REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
June 14, 2000, by and between Wire One Technologies, Inc., a Delaware
corporation (the "Company"), and the undersigned investors (each, an "Investor"
and, collectively, "the Investors").
WHEREAS, in connection with the Preferred Stock and Warrant
Purchase Agreement by and among the parties hereto of even date herewith (the
"Purchase Agreement"), the Company has agreed, upon the terms and subject to the
conditions contained therein, to issue and sell to the Investors (i) 2,450
shares of its Series A Convertible Preferred Stock (the "Preferred Stock") that
are convertible into shares (the "Conversion Shares") of the Company's common
stock, par value $.0001 per share (the "Common Stock"), upon the terms and
subject to the limitations and conditions set forth in the Certificate of
Designations, Rights, Preferences, Privileges and Restrictions with respect to
the Preferred Stock (the "Certificate of Designations") and (ii) warrants (the
"Warrants") to acquire 857,500 shares of Common Stock (the "Warrant Shares")
issued to the Investors upon the terms and conditions and subject to the
limitations and conditions set forth in the Warrants dated June 14, 2000; and
WHEREAS, to induce the Investors to execute and deliver the
Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended (the "Act"), and applicable
state securities law.
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Definitions. For the purposes of this Agreement:
The term "Affiliate" means, with respect to any
person or entity, any other person or entity directly or indirectly controlling,
controlled by or under common control with the first such person or entity.
The term "Closing Date" means the date of the Closing
as such term is defined in the Purchase Agreement.
The term "current market value" means the
volume-weighted average sale price per share of Common Stock as reported by
Bloomberg Information Services, Inc. for the 30 consecutive trading days ending
one day prior to the date of determination.
The term "Holder" means a holder of Registrable
Securities or, unless the context otherwise requires, securities convertible
into or exercisable for Registrable Securities.
The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement.
The term "Registrable Securities" means the
Conversion Shares and the Warrant Shares, and any shares of capital stock issued
or issuable in respect of the foregoing as a result of any stock split, stock
dividend, recapitalization, reclassification, exchange, combination, merger,
consolidation, distribution or similar event; provided, however, that an
Investor's Registrable Securities shall cease to be Registrable Securities when
and to the extent that (i) such Registrable Securities have been sold pursuant
to an effective registration statement under the Act, (ii) such Registrable
Securities have become eligible for resale pursuant to Rule 144(k) of the Act
(or any similar provision then in force) or another provision of Rule 144 of the
Act pursuant to which all of such Investor's Registrable Securities are eligible
for resale or (iii) such Registrable Securities have ceased to be outstanding.
The term "Registration Statement" means a
registration statement of the Company filed under the 1933 Act.
The term "SEC" means the United States Securities and
Exchange Commission.
2. Registration Rights.
2.1. Mandatory Registration. (a) The Company shall
prepare and, as soon as practicable but in no event later than forty five (45)
days after the Closing Date, file with the SEC a Registration Statement on Form
S-1 covering the resale of all of the Registrable Securities. The Company shall
use its commercially reasonable efforts to have the Registration Statement
declared effective by the SEC as soon as practicable, but in no event later than
the date which is the earlier of (i) one hundred twenty (120) days after the
Closing Date or (ii) five (5) days after receiving a "no review" status from the
SEC with respect to such Registration Statement;
(b) If the Registration Statement covering the
Registrable Securities required to be filed by the Company pursuant to Section
2.1(a) hereof is not declared effective by the SEC within 120 days after the
Closing Date, then for each month (prorated for partial months) following such
120-day period prior to the date the Registration Statement is declared
effective, the Company will issue to each Investor warrants to purchase 2% of
the amount of Purchase Price paid by such Investor pursuant to the Purchase
Agreement at an exercise price of the current market value of the Common Stock;
provided, however, that there shall be excluded from such 120-day period any
delays which are solely attibutable to changes required by the Investors in the
Registration Statement with respect to information relating to the Investors,
including, without limitation, changes to the plan of distribution, or the
failure of Investors to conduct their review of the Registration Statement
pursuant to Section 2.2(c) below in a reasonably timely manner.
2
2.2. Obligations of the Company. At such time as the
Company is obligated to file a Registration Statement with the SEC pursuant to
Section 2.1(a), the Company will use its commercially reasonable efforts to
effect the registration of the Registrable Securities in accordance with the
intended method of disposition thereof and, pursuant thereto, the Company shall:
(a) Prepare and file with the SEC a Registration
Statement with respect to the Registrable Securities no later than forty five
(45) days after the Closing Date pursuant to Section 2.1(a) and use its
commercially reasonable efforts to cause such Registration Statement relating to
the Registrable Securities to become effective as soon as possible after such
filing but in no event later than the date which is the earlier of (i) one
hundred twenty (120) days after the Closing Date or (ii) five (5) days after
receiving a "no review" status from the SEC with respect to such Registration
Statement, and keep such Registration Statement effective pursuant to Rule 415
at all times until the earlier of (i) the date as of which the Investors may
sell all of the Registrable Securities without restriction pursuant to Rule
144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on
which the Investors shall have sold all the Registrable Securities, which
Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.
(b) Prepare and file with the SEC such amendments and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of applicable law with respect to the disposition of all securities
covered by such Registration Statement.
(c) Furnish to each Holder of Registrable Securities
registering such securities such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of applicable law,
and such other documents as each such Holder may reasonably request in order to
facilitate the disposition of Registrable Securities owned by it.
(d) Use all reasonable efforts to register and
qualify the securities covered by such Registration Statement under state blue
sky laws in any U.S. jurisdictions in which such registration and qualification
is reasonably requested by any Holder; provided, however, that the Company shall
not be required in connection therewith or as a condition thereto to qualify to
do business, subject itself to general taxation or file a general consent to
service of process in any such jurisdictions.
(e) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in form
and substance reasonably satisfactory to the Company, with the managing
underwriter of such offering.
3
(f) Promptly notify the Holders: (i) when the
Registration Statement, the prospectus or any prospectus supplement related
thereto or post-effective amendment to the Registration Statement has been
filed, and, with respect to the Registration Statement or any post-effective
amendment thereto, when the same has become effective; (ii) of any request by
the SEC for amendments or supplements to the Registration Statement or related
prospectus or any written request by the SEC for additional information; (iii)
of the issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings by any person for
that purpose; and (iv) of the receipt by the Company of any written notification
with respect to the suspension of the qualification of any Registrable
Securities for sale in any jurisdiction or the initiation or overt threat of any
proceeding for such purpose.
(g) Notify the Holders, at any time when a prospectus
relating thereto is required to be delivered under applicable law, of the
happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing and at the request of any such Holder promptly
prepare and furnish to such Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
(h) Use all reasonable efforts to cause the transfer
agent to remove restrictive legends on certificates representing the securities
covered by such Registration Statement, as appropriate.
(i) Use all reasonable efforts to have the securities
covered by the Registration Statement listed on the same quotation system or
market as the Common Stock.
2.3. Furnish Information.
(a) It shall be a condition precedent to the
obligation of the Company to include any Registrable Securities of any Holder in
a Registration Statement pursuant to this Section 2 that the Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of such Registrable
Securities as shall be required to effect the registration of the Registrable
Securities held by such Holder. Any such information, or any comments on any
such information included in a draft of a Registration Statement provided to a
Holder for its comment, shall be provided to the Company within any reasonable
time period requested by the Company.
(b) Each Holder shall notify the Company, at any time
when a prospectus is required to be delivered under applicable law, of the
happening of any event
4
as a result of which the prospectus included in the applicable Registration
Statement, as then in effect, in each case only with respect to information
provided by such Holder, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing. Such Holder shall immediately upon the happening of any such event
cease using such prospectus. Any other Holders shall cease using such prospectus
immediately upon receipt of notice from the Company to that effect. If so
requested by the Company, each Holder promptly shall return to the Company any
copies of any prospectus in its possession (other than permanent file copies)
that contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing.
2.4. Expenses of Registration. The Company shall bear
and pay all reasonable expenses incurred in connection with any registration,
filing or qualification of Registrable Securities pursuant to this Section 2.
Notwithstanding the foregoing, each of the Company and the Holders shall be
required to pay and bear their own legal expenses in connection with any
registration.
2.5. Underwriting Requirements. In connection with
any underwritten offering of a Holder's Registrable Securities, the Company
shall not be required to register any Registrable Securities in connection with
an underwritten offering unless the Holder accepts the underwriters selected by
the Company and then only in such quantity as the lead managing underwriter
determines, in its good faith discretion, will not jeopardize the success of the
offering by the Company. To the extent that the lead managing underwriter will
not permit the registration of all of the Registrable Securities sought to be
registered pursuant to this Section 2, the Registrable Securities to be included
shall be apportioned among the Holders on a pro rata basis (based on the number
of shares of Common Stock proposed to be registered by each). Those Registrable
Securities that are excluded from the underwriting by reason of the managing
underwriter's marketing limitation and all other Registrable Securities not
originally requested to be so included shall not be included in such
registration and shall be withheld from the market by the Holders thereof for a
period, not to exceed 90 days, which the managing underwriter reasonably
determines necessary to effect the underwritten public offering. No Holder of
Registrable Securities shall be entitled to participate in an underwritten
offering unless such Holder enters into, and performs its obligations under, one
or more underwriting agreements and any related agreements and documents
(including an escrow agreement and/or a power of attorney with respect to the
disposition of the Registrable Securities), in the form that such Holder shall
agree to with the lead managing underwriter of the transaction. If any Holder
disapproves of the terms of any underwriting, it may elect, prior to the
execution of any underwriting agreement, to withdraw therefrom by written notice
to the Company and the lead managing underwriter. Any Registrable Securities so
withdrawn from an underwriting by such Holder shall be withdrawn from such
registration and shall not be transferred in a public distribution prior to 180
days following the effective date of the Registration Statement relating
thereto.
5
2.6. Delay of Registration. No Holder shall have any
right to obtain or seek an injunction restraining or otherwise delaying any
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 2.
2.7. Indemnification. In the event any Registrable
Securities are included in a Registration Statement under this Section 2:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder and each person, if any, who controls
such Holder within the meaning of the Act and the Securities Exchange Act of
1934, as amended (the "1934 Act"), and their respective directors, officers,
partners, employees and affiliates (each, an "Indemnified Person"), against any
losses, claims, damages, or liabilities, joint or several, to which they may
become subject insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any final prospectus contained therein or any
amendments or supplements thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and the Company will pay to each
Indemnified Person any reasonable legal or other expenses incurred by it in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 2.7(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Company, nor shall the Company be liable in any such case for
any such loss, claim, damage, liability or action to the extent that it arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission which occurs in reliance upon and in conformity
with written information furnished by a Holder expressly for use in connection
with such registration or is caused by any failure by the Holder to deliver a
prospectus or preliminary prospectus (or amendment or supplement thereto) as and
when required under the Act after such prospectus has been timely furnished by
the Company.
(b) To the extent permitted by law, each Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of the Act or the 1934 Act, against any
losses, claims, damages or liabilities (joint or several) to which any of the
foregoing persons may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon (x)
any untrue statement or alleged untrue statement contained in, or any omission
or alleged omission from, information furnished in writing to the Company by the
Holder specifically and expressly for use in any such Registration Statement or
prospectus or (y) any failure by the Holder to deliver a prospectus or
preliminary prospectus (or amendment or supplement thereto) as and when required
under the Act after such prospectus has been timely furnished by the Company.
Such Holder will pay any reasonable legal or other expenses incurred by any
Indemnified Person pursuant to this Section 2.7(b) in connection with
investigating or defending any such loss, claim,
6
damage, liability or action; provided, however, that the indemnity agreement
contained in this Section 2.7(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder.
(c) Promptly after receipt by an indemnified party
under this Section 2.7 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 2.7,
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the indemnifying parties; provided, however, that an indemnified
party (together with all other indemnified parties that may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the reasonable fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate (in the opinion of counsel to the
indemnifying party) due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party of
any liability to the indemnified party under this Section 2.7, but the omission
so to deliver written notice to the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than under
this Section 2.7.
(d) The obligations of the Company and the Holders
under this Section 2.7 shall survive the completion of any offering of
Registrable Securities under a Registration Statement pursuant to this Section
2.
(e) Notwithstanding the foregoing, the
indemnification and contribution provisions contained in the underwriting
agreement entered into in connection with the underwritten public offering shall
supercede the provisions of Section 2.7 and Section 2.8 of this Agreement.
2.8. Contribution. To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 2.7 to the fullest extent permitted by
law; provided, however, that (i) no contribution shall be made under the fault
standards set forth in Section 2.7, (ii) no seller of Registrable Securities
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation, and (iii)
contribution by any seller of Registrable Securities shall be limited in amount
to the net amount of proceeds received by such seller from the sale of such
Registrable Securities.
7
2.9. Rule 144 Reporting. With a view to making
available to the Holders the benefits of certain rules and regulations of the
SEC that permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use all reasonable efforts to:
(a) Make and keep public information available, as
those terms are understood and defined in SEC Rule 144 or any similar or
analogous rule promulgated under the Act, at all times after the effective date
of the first registration filed by the Company for an offering of its securities
to the general public;
(b) File with the SEC, in a timely manner, all
reports and other documents required of the Company under the 1934 Act; and
(c) So long as a Holder owns any Registrable
Securities, furnish such Holder forthwith upon request: a written statement by
the Company as to its compliance with the reporting requirements of said Rule
144 of the Act, and of the 1934 Act (at any time after it has become subject to
such reporting requirements); a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as a Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.
3. Miscellaneous.
3.1. Successors and Assigns. The provisions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties hereto. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and permitted assigns any
rights, remedies, obligations or liabilities under or by reason of this
Agreement. Nothing contained herein shall be construed as permitting any
transfer of any securities of the Company in violation of any applicable law or
agreement.
3.2. Assignment of Registration Rights. The rights to
cause the Company to register Registrable Securities pursuant to Section 2 may
be assigned by a Holder to a permitted transferee or assignee of Registrable
Securities which (a) is a subsidiary, parent, general partner, limited partner,
retired partner, Affiliate, beneficial owner, member or retired member of a
Holder, or (b) is a Holder's family member or trust for the benefit of an
individual Holder; provided, however, (i) the transferor shall, within ten (10)
days after such transfer, furnish to the Company written notice of the name and
address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned and (ii) such transferee shall agree
to be subject to all restrictions set forth in this Agreement.
3.3. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within such State. Each of the
Investors and the Company hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State court sitting in
8
the City of New York, Borough of Manhattan, for purposes of all legal
proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby. Each of the Investors and the Company irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum.
3.4. Waiver of Jury Trial. EACH PARTY HERETO HEREBY
WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including, without limitation,
contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. Each party hereto hereby further warrants and represents
that such party has reviewed this waiver with its legal counsel, and that such
party knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. This waiver is irrevocable, meaning that it may
not be modified either orally or in writing, and this waiver shall apply to any
subsequent amendments, supplements or modifications to (or assignments of) this
agreement. In the event of litigation, this agreement may be filed as a written
consent to a trial (without a jury) by the court.
3.5. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
3.6. Captions and Headings. The captions and headings
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.
3.7. Notices. Unless otherwise provided, any notice
or other communication required or permitted to be given or effected under this
Agreement shall be in writing and shall be deemed effective upon personal or
facsimile delivery to the party to be notified or three business days after
deposit with an internationally recognized courier service, delivery fees
prepaid, and addressed to the party to be notified at the following respective
addresses, or at such other addresses as may be designated by written notice;
provided, however, that any notice of change of address shall be deemed
effective only upon receipt.
If to the Company: Wire One Technologies, Inc.
225 Long Avenue
Hillside, NJ 07205
Attn: Richard Reiss
Phone: (973) 282-2000
Fax: (973) 282-2033
with a copy to: Morrison & Foerster LLP
1290 Avenue of the Americas
9
New York, New York 10104
Attn: Michael J.W. Rennock, Esq.
Phone: (212) 468-8000
Fax: (212) 468-7900
If to the Investors: Notice shall be sent to the person
and addressindicated on the signature
page hereof.
3.8. Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained written
consent of the Holders of at least a majority of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
departure and upon obtaining such consent will bond all Holders, including those
who did not consent; provided, however, that no amendment, modification,
supplement, waiver or consent to the departure with respect to the provisions of
Section 2.7 hereof shall be effective as against any person unless consented to
in writing by such person. Notwithstanding the foregoing, any Holder may waive
its own rights under this Agreement.
3.9. Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provisions
shall be excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
3.10. Entire Agreement. This Agreement contains the
entire understanding of the parties hereto with respect to the subject matter
contained herein, and supersedes and cancels all prior agreements, negotiations,
correspondence, undertakings and communications of the parties, oral or written,
respecting such subject matter. There are no restrictions, promises,
representations, warranties, agreements or undertakings of any party hereto with
respect to the matters contemplated hereby, other than those set forth herein or
made hereunder.
10
IN WITNESS WHEREOF, the parties, each by its duly authorized signatory,
have executed this Agreement as of the date first above written.
Wire One Technologies, Inc. INVESTORS:
Peconic Fund Ltd.
By: /s/ Richard Reiss By: Marren Ogilvie
--------------------------- --------------
Name: Richard Reiss Name: Marren Ogilvie
Title: President and CEO Title: General Counsel of
Ramius Capital Group, its
investment advisor
Address: 666 Third Avenue, 26th Floor
New York, New York 10017
Facsimile: 212.845.7995
Telephone: 212.845.7909
11
WIRE ONE TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
Counterpart Signature Page
INVESTORS:
Adrien W. Mauerman Test Trust
By: /s/ George S. Mauerman
----------------------
Name: George S. Mauerman
Title: Trustee
Address: P.O. Box 116427
Carrollton, Texas 75011
Facsimile: 815-846-8597
Telephone: 815-896-8813
/s/ Matthew Balk
----------------
Name: Matthew Balk
Address: 245 Park Avenue, 44th Floor
New York, New York 10167
Facsimile: 212.856.5709
Telephone: 212.856.5700
/s/ Stephen D. Barrett
----------------------
Name: Stephen D. Barrett
Address: One Boston Place
Boston, MA 02108
Facsimile: 617.788.9581
Telephone: 617.277.3100
12
Counterpart Signature Page
INVESTORS:
Baystar Capital, L.P.
By: /s/ Michael A. Roth
-------------------
Name: Michael A. Roth
Title: Partner
Address: 1500 W. Market St., Suite 200
Mequon, WI 53092
Facsimile:
Telephone:
Baystar International, LTD.
By: /s/ Michael A. Roth
-------------------
Name: Michael A. Roth
Title: Partner
Address: 1500 W. Market St., Suite 200
Mequon, WI 53092
Facsimile:
Telephone:
/s/ Spence Beal
---------------
Name: Spence Beal
Address: 6726 E. Northwest Highway
Dallas, Texas 75231
Facsimile:
Telephone: 214.454.7293
13
Counterpart Signature Page
INVESTORS:
/s/ Ivan Berkowitz
------------------
Name: Ivan Berkowitz
Address: 1790 Broadway, #1500
New York, New York 10019
Facsimile: 212.757.3423
Telephone: 212.757.3333
Carnes Investment
By: /s/ Jon Richard Carnes
----------------------
Name: Jon Richard Carnes
Title:
Address:2204 Madagascar Lane
Las Vegas, Nevada 89117
Facsimile: 702.214.8491
Telephone: 702.214.8490
Castle Creek Partners, LLC
By: /s/ Fred Goldman
----------------
Name: Fred Goldman
Title: Member
Address: 77 W. Wacker Drive, Ste. 4040
Chicago, Illinois 60601
Facsimile: 312.499.6999
Telephone: 312.499.6400
14
Counterpart Signature Page
INVESTORS:
Cranshire Capital LLP
By: /s/ Illegible
--------------------------------------
Name:
Title: President - Downsview Capital
Address: 666 Dundee Park, Suite 1901
Northbrook, IL 60062
Facsimile: 847.562.9031
Telephone: 847.562.9030
/s/ Eric R. Elliott
-------------------
Name: Eric R. Elliott
Address: 2875 Pine Tree Drive
Miami Beach, Florida 33140
Facsimile: 305.538.5655
Telephone: 305.534.7400
Global Euronet Group, Inc.
By: /s/ Christopher D. Jennings
---------------------------
Name: Christopher D. Jennings
Title: Co-Chief Executive Officer
Address: 11601 Wilshire Blvd., Ste. 500
Los Angeles, CA 90025
Facsimile: 310.575.4813
Telephone: 310.575.4810
15
Counterpart Signature Page
INVESTORS:
/s/ Christopher M. Healy
------------------------
Name: Christopher M. Healy
Address: 86 Bayberry Lane
Westport, CT 06880
Facsimile: 203.222.0944
Telephone: 203.454.4671
/s/Richard & Ricki Hoffman JTWROS
---------------------------------
Name: Richard & Ricki Hoffman
JTWROS
Address: 1200 Harbor Road
Hewlett Harbor, New York 11557
Facsimile: 212.594.0630
Telephone: 212.594.0707
/s/ Michael Kooper
------------------
Name: Michael Kooper
Address: 770 Lexington Ave., 14th Fl.
New York, New York 10021
Facsimile: 212.755.0800
Telephone: 212.755.0830
16
Counterpart Signature Page
INVESTORS:
The Norman Spivock Trust
By: /s/ The Norman Spivock Trust - 1993
-----------------------------------
Name: The Norman Spivock Trust-1993
Title:
Address: c/o Dragon Capital
1 Minerva Place
Old Greenwich, CT 06870
Facsimile: 212.656.1810
Telephone: 203.613.4750
Polycom, Inc.
By: /s/ Michael R. Koury
--------------------
Name: Michael R. Koury
Title: CFO
Address: 1565 Barber Lane
Milpitas, CA 95035
Facsimile: 408-474-2955
Telephone: 408-474-2844
R&G Partners
By: /s/ Camalyn Randolph and /s/ Josh Gilbert
-----------------------------------------
Name: Camalyn Randolph & Josh Gilbert
Title: Partners
Address: 15456 Coutolene Road
Magalia, CA 95954
Facsimile: 530.873.5087
Telephone: 530.873.5083
17
Counterpart Signature Page
INVESTORS:
Reinhard Stadler Rev. Trust
By: /s/ Reinhard Stadler Rev. Trust
-------------------------------
Name:
Title:
Address: Wornser Str. 3
76185 Karlsruhe Germany
Facsimile: 972.765.1138
Telephone: 214.837.2468
/s/ Leopold Salkind
-------------------
Name: Leopold Salkind
Address: 2101 Walnut Street, Apt. 620
Philadelphia, Pennsylvania 19103
Facsimile: 215.914.2365
Telephone: 215.694.4047
The dotCOM Fund, LLC
By: /s/ Mark Rice
-------------
Name: Mark Rice
Title: Manager - Minamax LLC
Address: 666 Dundee Road, Suite 1901
Northbrook, Illinois 60062
Facsimile: 847.509.2295
Telephone: 847.509.2290
18
Counterpart Signature Page
INVESTORS:
/s/ Scott Weisman
-----------------
Name: Scott Weisman
Address: 16 Colonial Road
White Plains, New York
Facsimile: 212.856.5750
Telephone: 212.856.5709
David Wilstein and Susan WIlstein, trustees of
the Century Trust
By: /s/ David Wilstein
----------------------
Name: David Wilstein
Title: Trustee
Address: 2080 Century Park East,
Penthouse Suite
Los Angeles, CA 90067
Facsimile: 310.553.0205
Telephone: 310.553.4906
/s/ Eric Singer
----------------------
Name: Eric Singer
Address: 72 Hicks Street
Brooklyn, NY 11201
Facsimile: 212.856.5750
Telephone: 212.856.5700
/s/ Gene Salkind
----------------------
Name: Gene Salkind
Address: 1165 Wrack Rd.
Jenkintown, PA 190446-2543
Facsimile: 215.914.3165
Telephone: 212.886.8874
/s/ Robert B. Prag
----------------------
Name: Robert B. Prag
Address: 2455 El Amigo Rd.
Del Mar, CA 92014
Facsimile: 858.794.9544
Telephone: 858.794.9500
19