Exhibit 10.4
COMPANY VOTING AGREEMENT
AGREEMENT, dated as of June 9, 2002 (this "Agreement"), by and
among, Island Holding Company, Inc. (the "Company"), the stockholders of the
Company set forth on Annex A hereto (each a "Stockholder" and, collectively, the
"Stockholders") and Instinet Group Incorporated ("Parent").
WHEREAS, simultaneously with the execution of this Agreement,
Parent, Daiquiri Merger Corporation, a Delaware corporation ("Merger Sub"), and
the Company are entering into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement") providing, among other things, for the
merger of Merger Sub with the Company (the "Merger");
WHEREAS, as of the date hereof, the Stockholders are the
Beneficial Owners (as defined below) of, and have the sole right to vote and
dispose of (i) 316,719.8 shares of Class L common stock, $0.001 par value per
share, of the Company (the "Class L Common Stock") and (ii) 14,609,288.7 shares
of Class A-1 common stock, $0.001 par value per share, of the Company (the
"Class A-1 Common Stock", and together with the Class L Common Stock, the
"Company Common Stock"), in the respective amounts set forth on Annex A
(collectively, together with any additional Securities hereafter acquired by any
of the Stockholders or their controlled Affiliates, the "Subject Shares"); and
WHEREAS, as a condition to Parent's entering into the Merger
Agreement, Parent has required that the Stockholders agree, and the Stockholders
have agreed, to enter into this Agreement.
NOW, THEREFORE, to induce Parent to enter into the Merger
Agreement and in consideration of the premises herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Certain Definitions. Capitalized terms used but not defined
in this Agreement are used in this Agreement with the meanings given to such
terms in the Merger Agreement. In addition, for purposes of this Agreement:
"Affiliate" means, with respect to any specified Person, any
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified. For purposes of this Agreement, with respect to the Stockholders,
"Affiliate" shall not include the Company and the Persons that directly, or
indirectly through one or more intermediaries, are controlled by the Company.
"Ameritrade Merger Agreement" means the Amended and Restated
Agreement and Plan of Merger, dated as of May 16, 2002, by and between Datek
Online Holdings Corp. ("Datek"), Ameritrade Holding Corporation, Arrow Stock
Holding Corporation, Arrow Merger Corp. and Dart Merger Corp, as in effect from
time to time (provided that none of the provisions in such agreement relating to
the Datek Distribution shall have been amended in any respect applicable to this
Agreement without Parent's written consent).
"Beneficially Owned" or "Beneficial Ownership" with respect to
any securities means having beneficial ownership of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act, disregarding the
phrase "within 60 days" in paragraph (d)(1)(i) thereof), including pursuant to
any agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a Person shall include securities Beneficially Owned by
all Affiliates of such Person and all other Persons with whom such Person would
constitute a "Group" within the meaning of Section 13(d) of the Exchange Act and
the rules promulgated thereunder.
"Beneficial Owner" with respect to any securities means a
Person that has Beneficial Ownership of such securities.
"DGCL" means the Delaware General Corporation Law, as amended
from time to time.
"Person" means an individual, corporation, partnership,
limited liability company, joint venture, association, trust, unincorporated
organization or other entity.
"Transfer" means, with respect to a security, the sale,
transfer, pledge, hypothecation, encumbrance, assignment or disposition of such
security or the Beneficial Ownership thereof, whether directly or indirectly
(pursuant to any transaction involving a security linked to such security,
including any equity swap, put, put equivalent, collar, sale of exchangeable
security or similar transaction, the creation of a derivative security or
otherwise), the offer to make such a sale, transfer or other disposition, and
each option, agreement, arrangement or understanding, whether or not in writing,
to effect any of the foregoing. As a verb, "Transfer" shall have a correlative
meaning.
2. Stockholder Vote. Each Stockholder, severally and not
jointly, agrees that, unless this Agreement has been terminated in accordance
with its terms, (a) at such time as the Company conducts a meeting of or
otherwise seeks a vote or consent of its stockholders for the purpose of
approving and adopting the Merger Agreement and the Merger and/or the Company
Charter Amendment, it will vote or provide a consent with respect to and will
cause its controlled Affiliates to vote or provide a consent with respect to, as
the case may be, all Subject Shares then Beneficially Owned by such Stockholder
or its controlled Affiliates in favor of the Merger Agreement and the Merger
and/or the Company Charter Amendment (as applicable) and (b) it will (at any
meeting of stockholders) vote its Subject Shares against, and it will not
consent to, and will cause its controlled Affiliates to vote against and not to
consent to, any Prohibited Transaction. Without limiting the foregoing, it is
understood that the obligations under this Section 2 shall remain applicable in
respect of each meeting of stockholders of the Company duly called (or
solicitation of consents) for the purpose of approving the Merger Agreement and
the Merger and/or the Company Charter Amendment and/or any Prohibited
Transaction regardless of the position of the Company's board of directors as to
the Merger or any such Prohibited Transaction at the time of such meeting or
solicitation.
3. Grant of Irrevocable Proxy; Registration Rights; Merger
Consideration. (a) Until this Agreement is terminated, each Stockholder hereby
irrevocably appoints Parent, its officers, agents and nominees, with full power
of substitution, as proxy for and attorney in fact of the Stockholder to act
with respect to and vote the Subject Shares Beneficially Owned by the
Stockholder for and in the name, place and stead of the Stockholder at any
annual, special or other meeting of the holders of shares of Company capital
stock and at any adjournment or postponement thereof or pursuant to any written
consent in lieu of a meeting, to the fullest extent that the Subject Shares are
entitled to be voted in accordance with Section 2; provided that Parent, its
officers, agents or nominees may exercise this irrevocable proxy only if such
Stockholder fails to comply with the terms of Section 2. Each Stockholder will
cause its controlled Affiliates to grant such an irrevocable proxy with respect
to each Subject Share now Beneficially Owned or hereafter acquired by such
controlled Affiliates. In all other matters, the Subject Shares shall be voted
by and in the manner determined by the Stockholder upon at least 3 business
days' prior written notice to Parent. Each Stockholder hereby represents that he
has not heretofore granted any irrevocable proxy with respect to the Subject
Shares and hereby revokes any and all proxies which may heretofore have been
granted by such Stockholder with respect to the Subject Shares (other than,
subject to Section 17, proxies that may have been granted to another Stockholder
or as set forth on Annex A).
(b) Each Stockholder understands and acknowledges that Parent
is entering into the Merger Agreement in reliance upon the Stockholder's
execution and delivery of this Agreement. Each Stockholder hereby affirms that
the irrevocable proxy set forth in this Section 3 is given in connection with
and as an inducement for the execution by Parent of the Merger Agreement and to
secure the performance of the duties of the Stockholder under this Agreement.
Each Stockholder hereby further affirms that the irrevocable proxy is coupled
with an interest and may not be revoked. Each Stockholder hereby ratifies and
confirms all that such proxy may lawfully do or cause to be done by virtue
hereof in accordance with the provisions hereof. This proxy is executed and
intended to be irrevocable in accordance with the provisions of the DGCL.
(c) Each Stockholder agrees to take all requisite action in
its power so that as promptly as practicable after the date hereof, and in any
event no later than the expiration of Parent's October 1, 2001 Registration
Rights Agreement, a registration rights agreement will be entered into among
Reuters Limited, Reuters C Corp. and Reuters Holdings Switzerland SA, Parent,
the Stockholders and certain other Persons on the terms and conditions described
in Exhibit J to the Merger Agreement and in the manner contemplated by Section
4.17 of the Merger Agreement.
(d) Each Stockholder hereby agrees that the example of the
allocation of the Merger Consideration set forth in Exhibit 2.7(c)(i) to the
Merger Agreement accurately reflects the method of allocating such Merger
Consideration in accordance with the Company's Certificate of Incorporation.
4. Additional Covenants of the Stockholders. Each Stockholder
hereby covenants and agrees with Parent that, until this Agreement terminates
(other than as to clause (l), if such termination occurs due to the occurrence
of the Effective Time, for a period of two years following the Effective Time):
(a) Except as contemplated by the terms of this Agreement,
such Stockholder shall not, and shall cause its controlled Affiliates not to (i)
without the prior written consent of Parent, Transfer or consent to Transfer (A)
any or all of the Subject Shares or (B) other than as contemplated by the
Ameritrade Merger Agreement, any or all of the shares of capital stock of Datek
Beneficially Owned by such Stockholder that represent only the right to receive
or acquire shares of Company Common Stock (including, without limitation, the
Class X Common Stock, par value $0.001 per share, of Datek), unless (in the case
of this clause (B)) the transferee agrees to be bound by this Agreement and the
Stockholders Agreement, (ii) reduce such Stockholder's risk (economic or
otherwise) relative to the shares of Parent Common Stock to be received in the
Merger in respect of Subject Shares Beneficially owned by it (including pursuant
to any transaction involving a security linked to Parent Common Stock, including
any equity swap, put, put equivalent, collar, sale of exchangeable security or
similar transaction, the creation of a derivative security or otherwise), (iii)
grant any proxy or power-of-attorney with respect to any such Subject Shares
other than pursuant to this Agreement (except as set forth on Annex A) or (iv)
take any other action that would have the effect of preventing, impeding,
interfering with or adversely affecting its ability to perform its obligations
under this Agreement.
(b) In the event of a stock dividend or distribution, or any
change in the capital stock of the Company by reason of any stock dividend or
distribution, split-up, recapitalization, combination, exchange of shares or the
like (excluding the Merger), the term "Subject Shares" shall be deemed to refer
to and include the Subject Shares as well as all such stock dividends and
distributions and any securities into which or for which any or all of the
Subject Shares may be changed or exchanged or which are received in such
transaction.
(c) In his, her or its capacity as a stockholder of the
Company, such Stockholder shall not, nor shall such Stockholder permit any
controlled Affiliate of such Stockholder to, nor shall such Stockholder act in
concert with or permit any controlled Affiliate to act in concert with any
Person to make, or in any manner participate in, directly or indirectly, a
"solicitation" of "proxies" (as such terms are used in the rules of the
Securities and Exchange Commission) or powers of attorney or similar rights to
vote, or seek to advise or influence any Person with respect to the voting of
any Securities in connection with any vote or other action on any matter in a
manner inconsistent with recommending that stockholders of the Company vote (x)
in favor of adoption of the Merger Agreement and approval of the Merger and the
Company Charter Amendment and otherwise as expressly provided by this Agreement
or (y) against a Prohibited Transaction.
(d) Such Stockholder shall not, nor shall such Stockholder
permit any controlled Affiliate of such Stockholder to, nor shall such
Stockholder act in concert with or permit any controlled Affiliate to act in
concert with any Person to, deposit any Securities in a voting trust or subject
any Securities to any arrangement or agreement with any Person with respect to
the voting of such Securities, except as expressly provided by this Agreement
(except as set forth on Annex A).
(e) Such Stockholder will take all action necessary to (i)
permit (x) the shares of Company Common Stock Beneficially Owned by such
Stockholder to be acquired in the Merger and (y) the voting of such shares in
accordance with the terms of this Agreement and (ii) prevent creditors in
respect of any pledge of such shares from exercising their rights under such
pledge in a manner inconsistent with the terms of this Agreement.
(f) Such Stockholder shall not, and shall cause its controlled
Affiliates and representatives not to, directly or indirectly, solicit,
initiate, facilitate or encourage any inquiries or proposals from, discuss or
negotiate with, or provide any non-public information to, any Person relating to
any Prohibited Transaction.
(g) Unless required by applicable law, such Stockholder shall
not, and shall cause its controlled Affiliates not to, make any press release,
public announcement or other public communication with respect to the business
or affairs of the Company or Parent, including this Agreement and the Merger
Agreement and the transactions contemplated hereby and thereby, without the
prior written consent of Parent.
(h) Such Stockholder will (i) use all reasonable efforts to
cooperate with the Company, Parent and Merger Sub in connection with the
transactions contemplated by the Merger Agreement, (ii) promptly take such
actions as are necessary or appropriate to consummate such transactions, and
(iii) provide any information reasonably requested by the Company, Parent and
Merger Sub for any regulatory application or filing (including any registration
statement) made or approval sought for such transactions.
(i) Such Stockholder hereby irrevocably waives, and agrees not
to exercise, its appraisal rights pursuant to Section 262 of the DGCL in respect
of its Subject Shares in connection with the Merger Agreement and the
transactions contemplated thereby.
(j) Other than the Company Charter Amendment, such Stockholder
shall not consent to, and shall cause its controlled Affiliates not to consent
to, any amendment to the certificate of incorporation of the Company or any
other change in the share capital structure of the Company, including the filing
of any certificate of designations relating to preferred stock.
(k) Such Stockholder shall take all requisite action in its
power to prevent the conversion of the Class L Shares into Class A Shares.
(l) Such Stockholder, if a Bain Holder, a Silver Lake Holder
or a TA Holder, shall not, and shall cause its controlled Affiliates not to,
without the prior written consent of Parent, Transfer or consent to Transfer any
or all of the shares of capital stock of Datek Beneficially Owned by such
Stockholder that represent an indirect interest in capital stock of the Company
or Parent (other than capital stock referred to in Section 4(a)(i)(B)) unless
the transferee agrees to be bound by the Datek Stockholders Agreement to the
same extent applicable to Datek with respect to any Company Common Stock
received by such transferee (and successive transferees will also be required to
agree to be bound) with respect to such shares of capital stock of Datek or any
Parent Common Stock issuable in exchange therefor.
5. Representations and Warranties of the Stockholders. Each
Stockholder hereby represents and warrants to Parent that:
(a) (i) The Subject Shares listed on Annex A opposite the
Stockholder's name are the only shares of capital stock of the Company,
securities convertible into capital stock of the Company, or other rights in
respect of capital stock of the Company (collectively, "Securities")
Beneficially Owned or owned of record by the Stockholder or its controlled
Affiliates on the date hereof; (ii) such Stockholder has valid title to such
Subject Shares, free and clear of all liens, claims, charges, options, proxies,
security interests and encumbrances of any kind whatsoever (except as
contemplated by this Agreement), and none of such Subject Shares is subject to
any pledge or any voting trust or other agreement or arrangement (except as
created by this Agreement, as set forth on Annex A or except, subject to Section
17, as may have the effect of conferring voting power on another Stockholder)
with respect to the voting of such Subject Shares; and (iii) neither the
Stockholder nor any of its controlled Affiliates presently owns any options to
purchase or rights to subscribe for or otherwise acquire any other Securities
except as set forth in Annex A.
(b) The Stockholder has full right, power and authority to
execute and deliver this Agreement and to perform all of such Stockholder's
obligations hereunder, and such execution, delivery and performance have been
duly authorized by all requisite action of the Stockholder and no other
proceedings or actions are necessary therefor.
(c) This Agreement has been duly and validly executed and
delivered by the Stockholder and represents a valid and legally binding
obligation of the Stockholder, enforceable against the Stockholder in accordance
with its terms.
(d) The execution, delivery and performance of this Agreement
by the Stockholder will not constitute a violation of, conflict with, require
any consent (not yet obtained) under or result in a default (whether with notice
or lapse of time or both) under (i) any of its Constituent Documents or any
contract, understanding or arrangement to which the Stockholder is a party or by
which the Stockholder or the Subject Shares are bound, (ii) any judgment,
injunction, decree or order applicable to the Stockholder, or (iii) any
applicable law, statute, rule or regulation.
6. Representations, Warranties and Covenants of Parent. Parent
hereby represents and warrants to the Stockholders that (i) Parent has full
corporate right, power and authority to execute and deliver this Agreement and
to perform its obligations hereunder, (ii) such execution, delivery and
performance have been duly authorized by all requisite corporate action by
Parent, and no other corporate proceedings or actions are necessary therefor,
(iii) this Agreement has been duly and validly executed and delivered by Parent
and represents a valid and legally binding obligation of Parent, enforceable
against Parent in accordance with its terms, and (iv) the execution, delivery
and performance of this Agreement by Parent will not constitute a violation of,
conflict with, require any consent (not yet obtained) under or result in a
default (whether with notice or lapse of time or both) under (A) any of its
Constituent Documents or any contract, understanding or arrangement to which
Parent is a party or by which it is bound, (B) any judgment, injunction, decree
or order applicable to Parent, or (C) any applicable law statute, rule or
regulation.
7. Termination. This Agreement, other than the obligations set
forth in Section 9 and Section 4(l), shall terminate at the earlier of the
Effective Time or immediately upon termination of the Merger Agreement pursuant
to its terms.
8. Severability. Any term, provision, covenant or restriction
contained in this Agreement held by a court or other Authority of competent
jurisdiction to be invalid, void or unenforceable shall be ineffective to the
extent of such invalidity, voidness or unenforceability, but neither the
remaining terms, provisions, covenants or restrictions contained in this
Agreement nor the validity or enforceability thereof in any other jurisdiction
shall be affected or impaired thereby. Any term, provision, covenant or
restriction contained in this Agreement that is so found to be so broad as to be
unenforceable shall be interpreted to be as broad as is enforceable.
9. Expenses. Costs and expenses incurred in connection with
the transactions contemplated hereunder shall be paid in accordance with Section
8.7 of the Merger Agreement. Each Stockholder hereby consents to the payment by
the Company of certain expenses incurred by certain stockholders of the Company
as provided in Section 8.7 of the Merger Agreement.
10. Entire Agreement. This Agreement (including the documents
and the instruments referred to herein) constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, agreements or representations by or between the
parties, written and oral, with respect to the subject matter hereof and
thereof.
11. Successors; No Third Party Beneficiaries. The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any party (whether by operation of law or otherwise) without the
prior written consent of the other parties. Nothing in this Agreement, expressed
or implied, is intended to confer upon any party, other than the parties hereto
and their respective successors and assigns, any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided herein.
12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or dispatched by a nationally recognized
overnight courier service to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
(a) if to Parent, to:
Instinet Group Incorporated
3 Times Square
New York, New York 10036
Fax: (646) 223-9017
Attention: Paul Merolla, Esq.
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Fax: (212) 225-3999
Telephone: (212) 225-2000
Attention: Yvette P. Teofan, Esq.
(b) if to a Stockholder:
to its address set forth on Annex A
(c) if to the Company, to:
Island Holding Company, Inc.
50 Broad Street
New York, New York 10004
Facsimile: (212) 231-5945
Attention: Matt Andresen
and
Ropes & Gray
One International Place
Boston, MA 02110
Telephone: (617) 951-7372
Facsimile: (617) 951-7050
Attention: Alfred O. Rose, Esq.
13. Counterparts. This Agreement may be executed in
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
14. Specific Performance. The parties hereto agree that if for
any reason Parent or any Stockholder shall have failed to perform its respective
obligations under this Agreement, then the party hereto seeking to enforce this
Agreement against such non-performing party shall be entitled to specific
performance and injunctive and other equitable relief, and the parties hereto
further agree to waive any requirement for the securing or posting of any bond
and the defense of adequacy of a remedy at law in connection with the obtaining
of any such injunctive or other equitable relief. This provision is without
prejudice to any other rights that any party hereto may have against any other
party hereto for any failure to perform its obligations under this Agreement.
15. Governing Law. This Agreement shall be governed by the
laws of the State of New York applicable to contracts made and to be performed
entirely in such State, except to the extent that the Delaware General
Corporation Law applies as a result of the Company being a Delaware corporation.
16. Waiver and Amendment. Any provision of this Agreement may
be waived at any time by the party that is entitled to the benefits of such
provision. This Agreement may not be modified, amended, altered or supplemented
except upon the execution and delivery of a written agreement executed by the
parties hereto,
17. Additional Subject Shares. Notwithstanding the provisions
of Section 16, in the event that any Stockholder or any of its controlled
Affiliates acquires, or acquires Beneficial Ownership over, any additional
Securities (including as a result of a distribution or other Transfer by Datek
as contemplated by the Ameritrade Merger Agreement), (i) such Stockholder shall
promptly notify Parent in writing of such acquisition and (ii) such Securities
shall, without further action of the parties, be subject to the provisions of
this Agreement, and Annex A will be deemed amended accordingly. The parties
agree that any Securities in respect of which a Stockholder is (or has been)
granted a proxy by another Stockholder or Datek shall constitute Subject Shares
of the Stockholder to whom such proxy is granted.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the date first above written.
ISLAND HOLDING COMPANY, INC.
By:
--------------------------------------
Name:
Title:
INSTINET GROUP INCORPORATED
By:
--------------------------------------
Name: Mark Nienstedt
Title: Chief Executive Officer
FINANZAS B.V. (as assignee of Europatweb N.V.)
By:
-----------------------------------------
Name:
Title:
TA/ADVENT VIII, L.P. ADVENT ATLANTIC & PACIFIC III,
L.P.
By: TA Associates VIII, LLC, By: TA Associates AAP III
its General Partner Partners, L.P., its
General Partner
By: TA Associates, Inc., its Manager By: TA Associates, Inc.,
its General Partner
By: By:
----------------------------- -----------------------------
Name: Name:
Title: Title:
TA ATLANTIC & PACIFIC IV, L.P. TA EXECUTIVES FUND, LLC
By: TA Associates AP IV Partners, L.P., By: TA Associates, Inc.,
its General Partner its Manager
By:
-----------------------------
By: TA Associates, Inc., its General Partner Name:
Title:
By:
-----------------------------
Name:
Title:
TA INVESTORS, LLC TA IX, L.P.
By: TA Associates, Inc., its Manager By: TA Associates IX, LLC,
its General Partner
By:
----------------------------- By: TA Associates, Inc.,
Name: its Manager
Title:
By:
-----------------------------
Name:
Title:
1998 GPH FUND, LLC
By:
-----------------------------
Name:
Title:
GPH DT PARTNERS
By:
-----------------------------
Name:
Title:
2000 EXCHANGE PLACE FUND, LLC
By:
-----------------------------
Name:
Title:
BAIN CAPITAL FUND VII, LLC
BAIN CAPITAL VII COINVESTMENT FUND, LLC
By: Bain Capital Partners VII, L.P.,
their General Partner
By: Bain Capital Investors, LLC,
its General Partner
By:
-----------------------------
Name:
Title:
BCI DATEK INVESTORS, LLC
By:
-----------------------------
Name:
Title:
BCIP ASSOCIATES II
BCIP ASSOCIATES II-B
BCIP TRUST ASSOCIATES II
BCIP TRUST ASSOCIATES II-B
By: Bain Capital Investors, LLC,
their Managing Partner
By:
-----------------------------
Name:
Title:
SILVER LAKE Partners, L.P.
By: Silver Lake Technology Associates, L.L.C.,
its General Partner
By:
-----------------------------
Name:
Title:
SILVER LAKE INVESTORS, L.P.
By: Silver Lake Technology Associates, L.L.C.,
its General Partner
By:
-----------------------------
Name:
Title:
SILVER LAKE TECHNOLOGY INVESTORS, L.L.C.
By: Silver Lake Technology Management, L.L.C.,
its Managing Member
By:
-----------------------------
Name:
Title:
ADVENT GLOBAL GECC LIMITED PARTNERSHIP
By: Advent Global Management Limited Partnership,
its General Partner
By: Advent International Limited Partnership,
its General Partner
By: Advent International Corporation,
its General Partner
By: ____________________________
Name:
Title:
ADVENT PGGM GLOBAL LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-A LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-B LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-C LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-D C.V.
DIGITAL MEDIA & COMMUNICATIONS III-E C.V.
GLOBAL PRIVATE EQUITY III LIMITED PARTNERSHIP
GLOBAL PRIVATE EQUITY IV LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
its General Partner
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
ADVENT PARTNERS DMC III LIMITED PARTNERSHIP
ADVENT PARTNERS GPE III LIMITED PARTNERSHIP
ADVENT PARTNERS (NA) GPE III LIMITED PARTNERSHIP
ADVENT PARTNERS LIMITED PARTNERSHIP
ADVENT PARTNERS GPE IV LIMITED PARTNERSHIP
ADVENT PARTNERS (NA) GPE IV LIMITED PARTNERSHIP
By: Advent International Corporation,
its General Partner
By:
-----------------------------
Name:
Title:
FIRST UNION CAPITAL PARTNERS, LLC
By:
-----------------------------
Name:
Title:
GUAYACAN PRIVATE EQUITY FUND LIMITED PARTNERSHIP
By: Advent-Morro Equity Partners, Inc.,
its General Partner
By:
-----------------------------
Name:
Title:
Annex A
[See attached]