto | | its | | 1001896 |
PartnerForum | | Hosting | | sun | | server | | ultra5 | | fw84240097 |
PartnerForum | | Hosting | | blackbox | | serverswitch | | 9810228167 | | |
COE | | Hosting | | sun | | server | | ultra2 | | 040t2114 |
COE | | Hosting | | sun | | server | | ultra1 | | 640f0347 |
COE | | Hosting | | sun | | monitor | | 19” monitor | | 9545gi6675 |
COE | | Hosting | | sun | | server | | ultra1 | | 642f0790 |
COE | | Hosting | | Sun | | server | | sparc20 | | 613f1745 |
COE | | Hosting | | sun | | server | | sparc20 | | 613f1749 |
COE | | Hosting | | sun | | server | | ultra2 | | 828f262a |
COE | | Hosting | | sun | | server | | ultra2 | | 741fc807 |
COE | | Hosting | | cisco | | network | | 2514 | | 250708601 |
COE | | hosting | | cisco | | network | | 2514 | | 251297389 |
COE | | Hosting | | cisco | | network | | 3000 | | 10100379 |
COE | | Hosting | | cisco | | network | | 3000 | | 10201792 |
COE | | Hosting | | cray | | network | | t1-csu | | na |
COE | | Hosting | | cray | | network | | t1-csu | | na |
COE | | hosting | | sun | | server | | ultra2 | | 711f04e2 |
COE | | Hosting | | Compaq | | laptop | | 7400 | | 7946ch810377 |
COE | | Hosting | | trak | | gps | | 8812 | | 315 |
COE | | Hosting | | trak | | gps | | 8812 | | 319 |
MC | | Hosting | | sun | | monitor | | 19” monitor | | 9638gi4258 |
MC | | Hosting | | Sun | | server | | e250 | | 031h5030 |
MC | | Hosting | | sun | | tape | | dlt | | 847c0208 |
MC | | Hosting | | sun | | server | | ultra2 | | 848f2916 |
MC | | Hosting | | sun | | tape | | dlt | | 850c0114 |
MC | | Hosting | | sun | | monitor | | 19” monitor | | 9329FC2137 |
MC | | Hosting | | mosler | | safe | | 2-drawer | | 2250170 |
MC | | hosting | | clariion | | disk | | array | | 9736758 |
hosting | | Hosting | | baltimore | | keyper | | sureware | | 2038 |
hosting | | Hosting | | baltimore | | keyper | | sureware | | 2263 |
Exhibits
Execution Copy
| | | | | | | | | | |
hosting | | Hosting | | baltimore | | keyper | | sureware | | 2148 |
mc-offline | | Hosting | | sun | | monitor | | 19” monitor | | 9609gi2117 |
mc-offline | | Hosting | | sun | | server | | ultra10 | | fw84930143 |
mc-offline | | Hosting | | sun | | monitor | | 19” monitor | | 95o6fc4075 |
mc-offline | | Hosting | | sun | | server | | sparc5 | | 613f2018 |
mc-offline | | Hosting | | sun | | server | | sparc20 | | 423f1678 |
mc-offline | | hosting | | mosler | | safe | | 2-drawer | | 2250167 |
online room | | Hosting | | mosler | | safe | | 2-drawer | | 8120505 |
online room | | Hosting | | mosler | | safe | | 2-drawer | | 22501165 |
online room | | Hosting | | sun | | monitor | | 19” monitor | | 9738gi0216 |
online room | | Hosting | | sun | | monitor | | 19” monitor | | 9709gi1301 |
online room | | Hosting | | sun | | tape | | dlt | | 918c2934 |
online room | | Hosting | | Compaq | | pc | | Deskpro | | 6912ccl68304 |
online room | | Hosting | | atl | | tape | | p3000 | | 903ba10132 |
online room | | Hosting | | mti | | disk | | array | | 9736-8047 |
online room | | Hosting | | sun | | server | | e450 | | 929h2b22 |
online room | | Hosting | | clariion | | disk | | array | | 114356-0111 (disk cabinet) |
online room | | Hosting | | sun | | tape | | dlt | | 918c2925 |
online room | | Hosting | | sun | | server | | ultra2 | | 828f2887 |
online room | | Hosting | | sun | | server | | ultra2 | | 849f2887 |
online room | | Hosting | | sun | | tape | | dlt | | 849c1254 |
online room | | Hosting | | sun | | tape | | dlt | | 847c0193 |
online room | | Hosting | | sun | | tape | | dlt | | 918c2923 |
online room | | Hosting | | sun | | server | | ultra2 | | 821fd223 |
online room | | Hosting | | sun | | tape | | dlt | | 847c0202 |
online room | | Hosting | | sun | | server | | ultra2 | | 919h2459 |
online room | | Hosting | | sun | | server | | ultra2 | | 839f21e4 |
online room | | Hosting | | sun | | tape | | dlt | | 847c0208 |
online room | | Hosting | | sun | | server | | ultra2 | | 847f3336 |
online room | | Hosting | | sun | | server | | e250 | | 942h362v |
online room | | Hosting | | sun | | tape | | dlt | | 847c0207 |
online room | | Hosting | | sun | | server | | ultra2 | | 849f2878 |
online room | | Hosting | | sun | | tape | | dlt | | 847c0194 |
online room | | Hosting | | clariion | | disk | | array | | 9739036 |
online room | | Hosting | | clariion | | disk | | array | | 9663397 |
online room | | Hosting | | clariion | | disk | | array | | 9719816 |
online room | | Hosting | | clariion | | disk | | array | | 9738195 |
online room | | Hosting | | clariion | | disk | | array | | 9898578 |
online room | | Hosting | | clariion | | disk | | array | | na |
online room | | Hosting | | amco | | rack | | 19”Rack | | |
online room | | Hosting | | amco | | rack | | 19”Rack | | |
online room | | Hosting | | amco | | rack | | 19”Rack | | |
online room | | Hosting | | amco | | rack | | 19”Rack | | |
online room | | Hosting | | amco | | rack | | 19”Rack | | |
online room | | Hosting | | amco | | rack | | 19”Rack | | |
online room | | Hosting | | blackbox | | serverswitch | | 9904-302999 | | |
online room | | Hosting | | Compaq | | server | | DL380 | | d023dkn1r257 |
online room | | Hosting | | Compaq | | server | | DL380 | | d018dnk1k707 |
online room | | Hosting | | Compaq | | server | | DL380 | | d018dnk1k186 |
online room | | Hosting | | Compaq | | server | | DL380 | | d023dkn1k951 |
online room | | Hosting | | Compaq | | rack | | 19” rack | | |
Exhibits
Execution Copy
| | | | | | | | | | |
online room | | Hosting | | sun | | server | | e220 | | 0044h388a |
online room | | Hosting | | sun | | server | | e220 | | 035h4736 |
online room | | Hosting | | mag | | monitor | | 19” monitor | | mh4306018921 |
online room | | Hosting | | amco | | rack | | 19” Rack | | |
online room | | Hosting | | Compaq | | server | | DL380 | | d023dkn1q918 |
online room | | Hosting | | baltimore | | keyper | | sureware | | j2294 |
online room | | Hosting | | Chrysalis | | crypto | | nshield | | na |
online room | | Hosting | | Compaq | | rack | | 19” rack | | |
online room | | Hosting | | Compaq | | rack | | 19” rack | | |
online room | | Hosting | | sun | | monitor | | 19” monitor | | 9846ka2439 |
online room | | Hosting | | sun | | server | | ultra10 | | fw92460468 |
online room | | Hosting | | sun | | server | | sparc5 | | 613f1fe4 |
online room | | Hosting | | sun | | server | | ultra2 | | 040t2129 |
online room | | Hosting | | blackbox | | serverswitch | | 0011-412154 | | |
online room | | Hosting | | sun | | server | | ultra2 | | 041t2010 |
online room | | Hosting | | sun | | server | | ultra10 | | fw84730436 |
online room | | Hosting | | sun | | server | | sparc5 | | 626f0be1 |
online room | | Hosting | | sun | | server | | ultra2 | | 919h2448 |
online room | | Hosting | | sun | | monitor | | 19” monitor | | 946kn2547 |
online room | | Hosting | | sun | | server | | ultra2 | | 741fc806 |
hosting | | Hosting | | dell | | pc | | gx200 | | c4pm601 |
hosting | | Hosting | | chrysalis | | ped | | lunaped | | 366 |
hosting | | Hosting | | sun | | server | | sparc5 | | 613f16d8 |
dead | | Hosting | | sun | | server | | sparc20 | | 613f1b53 |
dead | | hosting | | sun | | server | | sparc10 | | 318f039 |
dead | | hosting | | sun | | server | | sparc10 | | 306f0535 |
dead | | hosting | | sun | | server | | sparc5 | | 613f2007 |
dead | | Hosting | | sun | | server | | sparc5 | | 613f209 |
dead | | Hosting | | sun | | server | | sparc5 | | na |
dead | | Hosting | | sun | | server | | sparc5 | | 548f028f |
dead | | Hosting | | sun | | server | | sparc5 | | 643f164c |
dead | | Hosting | | sun | | server | | sparc5 | | 714a0487 |
dead | | Hosting | | sun | | server | | sparc5 | | 708m2340 |
dead | | Hosting | | sun | | server | | sparc5 | | 642f0fd0 |
dead | | Hosting | | sun | | server | | sparc5 | | 613f2018 |
dead | | Hosting | | sun | | server | | sparc5 | | 738c1347 |
dead | | Hosting | | sun | | server | | sparc5 | | 613f2023 |
dead | | Hosting | | sun | | server | | sparc5 | | 513f1fe1 |
dead | | Hosting | | sun | | server | | sparc5 | | 613f2286 |
dead | | Hosting | | sun | | server | | sparc5 | | 641f0400 |
dead | | Hosting | | sun | | server | | sparc5 | | 613f1e4a |
hosting | | Hosting | | clariion | | disk array | | dt9636 | | |
hosting | | Hosting | | clariion | | disk | | disk array | | 113186-0020 |
hosting | | Hosting | | clariion | | disk | | disk array | | 9736750 |
hosting | | Hosting | | clariion | | disk array | | dt9622 | | |
hosting | | Hosting | | clariion | | disk array | | na | | |
hosting | | Hosting | | clariion | | disk array | | na | | |
hosting | | hosting | | clariion | | disk array | | na | | |
hosting | | Hosting | | baltimore | | keyper | | sureware | | na |
hosting | | Hosting | | quantum | | tape | | dlt2500 | | |
hosting | | Hosting | | quantum | | tape | | dlt2500 | | |
Exhibits
Execution Copy
| | | | | | | | | | |
hosting | | Hosting | | quantum | | tape | | dlt2500 | | |
hosting | | Hosting | | quantum | | tape | | dlt2500 | | |
hosting | | Hosting | | idacom | | test equip | | x25 tester | | 01-0260 |
hosting | | Hosting | | quantum | | tape | | dlt2500 | | |
hosting | | Hosting | | sun | | tape | | dds3 | | |
hosting | | Hosting | | sun | | tape | | dlt | | |
hosting | | Hosting | | sun | | monitor | | 21” Monitor | | 9846kn2584 |
hosting | | Hosting | | sun | | monitor | | 21” Monitor | | 9849kn1026 |
hosting | | Hosting | | clariion | | disk | | disk array | | 9736751 |
hosting | | Hosting | | Compaq | | server | | dl380 | | d024dkn1p709 |
hosting | | Hosting | | Compaq | | server | | dl380 | | d024dnk1l916 |
hosting | | Hosting | | Compaq | | server | | dl380 | | d024dkn1q353 |
hosting | | Hosting | | Compaq | | server | | dl380 | | d024dkn1p264 |
Hosting | | Hosting | | Sun | | Server | | T1-Netra | | HF13528599 |
hosting | | Hosting | | Compaq | | laptop | | Armada 4220T | | A01224 |
Dublin | | Hosting | | Compaq | | Server | | DL380 | | 8048FD511015 |
Dublin | | Hosting | | Compaq | | server | | DL380 | | 8045FD511137 |
Dublin | | Hosting | | baltimore | | crypto | | SWK | | J2316 |
Dublin | | Hosting | | baltimore | | crypto | | SWK | | J2099 |
Dublin | | Hosting | | baltimore | | crypto | | SWK | | Nokia equipment in Dublin |
Exhibits
Execution Copy
SCHEDULE 3(C)
NON CONTRAVENTION
| 1. | | Agreements requiring consent: |
AMEX – Amended and Restated Master Agreement for Electronic Commerce dated September 23, 1999 as modified by Amendment No. 2 dated June 10, 2002 and Amendment No. 3 dated December 17, 2002.
Mastercard International – Agreement dated February 10, 1997, as amended and supplemented, and all related agreements
State Street – Agreement dated July 31, 2001.
Trigon BC/BS (Anthem) – Agreement dated June 28, 1999 and Master Professional Services Agreement dated June 13, 2003.
Verizon (Bell Atlantic) – Agreement dated August, 1999.
Ruesch International – Agreement dated February 5, 1999.
Merrill Lynch – Agreement dated September 3, 1999.
Nokia – Root Key and Hosting Services Agreement dated November 1, 2000
Exhibits
Execution Copy
SCHEDULE 3(H)
FINANCIAL INFORMATION
| | | | | | | | | | | | | | | | | | | | | | |
| | | Hosting Revenue YTD
|
Customer Name | | Jan | | Feb | | Mar | | April | | May | | June | | | Grand
Total
Hosting |
|
Akamai** | | $ | 945 | | $ | 6,510 | | $ | 630 | | $ | 4,410 | | $ | 2,065 | | $ | 630 | | | $ | 15,190 |
ADOBE SYSTEMS INC | | $ | 375 | | $ | 400 | | $ | 400 | | $ | 400 | | $ | 400 | | | | | | $ | 1,976 |
American Express | | | | | | | | | | | | | | | | | | | | | | |
American Express Snowstorm | | $ | 6,738 | | $ | 6,738 | | $ | 6,738 | | $ | 6,738 | | $ | 6,738 | | $ | (16,363 | ) | | $ | 17,325 |
AMERICAN EXPRESS TRAVEL RS | | $ | 11,946 | | $ | 12,346 | | $ | 12,946 | | $ | 9,946 | | $ | 9,946 | | | | | | $ | 57,129 |
American Express-U.K. | | $ | 2,008 | | $ | 2,008 | | $ | 2,008 | | $ | 2,672 | | $ | 2,672 | | $ | (640 | ) | | $ | 10,727 |
Atrion Networking | | $ | 643 | | $ | 643 | | $ | 643 | | $ | 2,070 | | $ | 1,751 | | $ | 876 | | | $ | 6,626 |
BANC ONE | | | | | $ | 1,100 | | $ | 2,200 | | $ | 1,100 | | $ | 1,100 | | | | | | $ | 5,500 |
CIGNA | | $ | 9,698 | | $ | 9,698 | | $ | 9,698 | | $ | 9,698 | | $ | 9,698 | | $ | 9,698 | | | $ | 58,187 |
Crosshair Technologies | | $ | 770 | | $ | 770 | | $ | 770 | | $ | 770 | | $ | 770 | | $ | 770 | | | $ | 4,620 |
GTE DATA SERVICES INC | | $ | 385 | | $ | 385 | | $ | 385 | | $ | 385 | | $ | 385 | | $ | 385 | | | $ | 2,310 |
GTE INTERNETWORKING SERVICES | | | | | | | | | | | | | | | | | | | | | | |
GTE TSI | | $ | 4,327 | | $ | 4,327 | | $ | 115 | | $ | 115 | | $ | 115 | | $ | 115 | | | $ | 9,115 |
Ingenix | | | | | | | | $ | 2,040 | | $ | 2,040 | | $ | 2,040 | | $ | (2,040 | ) | | $ | 4,080 |
ITT SHERATON | | | | | | | | $ | 1,799 | | $ | 360 | | $ | 360 | | $ | 360 | | | $ | 2,878 |
MASTERCARD INTERNATIONAL INC | | $ | 30,485 | | $ | 29,714 | | $ | 15,069 | | $ | 21,197 | | $ | 21,197 | | $ | 5,974 | | | $ | 123,636 |
MasterCard International Incorporat | | $ | 2,531 | | $ | 2,531 | | $ | 2,531 | | $ | 2,531 | | $ | 2,531 | | $ | (126 | ) | | $ | 12,531 |
MERRILL LYNCH | | $ | 1,942 | | $ | 20,142 | | $ | 1,542 | | $ | 1,942 | | $ | 1,942 | | $ | 1,942 | | | $ | 29,450 |
RUESCH INTERNATIONAL | | $ | 1,897 | | $ | 1,897 | | $ | 1,897 | | $ | 1,897 | | $ | 1,897 | | $ | 1,897 | | | $ | 11,384 |
Orange SA-Service Compatabille | | | | | | | | $ | 45,000 | | | | | | | | | | | | $ | 45,000 |
State Street Bank and Trust Company | | $ | 6,733 | | $ | 6,733 | | $ | 6,733 | | $ | 6,733 | | $ | 6,733 | | $ | 6,733 | | | $ | 40,400 |
SWISSCOM AG BERN | | $ | 2,536 | | $ | 845 | | $ | 845 | | $ | 845 | | $ | 845 | | $ | 845 | | | $ | 6,762 |
Texas Department of Transportation | | $ | 1,829 | | $ | 1,829 | | $ | 1,829 | | $ | 1,829 | | $ | 1,829 | | $ | 1,829 | | | $ | 10,973 |
THE DREYFUS CORPORATION | | $ | 1,059 | | $ | 1,059 | | $ | 1,059 | | $ | 1,059 | | $ | 1,059 | | $ | 1,059 | | | $ | 6,353 |
TRIGON BLUE CROSS BLUE SHIELD | | $ | 2,742 | | | | | $ | 11,000 | | $ | 5,500 | | $ | 5,500 | | $ | 5,500 | | | $ | 30,242 |
Verizon | | $ | 2,579 | | $ | 2,579 | | $ | 2,579 | | $ | 578 | | $ | 578 | | $ | 578 | | | $ | 9,469 |
GTE WIRELESS OF THE SOUTH INC | | $ | 2,310 | | $ | 2,310 | | $ | 2,310 | | $ | 2,310 | | $ | 2,310 | | $ | 2,310 | | | $ | 13,860 |
Dictaphone | | | | | | | | | | | | | | | | | $ | 1,176 | | | $ | 1,176 |
Banexco Banco Universal | | $ | 748 | | | | | | | | | | | | | | | | | | $ | 748 |
Banco Mercantil | | $ | 2,701 | | $ | 2,701 | | $ | 2,701 | | $ | 2,701 | | $ | 2,701 | | $ | 2,701 | | | $ | 16,209 |
Verizon VPN | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | | | |
| | | $ | 96,981 | | $ | 110,755 | | $ | 89,837 | | $ | 85,416 | | $ | 90,748 | | $ | 37,675 | | | $ | 553,856 |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Customer Name | | Certificate
Revenue | | Consulting
Revenue | | Program
Management | | Support
Revenue | | Grant Total |
|
Akamai** | | | | | | | | | | | | | | $ | 15,190 |
ADOBE SYSTEMS INC | | | | | | | | | | | $ | 6,615 | | $ | 8,591 |
American Express | | $ | 26,250 | | | | | | | | | | | $ | 26,250 |
American Express Snowstorm | | $ | 1,331 | | | | | | | | $ | 5,175 | | $ | 23,831 |
AMERICAN EXPRESS TRAVEL RS | | $ | 160,243 | | | | | | | | $ | 14,854 | | $ | 232,227 |
American Express-U.K. | | $ | 29,892 | | | | | | | | $ | 3,977 | | $ | 44,596 |
Atrion Networking | | | | | | | | | | | $ | 16,301 | | $ | 22,928 |
BANC ONE | | $ | 18,750 | | | | | | | | $ | 3,850 | | $ | 28,100 |
CIGNA | | | | | | | | | | | $ | 86,835 | | $ | 145,022 |
Crosshair Technologies | | | | | | | | | | | $ | 1,380 | | $ | 6,000 |
GTE DATA SERVICES INC | | | | | | | | | | | $ | 690 | | $ | 3,000 |
GTE INTERNETWORKING SERVICES | | | | | | | | | | | $ | 14,400 | | $ | 14,400 |
GTE TSI | | | | | | | | | | | $ | 3,890 | | $ | 13,006 |
Ingenix | | | | | | | | | | | $ | 9,791 | | $ | 13,871 |
ITT SHERATON | | | | | | | | | | | | | | $ | 2,878 |
MASTERCARD INTERNATIONAL INC | | $ | 143,292 | | | | | $ | 25,664 | | $ | 22,254 | | $ | 314,846 |
MasterCard International Incorporat | | | | | | | | | | | $ | 3,744 | | $ | 16,275 |
MERRILL LYNCH | | | | | $ | 5,000 | | | | | $ | 500 | | $ | 34,950 |
RUESCH INTERNATIONAL | | | | | | | | | | | $ | 3,400 | | $ | 14,784 |
Orange SA-Service Compatabille | | | | | | | | | | | | | | $ | 45,000 |
State Street Bank and Trust Company | | | | | | | | | | | $ | 7,587 | | $ | 47,988 |
SWISSCOM AG BERN | | | | | | | | | | | $ | 22,638 | | $ | 29,400 |
Texas Department of Transportation | | | | | | | | | | | $ | 3,278 | | $ | 14,250 |
THE DREYFUS CORPORATION | | | | | | | | | | | $ | 1,898 | | $ | 8,250 |
TRIGON BLUE CROSS BLUE SHIELD | | | | | $ | 7,500 | | | | | | | | $ | 37,742 |
Verizon | | | | | | | | | | | $ | 2,492 | | $ | 11,961 |
GTE WIRELESS OF THE SOUTH INC | | | | | | | | | | | $ | 4,140 | | $ | 18,000 |
Dictaphone | | | | | | | | | | | $ | 351 | | $ | 1,528 |
Banexco Banco Universal | | | | | | | | | | | $ | 623 | | $ | 1,371 |
Banco Mercantil | | | | | | | | | | | $ | 4,842 | | $ | 21,050 |
Verizon VPN | | | | | $ | 25,000 | | | | | | | | $ | 25,000 |
| | | $ | 379,758 | | $ | 37,500 | | $ | 25,664 | | $ | 245,505 | | $ | 1,242,284 |
Exhibits
Execution Copy
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Period
| | | | | | | | | | | | | | | | | | | | | | |
Customer Name | | Jan | | | Feb | | Mar | | | April | | May | | June | | | July | | August | | | Sept | | Oct |
|
Akamai | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ADOBE SYSTEMS INC | | $ | 1,283 | | | $ | 1,283 | | $ | 1,283 | | | $ | 1,283 | | | | | $ | 2,567 | | | $ | 1,283 | | $ | 1,283 | | | $ | 1,283 | | $ | 1,283 |
American Express | | $ | 100 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
American Express Snowstorm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | — | | $ | 3,850 |
AMERICAN EXPRESS TRAVEL RS | | $ | 4,504 | | | $ | 37,729 | | $ | 21,216 | | | $ | 21,416 | | $ | 21,073 | | $ | 20,352 | | | $ | 20,752 | | $ | 40,252 | | | $ | 59,752 | | $ | 18,566 |
American Express-U.K. | | | | | | $ | 2,567 | | $ | 1,283 | | | $ | 1,283 | | $ | 1,283 | | $ | 3,940 | | | $ | 15 | | $ | 2,008 | | | $ | 2,008 | | $ | 2,008 |
ATM Technology Solutions & Security | | $ | 5,000 | | | $ | 7,258 | | $ | 5,000 | | | $ | 5,000 | | $ | 5,000 | | $ | (14,830 | ) | | | | | | | | | | | | | |
Atrion Networking | | $ | 2,501 | | | $ | 2,501 | | $ | 2,501 | | | $ | 2,501 | | $ | 3,787 | | $ | 3,144 | | | $ | 3,144 | | $ | 3,144 | | | $ | 3,144 | | $ | 3,144 |
Bankone | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Banksys SA | | $ | 192 | | | $ | 192 | | $ | 192 | | | $ | 192 | | $ | 192 | | $ | 192 | | | $ | 167 | | | | | | | | | | |
Bell Atlantic Data Solutions Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CIGNA | | $ | 7,467 | | | $ | 7,467 | | $ | 7,467 | | | $ | 7,467 | | $ | 7,467 | | $ | 7,467 | | | $ | 7,467 | | $ | 7,467 | | | $ | 7,467 | | $ | 23,467 |
CITIBANK | | | | | | $ | 9,240 | | $ | 3,080 | | | $ | 3,080 | | $ | 3,080 | | $ | 3,080 | | | $ | 3,080 | | $ | 3,080 | | | $ | 3,080 | | $ | 3,080 |
Crosshair Technologies | | $ | 770 | | | $ | 770 | | $ | 770 | | | $ | 770 | | $ | 770 | | $ | 770 | | | $ | 770 | | $ | 770 | | | $ | 770 | | $ | 770 |
General Dynamics GSC | | $ | 960 | | | $ | 960 | | $ | 960 | | | $ | 832 | | | | | | | | | | | | | | | | | | | | |
GTE DATA SERVICES INC | | $ | 385 | | | $ | 385 | | $ | 385 | | | $ | 385 | | $ | 385 | | $ | 385 | | | $ | 385 | | $ | 385 | | | $ | 385 | | $ | 385 |
GTE INTERNETWORKING SERVICES | | $ | 2,400 | | | $ | 2,400 | | $ | 2,400 | | | $ | 2,400 | | $ | 2,400 | | $ | 2,400 | | | $ | 2,400 | | $ | 2,400 | | | $ | 2,400 | | $ | 2,400 |
GTE TSI | | $ | 3,608 | | | $ | 3,608 | | $ | 4,327 | | | $ | 4,327 | | $ | 4,327 | | $ | 4,327 | | | $ | 4,327 | | $ | 4,327 | | | $ | 4,327 | | $ | 4,327 |
Ingenix | | | | | | | | | $ | 67,667 | | | $ | 6,333 | | $ | 6,333 | | $ | 34,556 | | | $ | 3,444 | | $ | (6,333 | ) | | $ | 6,333 | | $ | 0 |
ITT SHERATON | | $ | 342 | | | $ | 342 | | $ | 342 | | | $ | 342 | | $ | 342 | | $ | 342 | | | $ | 342 | | $ | 342 | | | $ | 342 | | $ | 342 |
| | | | | | | | | | |
LOCKHEED MARTIN CORP | | $ | 3,208 | | | $ | 3,208 | | $ | 3,208 | | | $ | 3,208 | | $ | 25,667 | | | | | | | | | | | | | | | | | |
MASTERCARD INTERNATIONAL INC | | $ | 42,257 | | | $ | 47,800 | | $ | 32,956 | | | $ | 44,022 | | $ | 45,563 | | $ | 29,195 | | | $ | 35,315 | | $ | 17,330 | | | $ | 22,741 | | $ | 24,317 |
MasterCard International Incorporat | | $ | 2,531 | | | $ | 2,531 | | $ | 2,531 | | | $ | 2,531 | | $ | 2,531 | | $ | 2,531 | | | $ | 2,531 | | $ | 2,531 | | | $ | 2,531 | | $ | 2,531 |
MERRILL LYNCH | | $ | 275 | | | $ | 275 | | $ | 275 | | | $ | 275 | | $ | 275 | | $ | 275 | | | $ | 275 | | $ | 275 | | | $ | 275 | | | |
Register.com | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RUESCH INTERNATIONAL | | $ | 2,156 | | | $ | 2,156 | | $ | 2,156 | | | $ | 2,156 | | $ | 2,156 | | $ | 2,156 | | | $ | 2,156 | | $ | 2,156 | | | $ | 2,156 | | $ | 2,156 |
State Street Bank and Trust Company | | $ | (6,613 | ) | | $ | — | | $ | 21,738 | | | $ | 3,333 | | $ | 3,333 | | $ | 33,043 | | | $ | 3,333 | | $ | 3,333 | | | $ | 3,333 | | $ | 4,233 |
SWISSCOM AG BERN | | $ | 2,695 | | | $ | 2,695 | | $ | 2,695 | | | $ | 2,695 | | $ | 2,695 | | $ | 2,695 | | | $ | 2,695 | | $ | 2,695 | | | $ | 2,695 | | $ | 2,695 |
Texas Department of Transportation | | $ | 1,829 | | | $ | 1,829 | | $ | 1,829 | | | $ | 1,829 | | $ | 1,829 | | $ | 1,829 | | | $ | 1,829 | | $ | 1,829 | | | $ | 1,829 | | $ | 1,829 |
THE DREYFUS CORPORATION | | $ | 963 | | | $ | 963 | | $ | 963 | | | $ | 963 | | $ | 963 | | $ | 963 | | | $ | 963 | | $ | 963 | | | $ | 963 | | $ | 1,059 |
TRIGON BLUE CROSS BLUE SHIELD | | $ | 1,283 | | | $ | 1,283 | | $ | 1,283 | | | $ | 1,283 | | $ | 1,283 | | $ | 1,283 | | | $ | 1,283 | | $ | 1,283 | | | $ | 1,283 | | $ | 1,283 |
USDatacenters | | $ | 5,775 | | | $ | 5,775 | | $ | (11,550 | ) | | | | | | | | | | | | | | | | | | | | | | | |
Verizon | | $ | 2,454 | | | $ | 2,454 | | $ | 2,454 | | | $ | 2,579 | | $ | 2,579 | | $ | 2,579 | | | $ | 2,579 | | $ | 2,579 | | | $ | 2,579 | | $ | 2,579 |
Verizon Data Services-GTE EIPS | | $ | 1,375 | | | $ | 1,375 | | $ | 4,235 | | | $ | 4,235 | | | | | | | | | | | | | | | | | | | | |
Virtual Purchase Card | | $ | 3,849 | | | $ | 3,849 | | $ | 3,849 | | | $ | 3,849 | | $ | 3,849 | | $ | 3,849 | | | $ | 3,849 | | $ | 3,849 | | | $ | 3,849 | | $ | 3,477 |
GTE WIRELESS OF THE SOUTH INC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 671 |
Bristol Myers Squibb | | $ | — | | | $ | 1,005 | | $ | 1,070 | | | $ | 1,005 | | | | | | | | | | | | | | | | | | | | |
Banexco Banco Universal | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Banco Mercantil | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | $ | 93,551 | | | $ | 153,900 | | $ | 188,566 | | | $ | 131,576 | | $ | 149,163 | | $ | 149,089 | | | $ | 104,386 | | $ | 97,948 | | | $ | 135,525 | | $ | 110,451 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Customer Name | | NOV | | | DEC | | HostingTotal | | Certificate | | | Consultancy | | | program
Management | | PS | | global
support | | Grand Total |
|
Akamai | | $ | 875 | | | $ | 5,250 | | | | | $ | 6,125 | | | | | | | | | | | | | | | | $ | 6,125.00 |
ADOBE SYSTEMS INC | | $ | 1,283 | | | $ | 1,283 | | $ | 15,400 | | | | | | | | | | | | | | | | $ | 4,600 | | $ | 19,999.98 |
American Express | | | | | | | | | $ | 100 | | $ | 31,650 | | | | | | | | | | | | | | | | $ | 31,749.98 |
American Express Snowstorm | | $ | 3,850 | | | $ | 3,850 | | $ | 11,550 | | $ | 26,258 | | | | | | | | | | | | | $ | 3,450 | | $ | 41,258.00 |
AMERICAN EXPRESS TRAVEL RS | | $ | 16,113 | | | $ | 16,513 | | $ | 298,238 | | $ | 534,164 | | | $ | 4,800 | | | $ | 7,000 | | | | | $ | 56,765 | | $ | 900,967.27 |
American Express-U.K. | | $ | 2,008 | | | $ | 2,008 | | $ | 20,411 | | $ | 233,119 | | | $ | 8,900 | | | $ | 2,200 | | | | | $ | 6,097 | | $ | 270,727.13 |
ATM Technology Solutions & Security | | | | | | | | | $ | 12,428 | | | | | | $ | (14,000 | ) | | | | | | | | $ | 1,572 | | $ | 0.06 |
Atrion Networking | | $ | 3,144 | | | $ | 1,772 | | $ | 34,427 | | | | | | | | | | | | | | | | $ | 9,088 | | $ | 43,514.55 |
Bankone | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 20,980 | | $ | 20,980.00 |
Banksys SA | | | | | | | | | $ | 1,319 | | | | | | | | | | | | | | | | $ | 394 | | $ | 1,713.13 |
Bell Atlantic Data Solutions Group | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,950 | | $ | 1,950.00 |
CIGNA | | $ | 7,467 | | | $ | 7,467 | | $ | 105,609 | | | | | | | | | | | | | | | | $ | 204,754 | | $ | 310,362.69 |
CITIBANK | | | | | | | | | $ | 33,880 | | $ | (2,209 | ) | | | | | | | | | | | | $ | 10,120 | | $ | 41,791.00 |
Crosshair Technologies | | $ | 770 | | | $ | 770 | | $ | 9,240 | | | | | | | | | | | | | | | | $ | 2,760 | | $ | 12,000.00 |
General Dynamics GSC | | | | | | | | | $ | 3,711 | | | | | | | | | | | | | | | | $ | 1,566 | | $ | 5,277.39 |
GTE DATA SERVICES INC | | $ | 385 | | | $ | 385 | | $ | 4,620 | | $ | 4,099 | | | | | | | | | | | | | $ | 1,380 | | $ | 10,099.00 |
GTE INTERNETWORKING SERVICES | | $ | 2,400 | | | $ | 2,400 | | $ | 28,800 | | $ | 438 | | | | | | | | | | | | | | | | $ | 29,238.00 |
GTE TSI | | $ | 4,327 | | | $ | 4,327 | | $ | 50,487 | | | | | | $ | 10,000 | | | | | | | | | $ | 13,647 | | $ | 74,133.70 |
Ingenix | | $ | (6,333 | ) | | | | | $ | 112,000 | | | | | | $ | 1,250 | | | $ | 68,550 | | | | | $ | 5,345 | | $ | 187,145.00 |
ITT SHERATON | | | | | | | | | $ | 3,417 | | | | | | | | | | | | | | | | | | | $ | 3,416.66 |
LOCKHEED MARTIN CORP | | | | | | | | | $ | 38,500 | | | | | | | | | | | | | | | | $ | 50,996 | | $ | 89,496.00 |
MASTERCARD INTERNATIONAL INC | | $ | 41,161 | | | $ | 23,933 | | $ | 406,590 | | $ | 474,570 | | | | | | | $ | 84,368 | | | | | $ | 89,330 | | $ | 1,054,858.24 |
MasterCard International Incorporat | | $ | 2,531 | | | $ | 2,531 | | $ | 30,377 | | | | | | | | | | | | | | | | $ | 9,073 | | $ | 39,450.00 |
MERRILL LYNCH | | | | | | $ | 5,825 | | $ | 8,300 | | $ | 17,500 | | | | | | | | | | | | | $ | 1,000 | | $ | 26,800.01 |
Register.com | | | | | | | | | | | | $ | 23,202 | | | | | | | | | | | | | | | | | |
RUESCH INTERNATIONAL | | $ | 2,156 | | | $ | 2,156 | | $ | 25,872 | | $ | 30,000 | | | | | | | | | | | | | $ | 7,728 | | $ | 63,600.00 |
State Street Bank and Trust Company | | $ | 4,233 | | | $ | 11,733 | | $ | 85,036 | | | | | | $ | (24,163 | ) | | | | | $ | 27,300 | | $ | 18,847 | | $ | 107,020.09 |
SWISSCOM AG BERN | | | | | | | | | $ | 26,950 | | | | | | | | | | | | | | | | $ | 8,050 | | $ | 35,000.00 |
Texas Department of Transportation | | $ | 1,829 | | | $ | 1,829 | | $ | 21,945 | | | | | | | | | | | | | | | | $ | 6,555 | | $ | 28,500.00 |
THE DREYFUS CORPORATION | | $ | 1,059 | | | $ | 1,059 | | $ | 11,839 | | $ | 10,000 | | | | | | | | | | | | | $ | 3,536 | | $ | 25,374.75 |
TRIGON BLUE CROSS BLUE SHIELD | | $ | 1,283 | | | $ | 1,283 | | $ | 15,400 | | $ | 29,750 | | | $ | 34,500 | | | | | | | | | $ | 4,600 | | $ | 84,250.00 |
USDatacenters | | | | | | | | | $ | — | | | | | | | | | | | | | | | | | | | $ | — |
Verizon | | $ | 2,579 | | | $ | 2,579 | | $ | 30,571 | | | | | | | | | | | | | | | | $ | 7,787 | | $ | 38,357.66 |
Verizon Data Services-GTE EIPS | | | | | | | | | $ | 11,220 | | $ | 999 | | | | | | | | | | | | | $ | 2,530 | | $ | 14,749.00 |
Virtual Purchase Card | | | | | | | | | $ | 38,118 | | | | | | | | | | | | | | | | $ | 41,387 | | $ | 79,504.98 |
GTE WIRELESS OF THE SOUTH INC | | $ | 2,310 | | | $ | 2,310 | | $ | 5,291 | | $ | 375 | | | | | | | | | | | | | $ | 1,580 | | $ | 7,245.65 |
Bristol Myers Squibb | | | | | | | | | $ | 3,080 | | | | | | | | | | | | | | | | $ | 920 | | $ | 4,000.00 |
Banexco Banco Universal | | | | | | $ | 2,593 | | $ | 2,593 | | | | | | | | | | | | | | | | $ | 2,161 | | $ | 4,753.79 |
Banco Mercantil | | | | | | $ | 8,645 | | $ | 8,645 | | | | | | | | | | | | | | | | $ | 2,582 | | $ | 11,226.54 |
| | | $ | 94,555 | | | $ | 107,252 | | $ | 1,515,962 | | $ | 1,420,040 | | | $ | 21,287 | | | $ | 162,118 | | $ | 27,300 | | $ | 603,130 | | $ | 3,749,837.25 |
Exhibits
Execution Copy
SCHEDULE 3(I)
CUSTOMER CONTRACTS
Those written customer agreements made available to the Buyer with the following entities:
Adobe — Agreement dated September 30, 1999.
Akamai – Express Certificate Service Agreement dated October 10, 2002.
AMEX – Amended and Restated Master Agreement for Electronic Commerce dated September 23, 1999 as modified by Amendment No. 2 dated June 10, 2002 and Amendment No. 3 dated December 17, 2002.
Atrion Networking – Express Certificate Service Agreement dated December 16, 2001 as modified by Amendment dated April 1, 2002.
Banc One – Agreement dated March 24, 2000.
Banco Mercantile – Master Agreement dated September 25, 2002
Banesco – Master Agreement dates October 1, 2002
CIGNA – Master Agreement for Baltimore Services dated December 19, 2000 and the related License and Maintenance and Support Agreements.
Crosshair Technologies – Agreement dated November 17, 2000.
Dictaphone – Agreement dated March 18, 2003.
Dreyfus – Enterprise Access License Agreement dated December 18, 1998
GTE Data Services – Agreement dated September 22, 1998 as modified by Amendment dated May 14, 2001.
GTE Internetworking – Agreement dated March 1, 1998.
GTE TSI – Agreement dated March 8, 2000.
GTE Wireless – Agreement dated October 23, 1998.
Ingenix – Agreements dated September 25, 2001 and November 1, 2001.
ITT Sheraton (Starwood) – Agreement dated October 10, 2001.
Mastercard International – Agreement dated February 10, 1997, as amended and supplemented, and all related agreements
Exhibits
Execution Copy
Merrill Lynch – Agreement dated September 3, 1999.
Nokia – Root Key and Hosting Services Agreement dated November 1, 2000
Orange SA – Express Service Agreement dated November 21, 2002
Ruesch International – Agreement dated February 5, 1999.
State Street – Agreement dated July 31, 2001.
Swisscom – March 24, 1998
Texas DOT – Agreement dated March 15, 2000.
Trigon BC/BS (Anthem) – Agreement dated June 28, 1999 and Master Professional Services Agreement dated June 13, 2003.
Verizon (Bell Atlantic) – Agreement dated August, 1999.
Exhibits
Execution Copy
SCHEDULE 3(J)
INCLUDED LICENSESAND MAINTENANCE AGREEMENTS
Those license agreements with the entities listed under the heading “Vendor” related to the products listed under the heading “Product” and the ongoing maintenance and support agreements related thereto:
| | |
| Vendor | | Product |
|
Cisco | | IOS |
Chrysalis | | Luna CA 3 |
Ncipher | | Nsafe |
Checkpoint | | Firewall-1 |
NFR | | IDS |
EMC | | Legato |
HP | | OpenView |
RSA | | SecurID |
NSI | | DoubleTake |
Tripwire | | Tripwire |
Spyrus | | Lynx |
Baltimore | | Unicert |
Baltimore | | Select Access |
Baltimore | | CMS |
Baltmore | | SureWare Keyper |
Baltimore | | MBB |
Oracle | | Oracle |
MicroSoft | | NT4.0 Server |
MicroSoft | | Win2K Server |
StoneSoft | | Stone Beat |
Sun | | Solaris |
Sun | | Iplanet |
| | | perforce |
| | | clear case |
| | | clear quest |
Exhibits
Execution Copy
SCHEDULE 3(K)
LITIGATION
None
Exhibits
Execution Copy
Schedule 5(f)
BUSINESS EMPLOYEES
| 10. | | Raygorodsky, Vladimir |
