Exhibit 10.33
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PREFERRED STOCK PURCHASE AGREEMENT
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BLUESTONE SOFTWARE, INC.
Sale of
Series C Convertible Preferred Stock
May 25, 1999
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TABLE OF CONTENTS
SECTION 1 . AUTHORIZATION OF CAPITAL STOCK..................................................................1
SECTION 2 . PURCHASE AND SALE OF STOCK......................................................................1
2.1 Purchasers of Series C Preferred Stock..........................................................1
2.2 Closing.........................................................................................2
SECTION 3 . REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................................................2
3.1 Organization....................................................................................2
3.2 Subsidiaries....................................................................................2
3.3 Capital Stock...................................................................................2
3.4 Authorization...................................................................................3
3.5 Valid Issuance..................................................................................3
3.6 No Consents Required; No Violation of Laws......................................................4
3.7 Qualification To Do Business....................................................................4
3.8 Absence of Defaults, Conflicts, Etc.............................................................4
3.9 Disclosure Materials, Financial Statements, Material Liabilities................................5
3.10 Indebtedness....................................................................................5
3.11 Absence of Certain Developments.................................................................5
3.12 Contracts, Agreements...........................................................................6
3.13 Compliance with Law.............................................................................6
3.14 Pending Actions.................................................................................6
3.15 Tax Matters.....................................................................................6
3.16 Employees.......................................................................................6
3.17 Employee Benefit Plans..........................................................................7
3.18 Intellectual Property Rights....................................................................7
3.19 Title to Tangible Assets; Leasehold Interests...................................................8
3.20 Insurance.......................................................................................8
3.21 Transactions with Related Parties...............................................................9
3.22 Interest in Competitors.........................................................................9
3.23 Registration Rights.............................................................................9
3.24 Disclosure Materials............................................................................9
SECTION 4 . REPRESENTATIONS AND WARRANTIES OF PURCHASERS....................................................9
4.1 Authorization...................................................................................9
4.2 Investment for Own Account......................................................................9
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4.3 Offering Exemption.............................................................................10
4.4 Knowledge and Experience; Ability to Bear Economic Risks.......................................10
4.5 Limitations on Disposition.....................................................................10
4.6 Residence......................................................................................11
4.7 Representations and Warranties as of Closing Date..............................................11
4.8 Purchaser Questionnaire........................................................................11
4.9 Residence......................................................................................11
4.10 Representations and Warranties as of Closing Date..............................................12
SECTION 5 . PURCHASERS' CLOSING CONDITIONS.................................................................12
5.1 Representations and Warranties.................................................................12
5.2 Compliance with Agreement......................................................................12
5.3 Officer's Certificates.........................................................................12
5.4 Certificate; Shareholder Action................................................................12
5.5 Other Agreements...............................................................................12
5.6 Legal Opinion..................................................................................12
5.7 Injunction.....................................................................................13
5.8 Legal Investment...............................................................................13
SECTION 6 . COMPANY'S CLOSING CONDITIONS...................................................................13
6.1 Representations and Warranties.................................................................13
6.2 Compliance with Agreement......................................................................13
6.3 Other Agreements...............................................................................13
6.4 Approval of Proceedings........................................................................13
6.5 Injunction.....................................................................................13
6.6 Legal Investment...............................................................................13
SECTION 7 . COVENANTS......................................................................................14
7.1 Financial and Business Information.............................................................14
7.2 Confidentiality................................................................................15
7.3 Resale of Securities...........................................................................15
7.4 Regulation D Filing............................................................................16
7.5 Further Assurances.............................................................................16
SECTION 8 . INTERPRETATION OF THIS AGREEMENT...............................................................16
8.1 Defined Terms..................................................................................16
8.2 Directly or Indirectly.........................................................................17
8.3 Governing Law..................................................................................17
8.4 Section Headings...............................................................................17
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SECTION 9 . MISCELLANEOUS..................................................................................17
9.1 Notices........................................................................................17
9.2 Expenses.......................................................................................18
9.3 Reproduction of Documents......................................................................18
9.4 Successors and Assigns.........................................................................19
9.5 Entire Agreement; Disclosure Schedules; Amendment and Waiver...................................19
9.6 Counterparts...................................................................................19
9.7 Survival.......................................................................................19
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Exhibits
A Form of Third Amended and Restated Certificate of Incorporation
B Form of Escrow Agreement
C Form of Second Restated First Refusal and Co-Sale Agreement
D Form of Second Restated Investors' Rights Agreement
Schedules
2.1 Name and Address of Purchasers
3.3 Capital Stock
3.10 Security Interests
3.16 Employment and Severance Agreements
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PREFERRED STOCK PURCHASE AGREEMENT
This Agreement is made and entered into as of the 25th day of May,
1999, by and between Bluestone Software, Inc., a Delaware corporation (the
"Company"), and those individuals and entities listed on SCHEDULE 2.1 attached
hereto ("Purchasers"). Certain capitalized terms used in this Agreement are
defined in Section 8.1.
In consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereby agree as follows:
SECTION 1 . AUTHORIZATION OF CAPITAL STOCK.
The Company's Board of Directors has authorized the filing of the Third
Amended and Restated Certificate of Incorporation which includes, among other
things, the preferences and rights of the Series C Preferred Stock (the
"Certificate") in the form of EXHIBIT A attached hereto, creating a new series
of preferred stock consisting of 9,191,176 shares of Series C Preferred Stock,
par value $.001 per share (the "Series C Preferred Stock"). The terms,
limitations and relative rights and preferences of the Series C Preferred Stock
are set forth in the Certificate.
SECTION 2 . PURCHASE AND SALE OF STOCK.
2.1 PURCHASERS OF SERIES C PREFERRED STOCK. Subject to the terms and
conditions set forth in this Agreement and in reliance upon the representations
set forth below, on the Closing Date (as defined below) the Company will sell to
Purchasers, and Purchasers will purchase from the Company at a purchase price
equal to $2.72 per share, up to 9,191,176 shares of Series C Preferred Stock for
an aggregate purchase price of up to $25,000,000. Such sale and purchase shall
be effected on the Closing Date by the Company executing and delivering to
Purchasers, duly registered in Purchasers' name, duly executed stock
certificates evidencing the Series C Preferred Stock to be purchased under this
Agreement, against delivery by Purchasers to the Company of (a) those certain
Convertible Notes, dated April 2, 1999 and May 3, 1999, in the aggregate
principal amount of $1,350,000 made by the Company in favor of certain of the
holders of the Series B Preferred Stock, which notes shall be canceled and
deemed paid in full, and (b) an aggregate of up to $23,650,000 payable by
Purchasers. Each Purchaser will purchase the number of shares of Series C
Preferred Stock set forth on SCHEDULE 2.1 beside such Purchaser's name. Each
Purchaser agrees to pay the amount set forth on SCHEDULE 2.1 beside such
Purchaser's name by wire transfer payable to the order of Pepper Hamilton LLP,
as escrow agent for the Company, pursuant to an Escrow Agreement in the form of
EXHIBIT B attached to this Agreement, for the benefit of the Company. As soon as
practicable following each Closing, the Company will deliver to each Purchaser a
certificate registered in the Purchaser's name evidencing the number of shares
of Series C Preferred Stock set forth opposite the Purchaser's name on SCHEDULE
2.1 dated as of the Closing Date.
2.2 CLOSING. The closing of the sale and purchase referred to in
Section 2.1 (the "Closing") shall take place at 10:00 A.M., Eastern Standard
time, on May 25, 1999, or such other date as Purchasers and the Company may
mutually agree in writing (the "Closing Date"), at the offices of Pepper
Hamilton LLP, 1235 Westlakes Drive, Suite 400, Berwyn, Pennsylvania 19312 or
such other location as Purchasers and the Company shall mutually select.
SECTION 3 . REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to Purchasers that:
3.1 ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Company has all requisite corporate power, authority and qualifications and has
all necessary governmental approvals, licenses, permits and authorizations to
own its properties and to carry on its business as now conducted, except where
the failure to have any such approval, license, permit or authorization could
not reasonably be expected to have a material adverse effect on the business or
financial position of the Company.
3.2 SUBSIDIARIES. The Company does not own, directly or indirectly, any
capital stock or other equity securities of any corporation nor does it have any
direct or indirect ownership interest in any business. The Company is not a
participant in any joint venture or partnership.
3.3 CAPITAL STOCK.
(a) On the date hereof, the capitalization of the Company is
as set forth on SCHEDULE 3.3. On the Closing Date, after giving effect to the
transactions contemplated hereby, the capitalization of the Company will be as
set forth on SCHEDULE 3.3.
(b) Pursuant to the Company's 1996 Incentive and Non-Qualified
Stock Option Plan (the "Stock Option Plan"), there are 9,429,049 shares of the
common stock of the Company (the "Common Stock") reserved for issuance upon the
exercise of stock options. As of the date of this Agreement, there are
outstanding stock options to purchase an aggregate of 6,295,441 shares of Common
Stock.
(c) The private placement memorandum of the Company dated May
1, 1999 (the "Memorandum") sets forth a complete list of the holders of the
Company's outstanding capital stock and warrants to purchase capital stock as of
the date of this Agreement and prior to the transactions contemplated by this
Agreement.
(d) Except as contemplated by the Second Restated First
Refusal and Co-Sale Agreement, there is no agreement, restriction or encumbrance
(including, without limitation, any
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right of first refusal, right of first offer or voting trust agreement) with
respect to the sale or voting of any shares of the Company's capital stock
(whether outstanding or issuable upon conversion or exercise of outstanding
securities).
3.4 AUTHORIZATION.
(a) The Board of Directors of the Company has authorized the
execution, delivery and performance of this Agreement, the Second Restated First
Refusal and Co-Sale Agreement, and the Second Restated Investors' Rights
Agreement (collectively, with this Agreement, referred to as the "Agreements"),
and each of the transactions contemplated hereby and thereby, including the
execution and filing of the Certificate and the issuance and delivery of the
shares of Series C Preferred Stock in accordance with this Agreement. Except for
the action by the Board of Directors described in the preceding sentence and the
shareholder action contemplated by Section 5.4, no other corporate action is
necessary to authorize the performance by the Company of its obligations under
the Agreements.
(b) Each of the Agreements constitute the valid and binding
obligation of the Company, enforceable against the Company in accordance with
their respective terms, except as limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights; and (ii) general principles of
equity that restrict the availability of equitable remedies.
3.5 VALID ISSUANCE.
(a) All outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
nonassessable. Except as set forth in the Memorandum or as contemplated by the
Agreements, its Second Amended and Restated Certificate of Incorporation, as
filed in Delaware on April 23, 1998, as amended on July 2, 1998 and January 21,
1999 (the "Certificate of Incorporation") of the Company and the Certificate,
there are no shares of capital stock issuable upon conversion of any security of
the Company nor are there any rights, options or warrants outstanding or other
agreements to acquire shares of capital stock nor is the Company contractually
obligated to purchase, redeem or otherwise acquire any of its outstanding shares
of capital stock. Except as contemplated in the Certificate of Incorporation or
the Agreements, no shareholder of the Company is entitled to any preemptive
rights, rights of first refusal, or redemption rights.
(b) Upon issuance, sale and delivery of the Series C Preferred
Stock as contemplated by this Agreement and in accordance with the Certificate,
the shares of Series C Preferred Stock to be sold to Purchasers under this
Agreement will be duly authorized, validly issued, fully paid and nonassessable
and will be free of preemptive rights.
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(c) All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the sale and issuance of the
Series C Preferred Stock and the performance by the Company of its obligations
under the Agreements has been taken or will be taken prior to the Closing. The
Company has or will have prior to the Closing duly reserved an aggregate of not
less than 9,191,176 shares of Common Stock for issuance upon conversion of the
Series C Preferred Stock.
3.6 NO CONSENTS REQUIRED; NO VIOLATION OF LAWS. The nature of the
business that the Company conducts, any relationship between the Company and any
other Person, and the creation, authorization, issuance, offer or sale of the
Series C Preferred Stock as contemplated by this Agreement, do not require a
consent, approval or authorization of, or filing, registration or qualification
with, any Person or any governmental authority on the part of the Company,
except for state and Federal securities law filings. No vote, consent or
approval of the holders of any security of the Company is required as a
condition to the execution and delivery of this Agreement or the authorization,
issuance, offer and sale of the Series C Preferred Stock under this Agreement,
except for the consent of the holders of (i) a majority of the outstanding
shares of Common Stock of the Company, and (ii) 75% of the Series A Convertible
Preferred Stock and Series B Convertible Preferred Stock, each voting as a
separate class, on the transactions contemplated by this Agreement.
3.7 QUALIFICATION TO DO BUSINESS. The Company is qualified, licensed
and authorized to do business as a foreign corporation in each jurisdiction in
which it owns or leases any material property or in which the conduct of its
business requires it to so qualify or be so licensed, and such jurisdictions
constitute the only jurisdictions in which the conduct of the Company's business
or the nature of the property owned or leased by it require it to qualify to do
business as a foreign corporation, except where the failure to so qualify would
not have a material adverse effect on the business or financial position of the
Company.
3.8 ABSENCE OF DEFAULTS, CONFLICTS, ETC. The execution and delivery of
the Agreements, the authorization, issuance, offer and sale of the Series C
Preferred Stock contemplated by this Agreement, the adoption by the Company of
the Certificate and the fulfillment of the terms of such documents by the
Company will not (A) result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, or permit the acceleration of
rights under or termination of, any indenture, mortgage, deed of trust, credit
agreement, note or other evidence of indebtedness, instrument or other agreement
of the Company, or (B) violate the Certificate of Incorporation or Bylaws of the
Company, or any rule, regulation, writ, injunction, judgment, decree, award or
other action of any court or Federal or state or other regulatory board or body
or administrative agency having jurisdiction over the Company or over its
properties or businesses. No event has occurred and no condition exists which,
upon notice or the passage of time, or both, would constitute a default under
any such agreements and
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instruments or in any such license, permit, rule, regulation, order or
authorization to which the Company is a party or by which it may be bound.
3.9 DISCLOSURE MATERIALS, FINANCIAL STATEMENTS, MATERIAL LIABILITIES.
(a) The Company has previously delivered to Purchasers the
Memorandum containing certain financial statements of the Company (the
"Financial Statements"). Such Financial Statements, including the notes thereto,
have been prepared from the books and records of the Company, are true and
correct and present fairly the financial position and the results of operations
and cash flows of the Company as at and for the periods indicated, in each case
in conformity with generally accepted accounting principles ("GAAP")
consistently applied. The portions of the Memorandum containing financial
projections and other forward-looking statements were prepared by the Company in
good faith based upon assumptions which the Company believes to be reasonable in
light of facts known to the Company.
(b) Except as set forth in the Financial Statements the
Company has no material liabilities or obligations, absolute or contingent,
except (i) obligations and liabilities incurred in the ordinary course of
business since the respective dates of such statements, or (ii) obligations
which are not required by GAAP to be reflected in the Financial Statements or
such interim statements.
3.10 SECURITY INTERESTS. SCHEDULE 3.10 hereto sets forth (i) any lien,
charge, security interest or encumbrance with respect to any of the Company's
indebtedness and (ii) a brief description of each instrument or agreement
governing such indebtedness. The Company has provided counsel to the Agent a
complete and correct copy of each such instrument or agreement (including all
amendments, supplements or modifications thereto). No default exists with
respect to or under any such indebtedness or any instrument or agreement
relating thereto which default would reasonably be expected to have a material
adverse effect on the Company.
3.11 ABSENCE OF CERTAIN DEVELOPMENTS. Since March 31, 1999, there has
been no (i) material adverse change in the condition, financial or otherwise, of
the Company or in its assets, liabilities, properties or business, taken as a
whole, (ii) declaration, setting aside or payment of any dividend or other
distribution with respect to the capital stock of the Company or redemption of
any share of capital stock of the Company, (iii) material loss, destruction or
damage to any property of the Company, whether or not insured, (iv) acceleration
or prepayment of any indebtedness for a material amount of borrowed money or the
refunding of any such indebtedness, (v) labor trouble involving the Company or
any material change in its personnel or the terms and conditions of employment,
(vi) waiver of any valuable right which could reasonably be expected to have a
material adverse effect on the business or financial position of the Company,
(vii) material loan or extension of credit by the Company to any officer or
employee of the Company (other than reasonable travel advances) or (viii)
acquisition or
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disposition of any material assets (or any contract or arrangement therefor)
otherwise than for fair value in the ordinary course of business, or any other
transaction by the Company otherwise than for fair value in the ordinary course
of business.
3.12 CONTRACTS, AGREEMENTS. All material contracts, agreements and
understandings are in full force and effect and the Company or any other party
thereto has not received any notice of default or is in default, and no
condition now exists which, with notice or the lapse of time or both, would
render the Company or, to the knowledge of the Company, any other party, in
default under any material contracts, understandings or agreements to which the
Company is or may be a party. There are no disputes or proceedings relating to
any such material contract, understanding or agreement and the Company has not
received any notice or indication that any party to any such material contract,
understanding or agreement intends to cancel or terminate such contract,
understanding or agreement or intends to exercise or not exercise any options
under such material contract, understanding or agreement.
3.13 COMPLIANCE WITH LAW. The Company has not been notified of any
violation of any laws, ordinances, governmental rules or regulations to which it
is subject, including without limitation laws or regulations relating to the
environment or to occupational health and safety, and to its knowledge no
material expenditures are or will be required in order to cause its current
operations or properties to comply with any such law, ordinances, governmental
rules or regulations.
3.14 PENDING ACTIONS. There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Company threatened, against the
Company or any of its properties or assets by or before any court, arbitrator or
governmental authority which questions the validity of the Agreements, the
Certificate, or any action taken or to be taken pursuant hereto or thereto, or
which could reasonably be expected to have a material adverse effect on the
business or financial position of the Company, and the Company is not in default
with respect to any judgment, order, writ, injunction, decree or award
applicable to it or its business or properties.
3.15 TAX MATTERS. The Company has completed and duly filed all Federal,
state, county and local tax returns required to have been filed by it and all
taxes which are shown on such returns have been paid (other than taxes contested
in good faith by appropriate proceeding). There are in effect no waivers of
applicable statutes of limitations with respect to taxes for any year. No tax
returns have been audited by taxing authorities.
3.16 EMPLOYEES. Other than as set forth on SCHEDULE 3.16, the Company
does not have any employment contract with any of its employees (other than
severance or employment agreements terminable by the Company without premium or
penalty on notice of 30 days or less), or any collective bargaining agreements
covering any of its employees, nor has the Company been subject to any labor
organization activity. There are no material controversies or labor
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troubles pending or, to the knowledge of the Company threatened, between the
Company and any of its employees. The Company has complied with all applicable
federal and state laws and regulations respecting employment and employment
practices, terms and conditions of employment, wages and hours and other laws
related to employment. No key employee or consultant of the Company has within
the prior three months given any written notice to the Company that he or she
intends to leave the employ of the Company and, during such period, no such
employee or consultant has been terminated.
3.17 EMPLOYEE BENEFIT PLANS. Other than as disclosed in the Memorandum,
the Company has not established, sponsored, maintained, made any contributions
to or been obligated by law to establish, maintain, sponsor or make any
contributions to any "employee pension benefit plan" or "employee welfare
benefit plan" (as such terms are defined in the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")), including, without limitation, any
"multi-employer plan". Any such plans have been established and are being
operated in compliance with ERISA, and there exist no unfunded obligations of
the Company with respect to any such plan, except as could not reasonably be
expected to have a material adverse effect on the Company. The Company has
complied with all applicable laws relating to the employment of labor, including
provisions relating to wages, hours, equal opportunity, collective bargaining
and the payment of Social Security and other taxes, and with ERISA except to the
extent that noncompliance would not reasonably be expected to have a material
adverse effect on the Company, and the Company is not aware of any pending or
threatened claim against the Company with respect to the foregoing.
3.18 INTELLECTUAL PROPERTY RIGHTS. The Company owns, free and clear of
all encumbrances, restrictions, liens, security interests and charges, and has
good and marketable title to, or holds adequate licenses or otherwise possesses
all such rights (or such rights are in the public domain) as are necessary to
use all patents (and applications therefor), patent disclosures, trademarks,
service marks, trade names, copyrights (and applications therefor), inventions,
discoveries, processes, know-how, scientific, technical, engineering and
marketing data, software code, formulae and techniques used or proposed to be
used, in or necessary for the conduct of its business as now conducted or as
proposed to be conducted, except where the failure to have such rights would not
have a material adverse effect on the business or financial position of the
Company.
The Company has not received written notice of any conflict or
alleged conflict with the rights of others pertaining to any of its tangible and
intangible assets. To the Company's knowledge, the Company's business, as
presently conducted, does not infringe upon or violate any intellectual property
rights or trade secrets of others. To the Company's knowledge, the Company has
the right to use, free and clear of any rights or claims of others, all
intellectual property and trade secrets, processes, customer lists and other
rights to the extent reasonably necessary for the conduct of the Company's
business as presently conducted.
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The Company is not currently obligated or under any existing
liability to make royalty or other payments to any owner of, licensor of, or
other claimant to, any patent, trademark, service name, trade name, copyright,
or other intangible asset, with respect to the use thereof or in connection with
the conduct of its business as now conducted, except where the failure to make
any such payments would not have a material adverse effect on the business or
financial position of the Company. To the Company's knowledge, no employee of
the Company is subject to any employment agreement or proprietary information
agreement which he or she had with a previous employer or any intellectual
property policy of such employer, which affects the rights of the Company to use
the technologies, patents, trademarks, trade secrets, service names, trade
names, copyrights, licenses and the like currently employed by the Company, or
is a party to or threatened by any litigation concerning any patents,
trademarks, trade secrets, service names, trade names, copyrights, licenses and
the like.
3.19 TITLE TO TANGIBLE ASSETS; LEASEHOLD INTERESTS. The Company has
good and marketable title to its tangible properties and assets and good title
to all its leasehold estates, in each case subject to no mortgage, pledge, lien,
lease, encumbrance or charge, other than, or resulting from, taxes which have
not yet become delinquent and minor liens and encumbrances which do not in any
case materially detract from the value of the property subject thereto or
materially impair the operations of the Company. The Company does not own any
real property. Certain real property used by the Company in the conduct of its
business is held under lease, and the Company is not aware of any pending or
threatened claim or action by any lessor of any such property to terminate or
materially alter any such lease. Each lease or agreement to which the Company is
a party and pursuant to which the Company holds properties and assets is a valid
and subsisting agreement without any material default of the Company thereunder
and, to the best of the Company's knowledge, without any material default
thereunder of any other party thereto. No event has occurred and is continuing
which, with due notice or lapse of time or both, would constitute a default or
event of default by the Company under any such lease or, to the best of the
Company's knowledge, by any party thereto, except for such defaults that would
not individually or in the aggregate have a material adverse effect on the
Company. The Company's possession of such property has not been disturbed and,
to the best of the Company's knowledge, no claim adverse to its rights in such
leasehold interests has been asserted against it.
3.20 INSURANCE. The Company holds valid policies with reputable
insurers covering insurance in the amounts and type that the Company reasonably
believes is appropriate and customary for entities in the same or similar
businesses to that of the Company or that are otherwise required to be
maintained by it and with such deductibles or coinsurance as is customary, and
such policies are in full force and effect. The Company has timely filed claims
with its insurers with respect to all material matters and occurrences for which
it believes it has coverage. No notice of any termination or threatened
termination of any of such policies has been received by the Company and such
policies are in full force and effect.
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3.21 TRANSACTIONS WITH RELATED PARTIES. Except as disclosed in the
Memorandum, the Company is not a party to any agreement in excess of $20,000
with any of its officers, shareholders or directors or any Affiliate of any of
the foregoing under which it: (i) leases any real or personal property (either
to or from such person), (ii) has incurred any debt for borrowed money or under
which it has lent money (other than routine travel advances), (iii) licenses
technology (either to or from such person), (iv) is obligated to purchase any
tangible or intangible asset from or sell such asset to such person, or (v)
purchases products or services from such person.
3.22 INTEREST IN COMPETITORS. Neither the Company nor to its knowledge
any of its officers, has any interest, either by way of contract or by way of
investment (other than as holder of not more than 5% of the outstanding capital
stock of a publicly traded Person) or otherwise, directly or indirectly, in any
Person other than the Company that (i) provides any services or designs,
produces or sells any product or product lines or engages in any activity
similar to or competitive with any activity currently conducted or proposed to
be conducted by the Company or (ii) has any direct or indirect interest in any
asset or property, real or personal, tangible or intangible, of the Company.
3.23 REGISTRATION RIGHTS. Except as set forth in the Second Restated
Investors' Rights Agreement, the Company is not under any obligation to register
any of its securities under the Act.
3.24 DISCLOSURE MATERIALS. The confidential private placement
memorandum of the Company dated May 1, 1999 does not contain an untrue statement
of a material fact or omit a material fact necessary to make the statements
contained therein not misleading.
SECTION 4 . REPRESENTATIONS AND WARRANTIES OF PURCHASERS.
Each Purchaser represents and warrants, severally and jointly, to the
Company that:
4.1 AUTHORIZATION. The Purchaser has all requisite power, authority and
legal right to execute, deliver, enter into, consummate and perform this
Agreement. This Agreement constitutes the valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms. The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary action on the part of Purchaser and all consents of any third
parties that may be required to be obtained by Purchaser for the consummation of
the transactions contemplated by this Agreement have been obtained.
4.2 INVESTMENT FOR OWN ACCOUNT. Purchaser is acquiring the Series C
Preferred Stock purchased under this Agreement (and will acquire the Common
Stock upon conversion of the Series C Preferred Stock) for its own account for
investment and not with a view towards the
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resale, transfer or distribution thereof. Such Purchaser has no present
intention of distributing such Series C Preferred Stock (or the shares of the
Common Stock acquired upon conversion of the Series C Preferred Stock). No other
Person has any right with respect to or interest in the Series C Preferred Stock
to be purchased by Purchaser, nor has Purchaser agreed to give any Person any
such interest or right in the future.
4.3 OFFERING EXEMPTION. Purchaser understands that the shares of the
Series C Preferred Stock being purchased under this Agreement have not been
registered under the Act, nor qualified under any state securities laws, and
that the shares of Series C Preferred Stock are being offered and sold pursuant
to an exemption from such registration pursuant to Section 4(2) and Rule 506
promulgated under the Act and qualification based in part upon the
representations of such Purchaser contained herein.
4.4 KNOWLEDGE AND EXPERIENCE; ABILITY TO BEAR ECONOMIC RISKS. Purchaser
has substantial knowledge and experience in financial and business matters, is
capable of evaluating the merits and risks of the investment contemplated by
this Agreement, and is able to bear the economic risk of its investment in the
Company (including a complete loss of its investment). Purchaser represents that
it is an accredited investor within the meaning of Regulation D under the Act.
Purchaser represents that it received the Memorandum and has had an opportunity
to discuss the Company's business management and financial affairs with
directors, officers and management of the Company. Purchaser has also had the
opportunity to ask questions of, and receive answers from, the Company and its
management regarding the terms and conditions of this investment.
4.5 LIMITATIONS ON DISPOSITION. Purchaser recognizes that no public
market exists for the Series C Preferred Stock to be sold hereunder, and no
representation has been made to Purchaser that any such public market will exist
in the future. Purchaser understands that it must bear the economic risk of this
investment indefinitely unless the Series C Preferred Stock (or the Common Stock
issuable upon conversion thereof) is registered pursuant to the Act or an
exemption from such registration is available, and unless the disposition of the
Series C Preferred Stock (or the Common Stock issuable upon conversion thereof)
is qualified under applicable state securities laws or an exemption from such
qualification is available (and evidence reasonably satisfactory to the Company
is provided by such Purchaser of the availability of such exemptions, including
the delivery, upon request, to the Company of an opinion of counsel to such
Purchaser, which opinion and counsel are reasonably satisfactory to the
Company), and that, except as provided in the Second Restated Investors' Rights
Agreement, the Company has no obligation or present intention of so registering
the Series C Preferred Stock (or the Common Stock issuable upon conversion
thereof). Purchaser understands that there is no assurance that any exemption
from the Act will be available, or, if available, that such exemption will allow
it to dispose of or otherwise transfer any or all of the Series C Preferred
Stock or the Common Stock issuable on conversion of the Series C Preferred Stock
in the amounts or at the times
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Purchaser might desire. Purchaser understands that at the present time Rule 144
promulgated under the Act by the Securities and Exchange Commission ("Rule 144")
is not applicable to sales of the shares of Series C Preferred Stock because
such shares are not registered under Section 12 of the Securities Exchange Act
of 1934 (the "Exchange Act"), and there is not publicly available the
information concerning the Company specified in Rule 144. Purchaser acknowledges
that the Company is not presently under any obligation to register under Section
12 of the Exchange Act or to make publicly available the information specified
in Rule 144 and that except as provided herein, is not otherwise required to do
so.
4.6 NO GENERAL SOLICITATION. The Purchaser represents that at no time
was the Purchaser presented with or solicited by or through any leaflet, public
promotional meeting, advertisement or any other form of general or public
advertising or solicitation. In addition, the Purchaser acknowledges that there
has never been any representation, guaranty or warranty made by the Company or
any agent or representative of the Company as to the amount of or type of
consideration or profit, if any, to be realized as a result of any investment by
the Purchaser in the Series C Preferred Stock or the Common Stock issuable upon
conversion of the Series C Preferred Stock.
4.7 PURCHASER INFORMATION. The Purchaser has discussed with his/her or
its legal, tax and financial advisors the suitability of an investment in the
Company for his/her or its particular tax and financial situation. All
information which he, she or it has provided to the Company concerning her, his
or its financial position is correct and complete as of the date of this
Agreement, and if there should be any material change in such information prior
to the Closing Date, the Purchaser agrees immediately to provide such
information to the Company and the Agent.
4.8 PURCHASER QUESTIONNAIRE. The information provided in the Purchaser
Questionnaire submitted to the Company by such Purchaser, is true, complete and
correct as of the date hereof.
4.9 RESIDENCE. If Purchaser is an individual, then the Purchaser
resides in the state or province identified in the address of Purchaser set
forth on SCHEDULE 2.1. If Purchaser is a partnership, corporation, limited
liability company or other entity, then the office or offices of Purchaser in
which its investment decision was made is located at the address or addresses of
Purchaser set forth on SCHEDULE 2.1. If the Purchaser is not a resident of the
United States, he, she or it understands that it is his/her or its
responsibility to satisfy himself as to the full observance of the laws of any
relevant territory outside the United States relating to his/her or its purchase
of the shares of Series C Preferred Stock, including obtaining any required
governmental or other consents or observing any other applicable formalities.
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4.10 REPRESENTATIONS AND WARRANTIES AS OF CLOSING DATE. The
representations and warranties contained in Sections 4.1 through 4.9 will be
true and correct on and as of the Closing Date in all material respects as
though such representations and warranties were made at and as of such date.
SECTION 5 . PURCHASERS' CLOSING CONDITIONS.
The obligation of Purchasers to purchase the Series C Preferred Stock
to be sold pursuant to this Agreement on the Closing Date is subject to the
following conditions:
5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company contained in this Agreement shall be true on and as of the
Closing Date in all material respects as though such representations and
warranties were made at and as of such date, except as otherwise affected by the
transactions contemplated hereby.
5.2 COMPLIANCE WITH AGREEMENT. The Company shall have performed and
complied in all material respects with all agreements, covenants and conditions
contained in this Agreement which are required to be performed or complied with
by the Company prior to or on the Closing Date.
5.3 OFFICER'S CERTIFICATES. Purchasers shall have received a
certificate, dated the Closing Date, signed by an executive officer of the
Company on behalf of the Company, certifying that with respect to the Company,
the conditions specified in Sections 5.1 and 5.2 of this Agreement have been
fulfilled.
5.4 CERTIFICATE; SHAREHOLDER ACTION.
(a) The Certificate shall have been filed with the Secretary
of State of the State of Delaware and shall be duly authorized and effective
under Delaware law.
(b) All action required to be taken by the Company's
shareholders in connection with the transactions contemplated by this Agreement
shall have been duly taken by such holders.
5.5 OTHER AGREEMENTS. The Company and the Purchasers shall have entered
into the Escrow Agreement, Second Restated First Refusal and Co-Sale Agreement
and the Second Restated Investors' Rights Agreement in the form of EXHIBIT B,
EXHIBIT C and EXHIBIT D attached hereto.
5.6 LEGAL OPINION. Pepper Hamilton LLP, counsel to the Company, shall
have delivered an opinion letter to BT Alex. Brown, Incorporated (the "Agent").
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5.7 INJUNCTION. There shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as herein provided.
5.8 LEGAL INVESTMENT. On the Closing Date, the sale and issuance of the
shares of Series C Preferred Stock and the issuance of the shares of Common
Stock upon conversion thereof shall be legally permitted by all laws and
regulations to which Purchasers and the Company are subject.
SECTION 6 . COMPANY'S CLOSING CONDITIONS.
The obligation of the Company to sell the Series C Preferred Stock to
be sold pursuant to this Agreement on the Closing Date is subject to the
following conditions:
6.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Purchasers contained in this Agreement shall be true on and as of the Closing
Date in all material respects as though such representations and warranties were
made at and as of such date, except as otherwise affected by the transactions
contemplated hereby.
6.2 COMPLIANCE WITH AGREEMENT. Purchasers shall have performed and
complied in all material respects with all agreements, covenants and conditions
contained in this Agreement which are required to be performed or complied with
by Purchasers prior to or on the Closing Date.
6.3 OTHER AGREEMENTS. The Company and Purchasers shall have entered
into the Escrow Agreement, Second Restated First Refusal and Co-Sale Agreement
and the Second Restated Investors' Rights Agreement.
6.4 APPROVAL OF PROCEEDINGS. All proceedings to be taken in connection
with the transactions contemplated by this Agreement shall be satisfactory in
form and substance to the Company and its counsel, Pepper Hamilton LLP, and the
Company shall have received copies of all documents or other evidence which the
Company and its counsel may reasonably request in connection with such
transactions.
6.5 INJUNCTION. There shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as herein provided.
6.6 LEGAL INVESTMENT. On the Closing Date, the sale and issuance of the
shares of Series C Preferred Stock and the issuance of the shares of Common
Stock upon conversion
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thereof shall be legally permitted by all laws and regulations to which
Purchasers and the company are subject.
SECTION 7 . COVENANTS.
7.1 FINANCIAL AND BUSINESS INFORMATION. From and after the date hereof,
the Company shall deliver to Purchasers so long as Purchasers hold shares of
Series C Preferred:
(a) QUARTERLY STATEMENTS. As soon as reasonably practicable
after the close of each of the first three fiscal quarters of each fiscal year
of the Company, and in any event within 45 days thereafter, a balance sheet,
statement of income and statement of cash flows of the Company as at the close
of such quarter and covering operations for such quarter, and the portion of the
Company's fiscal year ending on the last day of such month or quarter, all in
reasonable detail and prepared in accordance with generally accepted accounting
principles, consistently applied, subject to audit and year-end adjustments,
setting forth in each case in comparative form the figures for the comparable
period of the previous fiscal year and accompanied by a narrative description of
the Company's business and results of operations for such quarter.
(b) ANNUAL STATEMENTS. As soon as practicable after the end of
each fiscal year of the Company, and in any event within 90 days thereafter,
copies of:
(1) consolidated and consolidating balance sheets of
the Company and its subsidiaries at the end of such year; and
(2) consolidated statements of income, shareholders'
equity and cash flows of the Company and its subsidiaries for
such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail
and accompanied by an opinion of a firm of independent
certified public accountants of recognized national standing
selected by the Company stating that such financial statements
fairly present the financial position of the Company and its
subsidiaries on a consolidated basis, as applicable, and have
been prepared in accordance with generally accepted accounting
principles consistently applied (except for changes in
application in which such accountants concur) and that the
examination of such accountants in connection with such
financial statements has been made in accordance with
generally accepted auditing standards, and accordingly
included such tests of the accounting records and such other
auditing procedures as were considered necessary in the
circumstances.
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7.2 CONFIDENTIALITY.
(a) As much of the information and other material furnished
under or in connection with this Agreement (whether furnished before, on or
after the date hereof, including without limitation, information furnished
pursuant to Section 7.1) as constitutes or contains confidential business,
financial or other information of the Company or its subsidiaries, each
Purchaser covenants for itself, and, as applicable, for its directors, officers,
affiliates and partners, that it will use due care to prevent its officers,
directors, partners, employees, counsel, accountants and other representatives
from disclosing such information to persons other than their respective
authorized employees, counsel, accountants, shareholders, partners, limited
partners and other authorized representatives. Notwithstanding the foregoing, if
Purchasers are advised by such counsel that such disclosure or delivery is
required by law, regulation or judicial or administrative order, then they may
disclose or deliver such information or other after giving written notice to the
Company of such requirements.
For purposes of this Section 7.2(a), "due care" means at least
the same level of care that Purchasers would use to protect the confidentiality
of its own sensitive or proprietary information, and this obligation shall
survive termination of this Agreement.
(b) From and after the consummation of an initial public
offering of securities, to the extent that any of the information furnished
pursuant to Section 7.1 hereof would constitute material, nonpublic information
for purposes of the Exchange Act, Purchasers agree not to engage in any purchase
or sale of securities while in possession of such information and prior to the
time that such information is made generally known to the public and Purchasers
agree to use due care to prevent their officers, directors, partners, employees,
counsel and other representatives, who have been given access to such material,
nonpublic information, from engaging in any such purchase or sale during such
period.
7.3 RESALE OF SECURITIES.
(a) Each Purchaser covenants that it will not sell or
otherwise transfer the Series C Preferred Stock (or any shares of Common Stock
acquired upon the conversion of shares of Series C Preferred Stock) except
pursuant to an effective registration under the Act or in a transaction which,
in the opinion of counsel reasonably satisfactory to the Company, qualifies as
an exempt transaction under the Act and the rules and regulations promulgated
thereunder and any applicable state securities laws.
(b) The certificates evidencing the shares of Series C
Preferred Stock and the shares of Common Stock acquired upon conversion thereof
shall bear a legend substantially to the following effect:
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THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION
WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
7.4 REGULATION D FILING. The Company will file on a timely basis a Form
D "Notice of Sale of Securities Pursuant to Regulation D" and any amendments
thereto required to be filed with the Securities and Exchange Commission
pursuant to Regulation D under the Act, and all notices, filings and
registrations, and amendments to any thereof as shall be required under any
state securities or "Blue Sky" law or any regulation thereunder, and will
simultaneously furnish copies of such Form D or amendment thereto and each such
notice, filing registration or amendment thereof to the agent and counsel to the
Purchasers on behalf of Purchasers.
7.5 FURTHER ASSURANCES. Each of the parties shall execute such
documents and other papers and take such further actions as may be reasonably
required or desirable to carry out the provisions hereof and the transactions
contemplated hereby. Each such shall use its best efforts to fulfill or obtain
the fulfillment of the conditions to the Closing as promptly as practicable.
SECTION 8 . INTERPRETATION OF THIS AGREEMENT
8.1 DEFINED TERMS. As used in this Agreement, the following terms have
the respective meanings set forth below:
"ACT" means the Securities Act of 1933, as amended.
"AFFILIATE" means with respect to any Person, any other Person
which directly or indirectly, by itself or through one or more intermediaries,
controls, or is controlled by, or is under direct or indirect common control
with, such Person. The term "control" means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.
The term "BUSINESS DAY" means any day which is not a Saturday,
Sunday or day on which banks are authorized by law to be closed in the State of
New Jersey.
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"CODE" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.
"EXCHANGE ACT" means the Securities Exchange Act of 1934.
"PERSON" means an individual, partnership, joint-stock
company, corporation, trust or unincorporated organization, and a government or
agency or political subdivision thereof.
8.2 DIRECTLY OR INDIRECTLY. Where any provision in this Agreement
refers to action to be taken by, or prohibited to be taken by, any Person, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.
8.3 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
8.4 SECTION HEADINGS. The headings of the sections and subsections of
this Agreement are for convenience only and shall not be deemed to constitute a
part of this Agreement.
SECTION 9 . MISCELLANEOUS.
9.1 NOTICES. All notices, instructions or other communications required
or permitted to be given hereunder or necessary in connection herewith shall be
in writing and shall be deemed to have been duly delivered upon the delivery
thereof, if delivered personally, upon the transmission thereof, if sent by
facsimile transmission, on the second business day after delivery to an air
courier company for express delivery, or on the seventh business day after
mailing, if mailed, postage prepaid, registered or certified mail, as follows:
(i) if to Purchasers, at the address shown on
SCHEDULE 2.1, marked for attention as there indicated, or at such other address
as Purchasers may have furnished to the Company in writing:
(ii) if to the Company, at the address shown below,
or at such other address as the Company may have furnished to Purchasers in
writing:
Bluestone Software, Inc.
1000 Briggs Road
Mount Laurel, New Jersey 08054
Attention: Chief Financial Officer
Telecopier: (609)787-9395
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With a copy to:
William A. Scari, Jr., Esq.
Pepper Hamilton LLP
1235 Westlakes Drive
Suite 400
Berwyn, Pennsylvania 19312
Telecopier: (610)640-7835
9.2 EXPENSES. Each party shall be responsible for the fees and
disbursements of its legal counsel, incurred in connection with the negotiation,
execution and delivery of this Agreement, and the closing of the transactions
contemplated thereby. The Company has agreed to reimburse the Agent on a
quarterly basis for reasonable out-of-pocket expenses and the fees and expenses
of the Agent's special counsel, Willkie Farr & Gallagher, PROVIDED, HOWEVER,
that the total of all such reimbursements will not exceed $95,000.
9.3 REPRODUCTION OF DOCUMENTS.
(a) This Agreement and all documents relating hereto,
including, without limitation, (a) consents, waivers and modifications which may
hereafter be executed, (b) documents received by Purchasers pursuant hereto
(except for certificates evidencing the Series C Preferred Stock), and (c)
financial statements, certificates and other information previously or hereafter
furnished to Purchasers, may be reproduced by Purchasers or the Company by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and Purchasers or the Company may destroy any original document
so reproduced. The parties hereto agree and stipulate that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made by Purchasers or the Company in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
(b) Upon receipt of evidence satisfactory to the Company of
the loss, theft, destruction or mutilation of any share certificate representing
shares of Series C Preferred Stock and, in the case of any such loss, theft or
destruction, upon delivery of an indemnity agreement reasonably satisfactory to
the Company, or in the case of any such mutilation, upon surrender of such share
certificate (which surrendered share certificate shall be canceled by the
Company), the Company will issue a new share certificate of like tenor in lieu
of such lost, stolen, destroyed or mutilated share certificate as if the lost,
stolen, destroyed or mutilated share certificate were then surrendered for
exchange.
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9.4 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto.
Except to the extent otherwise provided for herein, neither this Agreement nor
the rights of the parties hereunder may be assigned without the written consent
of the nonassigning party.
9.5 ENTIRE AGREEMENT; DISCLOSURE SCHEDULES; AMENDMENT AND WAIVER.
This Agreement (including the Exhibits and Schedules attached
to this Agreement) constitutes the entire understanding of the parties hereto
and supersedes all prior term sheets, letters of intent, agreements or
understandings among such parties relating to the subject matter hereof. A
disclosure on any Schedule to this Agreement will be deemed to be a disclosure
for all other Schedules to this Agreement and for all other representations and
warranties made in this Agreement. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with) the
written consent of the Company and Purchasers.
9.6 COUNTERPARTS. This Agreement may be executed by omnibus signature
page and/or in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and such counterparts together shall
constitute only one instrument.
9.7 SURVIVAL. The representations, warranties, covenants and agreements
made in this Agreement, the Shareholders' Agreement, or in any certificate or
instrument delivered in connection with this Agreement or the Shareholder's
Agreement shall survive the execution and delivery of this Agreement and the
closing of the transactions contemplated by this Agreement. All statements as to
factual matters contained in any certificate or other instrument delivered by or
on behalf of the Company pursuant to this Agreement in connection with the
transactions contemplated by this Agreement shall be deemed to be
representations and warranties by the company solely as of the date of such
certificate or instrument.
[SIGNATURE PAGES FOLLOW]
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SIGNATURE PAGES
PREFERRED STOCK PURCHASE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above first written.
Bluestone Software, Inc.
By: /s/ P. Kevin Kilroy
---------------------------
P. Kevin Kilroy
President
INVESTORS:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Anton Simunovic
---------------------------
Name: Anton Simunovic
Title: Vice President
Address: 260 Long Ridge Road
Stamford, CT 06927
Telephone No.:(203) 961-2887
Facsimile No.: (203) 357-4565
THE P/A FUND, L.P.
By: FOSTIN CAPITAL PARTNERS II, L.P.,
its General Partner
By: /s/ William C. Hulley
---------------------------
Name: William C. Hulley
Title: General Partner
Address: 518 Broad Street
Sewickley, PA 15143
Telephone No.: (412)749-9454
Facsimile No.: (412)749-9459
-20-
SIGNATURE PAGES
PREFERRED STOCK PURCHASE AGREEMENT
PATRICOF PRIVATE INVESTMENT CLUB, L.P.
By: APA EXCELSIOR IV PARTNERS, L.P.,
its General Partner
By: PATRICOF & CO. MANAGERS, INC.
its General Partner
By: /s/ Gregory M. Case
---------------------------
Name: Gregory M. Case
Title: Vice President
Address: 455 South Gulph Road
Suite 410
King of Prussia, PA 19406
Telephone No.: (610)265-0286
Facsimile No.: (610)265-4959
APA EXCELSIOR IV, L.P.,
By: APA EXCELSIOR IV PARTNERS, L.P.,
its General Partner
By: PATRICOF & CO. MANAGERS, INC.
its General Partner
By: /s/ Gregory M. Case
---------------------------
Name: Gregory M. Case
Title: Vice President
Address: 455 South Gulph Road
Suite 410
King of Prussia, PA 19406
Telephone No.: (610)265-0286
Facsimile No.: (610)265-4959
-21-
SIGNATURE PAGES
PREFERRED STOCK PURCHASE AGREEMENT
COUTTS & CO. (CAYMAN) LTD., CUST. FOR
APA EXCELSIOR IV/OFFSHORE, LP.
By: PATRICOF & CO. VENTURES, INC.
its Investment Advisor
By: /s/ Gregory M. Case
---------------------------
Name: Gregory M. Case
Title: Managing Director
Address: 455 South Gulph Road
Suite 410
King of Prussia, PA 19406
Telephone No.: (610)265-0286
Facsimile No.: (610)265-4959
[OMNIBUS SIGNATURE PAGES FOLLOW]
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