1
EXHIBIT 10.1
PURCHASE OF CERTAIN ASSETS OF ▇▇▇▇▇▇▇ INTERACTIVE, INC.
BY CYBERMEDIA, INC.
APRIL 2, 1997
2
PURCHASE OF CERTAIN ASSETS OF ▇▇▇▇▇▇▇ INTERACTIVE, INC.
BY CYBERMEDIA, INC.
APRIL 2, 1997
CLOSING INDEX
TAB
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Asset Purchase Agreement by and between ▇▇▇▇▇▇▇ Interactive, Inc. ("▇▇▇▇▇▇▇") and
CyberMedia, Inc. ("CyberMedia") dated as of April 2, 1997 ("Effective Date")............1
Registration Rights Agreement by and between CyberMedia, Inc. and ▇▇▇▇▇▇▇
Interactive, Inc. dated as of April 2, 1997..............................................2
Warrant to Purchase ** shares of Common Stock of CyberMedia to ▇▇▇▇▇▇▇...................3
Bill of Sale.............................................................................4
Assignment of Copyright of Intellectual Property Rights..................................5
Assignment of Trademarks.................................................................6
Assignment and Transfer of all right, title, and interest in and to the following
agreements...............................................................................7
Republishing and Distribution Agreement between ▇▇▇▇▇▇▇ Interactive, Inc. and
Marubeni Corporation dated 3/4/97
Computer Software License Agreement dated October 11, 1995 between MicroHelp,
Inc. and INSO Corporation, as amended by Amendment
Termination of the following Agreements:.................................................8
International Distribution Agreement between Power Reporting & Microhelp dated
August 15, 1995
Distribution Agreement between BFL Software & Microhelp dated September
19, 1996
Republisher Agreement between MicroHelp, Inc. and AB Pro dated 7/1/96;
Republishing Agreement between MicroHelp, Inc. and MicroBasic GmbH dated
3/1/96;
Republishing Agreement between MicroHelp, Inc. and Questar dated 3/1/96;
3
Republishing Agreement between MicroHelp, Inc. and ▇▇▇▇▇▇▇▇ Manhattan Group,
Limited dated 3/15/96; and
European Distribution Agreement Convey A.S. & Microhelp dated May 20, 1996
Receipt of Warrant executed by President of ▇▇▇▇▇▇▇......................................9
Receipt of Consideration executed by President of ▇▇▇▇▇▇▇...............................10
Evidence of wire transfers in the following amounts:....................................11
a) ** to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Service
b) ** to Silicon Valley Bank
c) ** to Former Shareholders of MicroHelp, Inc.
d) ** to ▇▇▇▇▇▇▇ Interactive, Inc.
UCC Termination Statements filed with various jurisdictions releasing security
interests in assets.....................................................................12
a) California: Termination of File No. 9632560244
between ▇▇▇▇▇▇▇ Interactive, Inc. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇
b) California: Termination of File No. 9632560220,
between ▇▇▇▇▇▇▇ Interactive, Inc. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇
c) California: Termination of File No.: 96-36560426
between ▇▇▇▇▇▇▇ Interactive, Inc. and Silicon Valley
Bank
d) California: Termination between ▇▇▇▇▇▇▇ Interactive,
Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇
e) Delaware: Termination of File No. 96 33171 between
▇▇▇▇▇▇▇ Interactive, Inc. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇
f) Delaware: Termination of File No. 96 33155, between
▇▇▇▇▇▇▇ Interactive, Inc. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇.
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇
g) Georgia: Termination of File No. 033199616159
between ▇▇▇▇▇▇▇ Interactive, Inc. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇, ad ▇▇▇▇▇▇ ▇▇▇▇▇
h) Georgia: Termination of File No. 033199616160,
between ▇▇▇▇▇▇▇ Interactive, Inc. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇, ad ▇▇▇▇▇▇ ▇▇▇▇▇
i) Georgia: Termination of File No. 033199703662
regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services,
Inc. and ▇▇▇▇▇▇▇ ▇'▇▇▇
j) Georgia: Termination of File No. 033199703662
regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services,
Inc. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
k) Georgia: Termination of File No. 033199703662
regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services,
Inc. and ▇▇▇ ▇▇▇▇▇
l) Georgia: Termination of File No. 033199703662
regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services,
Inc. and Microhelp, Inc.
m) Georgia: Termination of File No. 033199703662
regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services,
Inc. and ▇▇▇▇▇▇▇ Interactive
n) Nevada: Termination of File No.: 97044637 regarding
▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services, Inc. and
▇▇▇▇ ▇▇▇▇▇▇▇▇
Purchase Orders for UnInstaller..........................................................13
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TAB 1
ASSET PURCHASE AGREEMENT BETWEEN
CYBERMEDIA, INC. AND
▇▇▇▇▇▇▇ INTERACTIVE, INC.
DATED APRIL 2, 1997
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TABLE OF CONTENTS
PAGE NO.
1. Sale of Assets...........................................................................1
1.1 Transfer..........................................................................1
1.2 No Assumption of Liabilities......................................................1
1.3 Contracts.........................................................................1
1.4 Sales Tax; Duties.................................................................2
2. Representations and Warranties of ▇▇▇▇▇▇▇................................................2
2.1 Organization and Standing.........................................................2
2.2 Corporate Power; Authorization....................................................2
2.3 Undisclosed Liabilities...........................................................2
2.4 Title to Properties and Assets; Liens, Etc........................................2
2.5 Patents, Trademarks and Trade Secrets.............................................3
2.6 Rights to the Software............................................................4
2.7 Compliance with Other Instruments.................................................4
2.8 Litigation, Etc...................................................................5
2.9 Governmental Authorizations and Regulations.......................................5
2.10 Material Contracts; Commitments and Product Warranties............................5
2.11 Manufacturing and Technology Rights...............................................6
2.12 Contracts, Transactions with Directors, Officers, Etc.............................6
2.13 Brokerage.........................................................................6
2.14 Environmental and Pollution Control Regulation....................................6
2.15 Information Furnished True........................................................6
2.16 Bulk Sales Laws...................................................................6
2.17 Termination of Agreements.........................................................7
3. Representations and Warranties of CyberMedia.............................................7
3.1 Organization and Standing.........................................................7
3.2 Corporate Power; Authorization....................................................7
3.3 Other Consents and Approvals......................................................7
4. License and Transfer Option..............................................................7
4.1 License...........................................................................7
4.2 License Consideration.............................................................8
4.3 Irrevocable Transfer Option.......................................................8
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5. Effective Date...........................................................................8
5.1 Effective Date....................................................................8
5.2 On or before the Effective Date, ▇▇▇▇▇▇▇ shall deliver to CyberMedia:.............8
5.3 Transfer of Assets................................................................9
5.4 Acceptance........................................................................9
6. Consideration............................................................................9
6.1 Warrant...........................................................................9
6.2 Advance..........................................................................10
6.3 Royalty..........................................................................10
6.4 Adjustment; Recoupment...........................................................11
6.5 Accounting.......................................................................12
6.6 Examination......................................................................12
6.7 Right of Offset..................................................................12
6.8 No Guarantee.....................................................................12
6.9 MicroHelp Litigation.............................................................12
6.10 Failure to Pay...................................................................13
6.11 Sale of Assets...................................................................13
7. Indemnity...............................................................................13
7.1 ▇▇▇▇▇▇▇ Indemnity. .............................................................13
7.2 Assertion of Claims..............................................................13
7.3 Claims Against CyberMedia........................................................14
7.4 General Indemnity................................................................14
8. ▇▇▇▇▇▇▇'▇ Post-Effective Date Covenants.................................................14
8.1 Access...........................................................................14
8.2 Further Assurances...............................................................14
8.3 Use of Corporate and Trade Name..................................................14
8.4 Cooperation......................................................................14
9. Noncompetition Covenants................................................................15
10. Confidentiality.........................................................................15
10.1 Condition of Confidentiality.....................................................15
10.2 Developments Projects............................................................16
11. Miscellaneous...........................................................................16
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11.1 Governing Law....................................................................16
11.2 Entire Agreement; Amendment......................................................16
11.3 Delays or Omissions..............................................................16
11.4 Notices, Etc.....................................................................16
11.5 Attorneys' Fees..................................................................17
11.6 Expenses.........................................................................17
11.7 Counterparts.....................................................................17
11.8 Severability.....................................................................17
11.9 Titles and Headings..............................................................18
11.10 Assignment.......................................................................18
11.11 Successors and Assigns...........................................................18
11.12 Survival of Representations and Warranties.......................................18
11.13 Rights of Third Parties..........................................................18
Exhibits
Exhibit A Minutes of the Board of Directors of ▇▇▇▇▇▇▇ Interactive, Inc.
Exhibit B The Software
Exhibit C Assets
Exhibit D Schedule of Exceptions
Exhibit E Bill of Sale
Exhibit F Assignment of Copyright
Exhibit G Form of Warrant
Exhibit H Distribution Agreements to be Terminated
Exhibit I Former Shareholders of MicroHelp, Inc.
Exhibit J Registration Rights Agreement
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ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement, dated as of April 2, 1997 (the
"Agreement"), is made by and between ▇▇▇▇▇▇▇ Interactive, Inc., a Delaware
corporation ("▇▇▇▇▇▇▇") and CyberMedia, Inc., a Delaware corporation
("CyberMedia") with reference to the following facts:
▇▇▇▇▇▇▇ is engaged in the business of developing and marketing computer
software and related products including the computer programs identified in
Exhibit B hereto (the "Software"). On the terms and conditions provided herein,
CyberMedia wishes to acquire the Software and related assets of ▇▇▇▇▇▇▇, and
▇▇▇▇▇▇▇ desires to sell the same to CyberMedia.
The parties hereto agree as follows:
1. Sale of Assets.
1.1 Transfer. Subject to the terms and conditions contained
herein, with effect from the Effective Date (as defined in Section 5.1, below),
▇▇▇▇▇▇▇ hereby transfers to CyberMedia all right title and interest in and to
those certain tangible, intangible and contract assets, rights and properties,
all as more particularly described in Exhibit C attached hereto (the "Assets").
1.2 No Assumption of Liabilities. This Agreement does not
transfer and CyberMedia does not assume and expressly disclaims any and all
costs, debts, claims, liabilities and obligations of or relating to the
ownership of the Assets or the operations of ▇▇▇▇▇▇▇, whether prior to or after
the Effective Date, including, but not limited to, any obligations relating to
▇▇▇▇▇▇▇'▇ employees and agreements relating to the development, distribution or
licensing of the Software or any derivatives thereof, with the sole and single
exception that CyberMedia shall assume the purchase orders issued to Warner
Media referenced in Exhibit C hereto up to the maximum amount set forth on such
Exhibit.
1.3 Contracts. Subject to Section 4 below, from and after the
Effective Date CyberMedia shall be entitled to the benefit of all of the
contracts in the Assets; provided, however, that with respect to the Software
License Agreement between MicroHelp, Inc. and Western Digital Corporation
("Western Digital") dated August 16, 1996, CyberMedia shall remit ** of its net
revenues under such agreement to ▇▇▇▇▇▇▇ so long as Western Digital sells its
Disk Drive (as defined therein) with a copy of the "Transport" function of the
Software. This obligation to remit such amounts shall terminate at such time
that (i) the agreement with Western Digital terminates, (ii) Western Digital
ceases to include a copy of "Transport" with the sales of the Disk Drive or
(iii) Western Digital upgrades and distributes the entire "UnInstaller" program
with the Disk Drive. ▇▇▇▇▇▇▇ shall give such assistance to CyberMedia as
CyberMedia shall reasonably request to enable CyberMedia to enjoy the benefit of
the foregoing. Insofar as consents to the transfer or assignment from third
parties are required, ▇▇▇▇▇▇▇ shall obtain such consents prior to the Effective
Date. From and after the Effective Date, all unfilled orders for the Software
will be filled by
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CyberMedia, and ▇▇▇▇▇▇▇ will refer any customers interested in the Software to
CyberMedia. CyberMedia will provide ▇▇▇▇▇▇▇ with a contact phone number for such
purposes.
1.4 Sales Tax; Duties. ▇▇▇▇▇▇▇ shall be responsible for any and
all sales or other transaction taxes, duties and other similar charges payable
in connection with the sale of the Assets or the transactions contemplated
hereby. As set forth in Exhibit C hereto, the parties agree that for the
purposes of this Agreement the customer list shall be valued at **.
2. Representations and Warranties of ▇▇▇▇▇▇▇. Except as disclosed or
excepted in the Schedule attached hereto as Exhibit D (the "Schedule"), which
shall state the specific subsection of this Section 2 to which each disclosure
or exception is made, ▇▇▇▇▇▇▇ represents and warrants to CyberMedia as follows:
2.1 Organization and Standing. ▇▇▇▇▇▇▇ is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. ▇▇▇▇▇▇▇ has all requisite corporate power to own and operate its
properties and assets, and to carry on its business as conducted, and possess
all licenses, franchises, rights and privileges necessary for the conduct of its
business. ▇▇▇▇▇▇▇ is qualified to do business in all other jurisdictions in
which such qualification is required. Attached hereto as Exhibit A are copies of
the minutes of the meeting of ▇▇▇▇▇▇▇'▇ Board of Directors expressly authorizing
the transfer of the Assets on the terms set forth herein. Said copies are true,
correct, complete and properly executed and will be true, correct and complete
on the Effective Date.
2.2 Corporate Power; Authorization. ▇▇▇▇▇▇▇ has all requisite
legal and corporate power and authority to enter into this Agreement, to
transfer the Assets, and to carry out and perform all of its obligations under
the terms of this Agreement. All corporate action on the part of ▇▇▇▇▇▇▇ and all
action on the part of its officers, directors and shareholders and other
security holders that is necessary for the authorization, execution and delivery
of this Agreement by ▇▇▇▇▇▇▇, for the performance of ▇▇▇▇▇▇▇'▇ obligations
hereunder and for the sale and transfer of the Assets has been taken; and this
Agreement, when executed and delivered, shall constitute the legal and binding
obligation of ▇▇▇▇▇▇▇, enforceable against ▇▇▇▇▇▇▇ in accordance with its terms.
2.3 Undisclosed Liabilities. ▇▇▇▇▇▇▇ is not subject to any
obligations or liabilities of any nature related to the Assets, whether
absolute, accrued, contingent or otherwise, or whether assumed or guaranteed,
directly or indirectly.
2.4 Title to Properties and Assets; Liens, Etc. ▇▇▇▇▇▇▇ has good
and marketable title to all of its properties and assets related to the Assets,
in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge,
other than (a) the lien of current taxes not yet due and payable, and (b)
possible minor liens and encumbrances which do not in any case materially
detract from the value of the property subject thereto or materially impair the
Assets, and which have not arisen otherwise than in the ordinary course of
business. ▇▇▇▇▇▇▇ is not subject to or bound by any
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judgment, order, writ, injunction or decree of any court or of any governmental
body, or of any arbitrator, which could prevent the use by CyberMedia of the
Assets after the Effective Date. ▇▇▇▇▇▇▇ is not a party, bound by or a
beneficiary of any agreement which could prevent the use by CyberMedia of the
Assets, in each case in accordance with past practices, after the Effective
Date, or which, by operation of law, or pursuant to the terms of any such
agreement, would terminate upon the consummation of transactions contemplated
hereby, absent the consent of the other parties thereof. When transferred to
CyberMedia, the Assets will be free and clear subject to no mortgage, pledge,
lien, lease, license, encumbrance, charge or rights of any other party.
2.5 Patents, Trademarks and Trade Secrets.
2.5.1 There are no pending or threatened claims against ▇▇▇▇▇▇▇
alleging that the conduct of ▇▇▇▇▇▇▇'▇ business in connection with the Assets
infringes or conflicts with the rights of others under patents, service marks,
trade names, trademarks, copyrights, trade secrets, know-how, data or other
proprietary or intellectual property rights (collectively, "Intellectual
Property Rights"). ▇▇▇▇▇▇▇'▇ business as it has been conducted and the use of
the Assets in the conduct of ▇▇▇▇▇▇▇'▇ business do not infringe or conflict with
the rights of others, including the Intellectual Property Rights of others. To
▇▇▇▇▇▇▇'▇ knowledge after due investigation, no employee or consultant of
▇▇▇▇▇▇▇ owns any Intellectual Property Rights directly or indirectly competitive
with those owned or to be used by ▇▇▇▇▇▇▇ in connection with the Assets or
derived from or in connection with the conduct of ▇▇▇▇▇▇▇'▇ business. ▇▇▇▇▇▇▇ is
not aware of any violation or infringement by a third party of any of ▇▇▇▇▇▇▇'▇
Intellectual Property Rights related to the Assets.
2.5.2 Set forth in the Schedule is a true and correct list and
summary description of:
(1) all trademark or trade name registrations,
copyrights and patents, and all applications pending therefor, which are owned
by ▇▇▇▇▇▇▇ relating to the Assets; and
(2) all licenses (or similar agreements) to Intellectual
Property Rights granted by or to ▇▇▇▇▇▇▇ and relating to the Assets.
2.5.3 Except as disclosed in the Schedule, ▇▇▇▇▇▇▇ has not agreed
to indemnify any person for or against any infringement of any Intellectual
Property Right related to the Assets.
2.5.4 All rights to any tangible or intangible property, material
to the conduct of ▇▇▇▇▇▇▇'▇ business related to the Assets as presently
conducted or planned, of any predecessor entity to ▇▇▇▇▇▇▇, whether or not a
limited or general partnership, corporation or other form of business entity,
have been validly transferred to ▇▇▇▇▇▇▇ free of any adverse claims by any such
predecessor entity, or any partner, limited partner, security holder or creditor
of any such
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predecessor entity, and no such property rights remain in any such entity or
person.
2.6 Rights to the Software. Without limiting the generality of Section
2.5 hereof:
2.6.1 ▇▇▇▇▇▇▇ owns or possesses all Intellectual Property Rights
in the Software. Except for any royalty that may be payable by ▇▇▇▇▇▇▇ to
Maximized Software, Inc. in connection with that certain license agreement more
fully described in Section 6.9 below, ▇▇▇▇▇▇▇ is under no obligation to pay any
other party any royalties or other fixed or contingent amounts with respect to
the Software, including, but not limited to, any royalties or other fixed or
contingent amounts based upon the sale, license, distribution or other use or
exploitation of the Software. The Software does not infringe or conflict with
the Intellectual Property Rights of others. There are no pending or threatened
claims against ▇▇▇▇▇▇▇ alleging any of the foregoing nor is ▇▇▇▇▇▇▇ aware of any
basis upon which any party might allege any of the foregoing. ▇▇▇▇▇▇▇ is not
aware of any violation or infringement by a third party of any Intellectual
Property Rights associated with the Software. ▇▇▇▇▇▇▇ has taken and will take
all reasonable security measures to protect the secrecy, confidentiality and
value of all Intellectual Property Rights transferred in accordance with this
Agreement;
2.6.2 No current or former employee or consultant of ▇▇▇▇▇▇▇ owns
any Intellectual Property Rights in the Software or any other Intellectual
Property Rights directly or indirectly competitive with those in the Software;
2.6.3 All Intellectual Property Rights in the Software of any
predecessor entity to ▇▇▇▇▇▇▇, whether or not a limited or general partnership,
corporation or other form of business entity, have been validly transferred to
▇▇▇▇▇▇▇ free of any adverse claims by any such predecessor entity, or any
partner, limited partner, security holder or creditor of any such predecessor
entity, and no such property rights remain in any such entity or person; and
2.6.4 With respect to the transfer of rights in the Software
under this Agreement, CyberMedia shall be subject to no limitations, obligations
or restrictions with regard to the sale, license, distribution or other transfer
or exploitation of the Software, whether in the form transferred to CyberMedia
or after modification, including, but not limited to, any of the foregoing
arising out of any distribution, license or other agreements previously entered
into by ▇▇▇▇▇▇▇.
2.7 Compliance with Other Instruments. ▇▇▇▇▇▇▇ is not in
violation or default of any provision of its Articles of Incorporation or Bylaws
as same relate to the Assets, each as in effect as of the date hereof or of any
material provision or any instrument, mortgage, deed of trust, loan, contract,
commitment, judgment, decree, order or obligation to which it is a party or by
which it or any portion of the Assets are bound which would materially adversely
affect the condition of the Assets nor is ▇▇▇▇▇▇▇ in violation or default of any
provision of any federal, state, local or foreign law, ordinance, regulation or
order applicable to ▇▇▇▇▇▇▇ which would materially adversely affect the
condition of the Assets. The execution, delivery and performance of and
compliance with this Agreement as the sale and transfer of the Assets will not
result in any such violation, be in conflict
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13
with or constitute, with or without the passage of time or giving of notice, a
default under any such provision, require any consent or waiver under any such
provision (other than any consents or waivers that have been obtained), or
result in the creation of any mortgage, pledge, lien, encumbrance or charge upon
any of the Assets; and there is no such provision which materially adversely
affects or, so far as ▇▇▇▇▇▇▇ is presently aware, in the future may materially
adversely affect the condition of the Assets.
2.8 Litigation, Etc. No action, suit, proceeding or investigation
is pending or threatened against ▇▇▇▇▇▇▇ relating to the Assets, nor, to the
best knowledge of ▇▇▇▇▇▇▇, is there any basis therefor. The foregoing includes
any action, suit, proceeding or investigation, pending or threatened, which
questions the validity of this Agreement or the right of ▇▇▇▇▇▇▇ to enter into
the Agreement and to sell and transfer the Assets; or any litigation pending or
threatened which might affect the ability of CyberMedia to use the Assets in the
ordinary course of business. There is no judgment, decree, injunction, rule or
order of any court, governmental department, commission agency, instrumentality
or arbitrator or other similar ruling outstanding against ▇▇▇▇▇▇▇ relating to
the Assets. No action, suit, proceeding or investigation is pending or
threatened by ▇▇▇▇▇▇▇ relating to the Assets.
2.9 Governmental Authorizations and Regulations. ▇▇▇▇▇▇▇ has all
currently required federal, state, local and foreign governmental licenses and
permits material to the conduct of its business relating to the Assets and the
ownership and use of the Assets, such licenses and permits are in full force and
effect, no violations are, to the best knowledge of ▇▇▇▇▇▇▇, recorded in respect
of any such licenses or permits, and no proceeding is pending or, to the
knowledge of ▇▇▇▇▇▇▇, threatened to revoke or limit any thereof. ▇▇▇▇▇▇▇ has
delivered to CyberMedia a true and correct list of all licenses, franchises,
permits and other governmental authorizations held by ▇▇▇▇▇▇▇ that are material
in connection with ▇▇▇▇▇▇▇'▇ ownership and use of the Assets. No consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental or regulatory authority on the part of ▇▇▇▇▇▇▇ is required in
connection with the valid execution and delivery of this Agreement or the sale
and transfer of the Assets or the use of the Assets by CyberMedia.
2.10 Material Contracts; Commitments and Product Warranties. The
Schedule contains a list of (a) all of ▇▇▇▇▇▇▇'▇ contracts relating to the
Assets (whether the applicable party is ▇▇▇▇▇▇▇ or MicroHelp, Inc.), including
purchase orders to ▇▇▇▇▇▇▇, mortgages, indentures, agreements and debt
instruments, (b) all distributorship, reseller, sales representative and similar
agreements, relating to the Assets; (c) all agreements granting any rights in
and to any of the Assets (including, but not limited to, rights to distribute,
license, sublicense or copy the Software), and (d) all agreements between
▇▇▇▇▇▇▇ and any of its shareholders, officers, directors and employees relating
to the Assets (together, the "Contracts"). ▇▇▇▇▇▇▇ has supplied CyberMedia true
and correct copies of all of the Contracts. Each of the Contracts is valid,
binding and in full force and effect in all material respects and enforceable by
▇▇▇▇▇▇▇, in accordance with its terms, subject to the effect of applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application relating to or affecting enforcement of creditors' rights and rules
or laws concerning
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14
equitable remedies. ▇▇▇▇▇▇▇ is not in default under any of the Contracts. No
major customer of ▇▇▇▇▇▇▇ has canceled or threatened cancellation of any
contractual arrangement with ▇▇▇▇▇▇▇ for the provision by ▇▇▇▇▇▇▇ of goods
and/or services. To the best knowledge of ▇▇▇▇▇▇▇ no other party to any of the
Contracts is in material default thereunder. ▇▇▇▇▇▇▇ has supplied to CyberMedia
copies of all product warranties granted with respect to its products comprising
the Assets.
2.11 Manufacturing and Technology Rights. Except as set forth in the
Schedule, ▇▇▇▇▇▇▇ has not granted rights to manufacture, produce, assemble,
license or sell its products or any of its technology related to the Assets to
any other person and is not bound by any agreement which affects ▇▇▇▇▇▇▇'▇
exclusive right to manufacture, assemble or sell its products (including, but
not limited to the Software), or, where appropriate, its technology.
2.12 Contracts, Transactions with Directors, Officers, Etc.
Neither the execution nor delivery of this Agreement, nor the sale and transfer
of the Assets, will, to the best knowledge of ▇▇▇▇▇▇▇, conflict with or result
in a breach of the terms, conditions or provisions of, or constitute a default
under, any contract, covenant or instrument under which any of the directors,
officers, employees or consultants is now obligated. ▇▇▇▇▇▇▇'▇ Assets do not
include any inventions of any of ▇▇▇▇▇▇▇'▇ directors, officers, employees or
consultants made or owned prior to their appointment by ▇▇▇▇▇▇▇ nor do the
Assets violate any limitations or restrictions to which any such director,
officer, employee or consultant is a party or may be subject. To the best of the
knowledge of ▇▇▇▇▇▇▇, no employee of ▇▇▇▇▇▇▇ is in violation of any term of any
employment contract, proprietary information and inventions agreement, or any
other contract or agreement relating to the relationship of any such employee
with ▇▇▇▇▇▇▇ or any previous employer.
2.13 Brokerage. There are no claims for brokerage commissions,
finders' fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by or
on behalf of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ agrees to indemnify and hold CyberMedia harmless
against any liability, settlement or expense arising out of, or in connection
with, any such claim.
2.14 Environmental and Pollution Control Regulation. ▇▇▇▇▇▇▇ has
not been and is not in violation or default of any environmental or pollution
control law or regulation or other administrative regulation and none of the
properties or assets of ▇▇▇▇▇▇▇ (including the Assets), nor the operation or
maintenance thereof, contravened or contravenes any zoning restriction,
environmental or pollution control law or regulation or other administrative
regulation (whether or not permitted because of prior nonconforming use) or
violated or violates any restrictive covenant or any provision of law in such a
way as to adversely affect the Assets.
2.15 Information Furnished True. No representation, warranty or
statement by ▇▇▇▇▇▇▇ in this Agreement or in any written statement or
certificate furnished or to be furnished to CyberMedia pursuant to this
Agreement or in connection with the transactions contemplated hereby contains or
will contain any untrue statement of a material fact or, when taken together,
omits or will omit to state a material fact necessary to make the statements
made herein or therein, in light of the
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15
circumstances under which they were made, not misleading.
2.16 Bulk Sales Laws. The Bulk Sales laws are not applicable to
the sale and transfer of the Assets.
2.17 Termination of Agreements. With respect to the Assets, the
agreements listed in Exhibit H attached hereto have been rightfully and lawfully
terminated, in whole or in part as the case may be, and ▇▇▇▇▇▇▇ has no further
obligations thereunder in connection therewith.
3. Representations and Warranties of CyberMedia. CyberMedia represents
and warrants to ▇▇▇▇▇▇▇ as follows:
3.1 Organization and Standing. CyberMedia is a corporation duly
organized, validly existing and in good standing under the laws of Delaware;
3.2 Corporate Power; Authorization. CyberMedia has now, or will
have at the Effective Date, all requisite legal and corporate power to enter
into this Agreement, to purchase the Assets, and to carry out and perform its
obligations under the terms of this Agreement. All corporate action on the part
of CyberMedia and its officers, directors and shareholders that is necessary for
the authorization, execution and delivery of this Agreement by it, for the
performance of its obligations hereunder, and for the purchase of the Assets,
has been taken or will be taken prior to the Effective Date; and this Agreement,
when executed and delivered, shall constitute the legal and binding obligation
of CyberMedia, enforceable against CyberMedia in accordance with its terms; and
3.3 Other Consents and Approvals. The execution, delivery and
performance of and compliance with this Agreement and the purchase of the Assets
will not result in violation or default of any provision of the charter
documents of CyberMedia, each as in effect on and as of the Effective Date, or
of any material provision of any instrument, mortgage, deed of trust, loan,
contract, commitment, judgment, decree, order or obligation to which it is a
party or by which it is bound. Other than as contemplated by this Agreement, the
execution, delivery and performance of and compliance with this Agreement will
not require any consent or waiver (other than any consents or waivers that have
been obtained).
4. License and Transfer Option.
4.1 License. ▇▇▇▇▇▇▇ hereby grants to CyberMedia for a period of
two years from the Effective Date the exclusive, worldwide, fully paid-up right
and license, with the right to sublicense, under all of ▇▇▇▇▇▇▇'▇ right, title
and interest in that certain Agreement between MicroHelp, Inc. and ▇▇▇ ▇▇▇▇▇▇▇▇▇
dba Maximized Software dated May 29, 1992, as amended (the "Maximized
Agreement"). ▇▇▇▇▇▇▇ represents and warrants that (i) the Maximized Agreement is
currently in full force and effect and (ii) that the intellectual property and
technology licensed under the Maximized Agreement does not comprise any portion
of the UnInstaller version 4.0 portion of the Software.
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The foregoing representations shall be subject to the
indemnification obligations set forth in Section 7 below. The foregoing license
shall be irrevocable and non-terminable for any reason, including, without
limitation, any breach of this Agreement by CyberMedia or otherwise.
4.2 License Consideration. In consideration of the license
granted in Section 4.1 above, CyberMedia hereby agrees to pay, on the Effective
Date, the sum of ** to ▇▇▇▇▇▇▇.
4.3 Irrevocable Transfer Option. ▇▇▇▇▇▇▇ hereby grants to
CyberMedia the irrevocable, exclusive right and option, at CyberMedia's sole
discretion, to receive an assignment and transfer of all of ▇▇▇▇▇▇▇'▇ right,
title and interest in and to all aspects of the Maximized Agreement. Such right
and option shall be exercised as follows: At any time within the period
commencing thirty (30) days from the Effective Date and ending on the date that
is two years from the Effective Date, CyberMedia shall have the irrevocable
right, but not the obligation, to pay to ▇▇▇▇▇▇▇ the sum of ** and thereby
receive an assignment of all right, title and interest under the Maximized
Agreement. Such assignment shall occur automatically upon CyberMedia's payment
of such amount and shall not require any further action on either party's part
to be fully effective. ▇▇▇▇▇▇▇ shall not hereafter contend that such assignment
was conditional, in any manner, with the sole exception of the payment of such
** amount. During the period that this option remains in effect, ▇▇▇▇▇▇▇ shall
not assign, transfer, pledge, grant a security interest in or otherwise encumber
any portion of the Maximized Agreement or the rights granted therein.
5. Effective Date.
5.1 Effective Date. The effective date of this transaction shall
be the date first set forth above (the "Effective Date").
5.2 On or before the Effective Date, ▇▇▇▇▇▇▇ shall deliver to
CyberMedia.2 On or before the Effective Date, ▇▇▇▇▇▇▇ shall deliver to
CyberMedia
5.2.1 A duly executed bill of sale of the tangible
Assets in the form attached hereto as Exhibit E;
5.2.2 A duly executed assignment or assignments of
copyrights in the Intellectual Property Rights included in the Assets in the
form attached hereto as Exhibit F;
5.2.3 A duly executed assignment or assignments of
trademarks in a form reasonably acceptable to CyberMedia;
5.2.4 Evidence of the termination of ▇▇▇▇▇▇▇ ▇▇▇▇▇
Business Financial Services' liens on the Assets and UCC-3 termination
statements related thereto signed by an authorized representative of ▇▇▇▇▇▇▇
▇▇▇▇▇ Business Financial Services to be filed in all applicable jurisdictions;
5.2.5 Evidence of the termination of Silicon Valley
Bank's liens on the
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17
Assets and UCC termination statements related thereto signed by an authorized
representative of Silicon Valley Bank, to be filed in all applicable
jurisdictions; and
5.2.6 Evidence of the termination of the liens of each
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ on the
Assets and UCC termination statements related thereto signed by a legal
representative of each such person, to be filed in the applicable jurisdictions.
5.3 Transfer of Assets.
5.3.1 On the Effective Date, or such other date as
▇▇▇▇▇▇▇ and CyberMedia may agree, ▇▇▇▇▇▇▇ shall transfer the Software to
CyberMedia at CyberMedia's headquarters in Santa Monica, California. All
transfers of Software hereunder shall be by electronic means.
5.3.2 On the Effective Date, or such other date as
▇▇▇▇▇▇▇ and CyberMedia may agree, ▇▇▇▇▇▇▇ shall deliver to CyberMedia at
CyberMedia's headquarters in Santa Monica, California all of the Assets which
are in tangible form.
5.4 Acceptance. On the Effective Date, as set forth in Section
5.3.1, ▇▇▇▇▇▇▇ shall transfer the Assets, including without limitation the
Software, to CyberMedia. The sole condition on CyberMedia's payment of the
amounts due hereunder shall be CyberMedia's ability, to cause the source code
version of the Software to build the object code version thereof in a manner
consistent with customary practices in the computer software industry in the
United States. The date of completion of such "build" is herein referred to as
the "Acceptance Date." Compliance will be delivery of four CDs signed by ▇▇▇▇
▇▇▇▇▇▇▇▇▇ as follows: "BK 3/31/97." For the purposes of this Agreement the
Acceptance Date shall mean the Effective Date. In the event that the Software is
not capable of being built in the manner or within the time described above,
then in such and only such instance, this Agreement shall be terminated, and all
rights in and to the Assets shall automatically revert to ▇▇▇▇▇▇▇ without
further action, and neither party shall have any further liability to the other
hereunder. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ shall provide CyberMedia with
reasonable assistance with such build.
6. Consideration. In consideration of the transfer of the Assets and the
other covenants and indemnities of ▇▇▇▇▇▇▇ hereunder, CyberMedia shall pay
▇▇▇▇▇▇▇ the following consideration:
6.1 Warrant. A warrant ("Warrant") to purchase up to ** shares of
the Common Stock of CyberMedia. Such Warrant shall have an exercise price equal
to the closing price of CyberMedia's Common Stock on the Effective Date. In the
event that, at any time during the period commencing on the Effective Date and
ending on the date that is six (6) months from the Effective Date, CyberMedia
receives a claim that it, in its reasonable discretion, believes to be material
to its full enjoyment of its rights under this Agreement (a "Claim"), CyberMedia
will notify ▇▇▇▇▇▇▇
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thereof. From and after the date of such notice, the Warrant
shall not be exercisable until such time as either such claim has been fully
withdrawn or such claim has been resolved in CyberMedia's favor. No such claim
or notice shall act to extend the term of the Warrant, which shall expire on May
1, 1999. In the event that ▇▇▇▇▇▇▇ exercises its right to purchase any of the
Shares (as defined in the Warrant) during the period commencing on the Effective
Date and ending on the date that is six (6) months from the Effective Date, then
in such event ▇▇▇▇▇▇▇ shall not sell, transfer, pledge, grant a security
interest in or otherwise encumber the Shares prior to the date that is six
months from the Effective Date. In the event that there is a Claim during such
six (6) month period, then CyberMedia will have the right, but not the
obligation, to purchase the Shares from ▇▇▇▇▇▇▇ at the exercise price set forth
in the Warrant. If CyberMedia so purchases the Shares and the Claim has been
fully withdrawn or resolved in CyberMedia's favor, then ▇▇▇▇▇▇▇ will have the
right to repurchase the Shares at such price. The Warrant shall be in the form
set forth as Exhibit G hereto. The Warrant shall be subject to the terms and
conditions of the Registration Rights Agreement attached as Exhibit J hereto.
6.2 Advance. The sum of ** shall be payable to ▇▇▇▇▇▇▇ on the
Acceptance Date (as defined in Section 5.4 above); provided, however, ▇▇▇▇▇▇▇
hereby directs CyberMedia to pay the following: (i) an amount equal to ** to
▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services in satisfaction of that certain WCMA
Note, Loan and Security Agreement No. 701-07304 dated as of July 19, 1996 and in
satisfaction of any obligations of ▇▇▇▇▇▇▇ in connection with such agreement to
the former shareholders of MicroHelp, Inc. listed on Exhibit I hereto pursuant
to that certain letter agreement dated November 18, 1996 by and among MicroHelp,
Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Interactive, Inc. (ii) an amount equal to ** to
Silicon Valley Bank in satisfaction of that certain Factoring Agreement dated
November 8, 1996 and (iii) an aggregate amount equal to ** to the former
shareholders of MicroHelp, Inc. listed on Exhibit I hereto in satisfaction of
those certain Promissory Notes made by ▇▇▇▇▇▇▇ to each of such persons dated
November 18, 1996 and such amounts shall be deducted from the monies otherwise
payable to ▇▇▇▇▇▇▇ under this Section 6.2. ▇▇▇▇▇▇▇ shall cause ▇▇▇▇▇▇▇ ▇▇▇▇▇
Business Financial Services, Silicon Valley Bank and the persons named on
Exhibit I hereto to terminate all liens on the assets and file UCC termination
statements in all applicable jurisdictions in connection therewith within
fifteen (15) days after the Effective Date. ▇▇▇▇▇▇▇ shall provide CyberMedia
with all evidence of such terminations and UCC filings. Such amount shall be an
advance against and recoupable from any amounts otherwise due to ▇▇▇▇▇▇▇ under
Section 6.3 below as set forth in Section 6.4 below.
6.3 Royalty. During the period commencing on the Effective Date
and continuing through March 30, 1999, CyberMedia shall pay to ▇▇▇▇▇▇▇ a royalty
for each copy of a product containing the Assets sold or licensed, as set forth
in this Section. Such royalty shall be equal to a percentage of CyberMedia's Net
Revenues (defined below) actually received by CyberMedia with respect to sales
or licenses of any product containing the Software or any other portion of the
Assets. For sales to related parties, such royalty shall be computed as if the
software had been sold or licensed on an arms-length basis. Such royalty shall
be paid and accounted for on a calendar quarterly basis, for sales and licenses
made during the preceding quarter. The percentage of Net Revenues shall be as
set forth below for the applicable calendar quarter.
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19
Calendar Quarter Ending Percentage of Net
Revenues
-----------------------------------------------------------------------
June 30, 1997 **
September 30, 1997 **
December 31, 1997 **
Thereafter through March 30, 1999 **
From and after March 30, 1999, no further amounts will be due
hereunder. As used herein, the term "Net Revenues" shall mean all amounts
actually received by CyberMedia from sales or licenses of products containing
the Assets or any portion thereof, less allowances for credits, returns and
promotional discounts. In circumstances where a product of CyberMedia is
comprised of both some portion of the Assets and other products ("Combined
Products"), then CyberMedia shall make a reasonable allocation of the portion of
the amounts received with respect to such Combined Product to be allocated to
Net Revenues hereunder. Such allocation will be based, where possible, upon the
relative list prices of the products included in such Combined Product.
6.4 Adjustment; Recoupment. The royalty amounts due to ▇▇▇▇▇▇▇
under Section 6.3 above shall be adjusted as set forth in this Section. Of the
royalty amounts payable to ▇▇▇▇▇▇▇ under Section 6.3 above, one-half of such
amounts shall be paid to ▇▇▇▇▇▇▇ and one-half shall be retained by CyberMedia as
a recoupment of the advance paid under Section 6.2 above; provided, however that
with respect to each of the eight (8) calendar quarters commencing with the
calendar quarter ending June 30, 1997, CyberMedia shall guarantee payment to
▇▇▇▇▇▇▇ of a minimum royalty of ** per quarter, for a total of **. By way of
example and not limitation:
(i) if the amount of Net Revenues for a particular
quarter were ** and ▇▇▇▇▇▇▇'▇ royalty rate for such quarter were **%, then
▇▇▇▇▇▇▇'▇ royalty for such quarter would be ** under Section 6.3 above. In such
event ** of such amount ** would, under the immediately preceding sentence, be
paid to ▇▇▇▇▇▇▇ and the other ** would be retained by CyberMedia in recoupment
of the advance paid under Section 6.2 above. However, under such sentence, given
the applicable minimum royalty, ▇▇▇▇▇▇▇ would be owed **. The remaining
difference ** would be retained by CyberMedia and credited against the advance
referred to in Section 6.2 above.
(ii) if the amount of Net Revenues for a particular
quarter were ** and ▇▇▇▇▇▇▇'▇ royalty rate for such quarter were ** then
▇▇▇▇▇▇▇'▇ royalty for such quarter would be ** under Section 6.3 above. In such
event ** of such amount * would be paid to ▇▇▇▇▇▇▇ and the ** would be retained
by CyberMedia in recoupment of the advance paid under Section 6.2 above. The
minimum royalty would not be paid in that instance.
Upon recoupment by CyberMedia of all amounts paid under Section 6.2
above, ▇▇▇▇▇▇▇
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shall receive all applicable royalties earned through March 30, 1999. At any
such time the aggregate minimum royalty set forth in this Section 6.4 is paid in
full, then CyberMedia's obligation to pay a quarterly minimum royalty shall
terminate.
6.5 Accounting. Within 30 days following the end of each calendar
quarter during which payments are due under Section 6.3 above, CyberMedia shall
submit to ▇▇▇▇▇▇▇ a statement setting forth the royalty due under Section 6.3
above with respect to such quarter and the basis for such calculation, in
reasonable detail. Such statement shall be accompanied by payment of any amounts
due.
6.6 Examination. CyberMedia shall keep accurate books and records
relating to the calculation of amounts due under Section 6.3 above. ▇▇▇▇▇▇▇
shall have the right, not more than once in each 12-month period, at its sole
cost and expense to engage a nationally recognized accounting firm to examine
the books and records relating to the amounts due under such Section, provided
that such accounting firm shall agree to disclose the results of such
examination both to CyberMedia and to ▇▇▇▇▇▇▇, provided, further, that such
accounting firm shall agree to be bound by a customary nondisclosure agreement.
In the event any such examination reveals an underpayment of more than ** of
amounts payable to ▇▇▇▇▇▇▇ during the period subject to examination, CyberMedia
shall pay the cost of such examination in addition to the amounts due.
6.7 Right of Offset. In the event that CyberMedia is subject to a
claim related to the transfer of Assets hereunder, including without limitation
any claim for amounts due in connection with CyberMedia's exploitation of the
Assets, CyberMedia, after consultation with ▇▇▇▇▇▇▇, shall have the right to
offset against amounts otherwise due under Section 6.3 above an amount equal to
the amount CyberMedia reasonably anticipates it will be required to expend in
defending or settling such claim. Upon the final adjudication or other
conclusion of such claim, CyberMedia shall immediately remit to ▇▇▇▇▇▇▇ any
amounts then due under Section 6.3.
6.8 No Guarantee. ▇▇▇▇▇▇▇ acknowledges and agrees that CyberMedia
is making no guarantees under this Agreement with respect to the sales of the
Software or the amount of any royalty that will be paid to ▇▇▇▇▇▇▇ hereunder.
6.9 MicroHelp Litigation..9 MicroHelp Litigation. ▇▇▇▇▇▇▇ has
entered into a series of Agreements dated as of November 18, 1996 under which
▇▇▇▇▇▇▇ acquired the stock of MicroHelp, Inc., a Georgia corporation
("MicroHelp"). MicroHelp was the licensee under that certain license agreement
dated May 29, 1992 under which Maximized Software, Inc. ("Maximized"), granted
to MicroHelp certain rights in and to the Software, in return for, among other
things, a royalty. MicroHelp is currently a party to that certain litigation in
the U.S. District Court for the Northern District of Georgia in which Maximized
has contended that it is owed certain amounts under its agreement with
MicroHelp. ▇▇▇▇▇▇▇ understands and agrees that in addition to ▇▇▇▇▇▇▇'▇
indemnification obligations under Section 7.4 below, that, of the royalty and
other amounts to be paid under Section 6.3 above, CyberMedia will retain and
hold an amount equal to ** of Net Revenues from the Net Revenues otherwise
payable to ▇▇▇▇▇▇▇, until such time as it receives assurances that it will not
be required to
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21
pay any amounts to Maximized. CyberMedia's receipt of a duly executed release
stating that ▇▇▇▇▇▇▇▇▇ has released MicroHelp, ▇▇▇▇▇▇▇ and CyberMedia from any
claim for future payment shall be a sufficient assurance.
6.10 Failure to Pay. In the event that CyberMedia does not make a
required quarterly payment as set forth in Section 6.3 above, ▇▇▇▇▇▇▇ shall
provide CyberMedia with written notice of such failure to pay via certified
mail. If CyberMedia does not make the required quarterly payment within thirty
(30) days of receipt of such written notice, then ▇▇▇▇▇▇▇ may, at its option,
declare any unpaid portion of the minimum royalty due under Section 6.4 due and
payable.
6.11 Sale of Assets. In the event that CyberMedia sells the
Assets to a third party, prior to March 30, 1999, then CyberMedia shall pay any
unpaid portion of the minimum royalty under Section 6.4 within thirty (30) days
of such event.
7. Indemnity.
7.1 ▇▇▇▇▇▇▇ Indemnity. ▇▇▇▇▇▇▇ agrees to indemnify CyberMedia and
hold it harmless with respect to any liabilities, losses, damages, costs or
expenses (including reasonable legal fees and expenses) incurred by CyberMedia
or by any of its subsidiaries or by any successor of any of them, directly or
indirectly, to the extent that such liabilities, losses, damages or expenses,
are occasioned by, caused by or arise out of (all such following events
collectively referred to hereinafter as "Indemnity Events"):
7.1.1 Any breach by ▇▇▇▇▇▇▇ of this Agreement;
7.1.2 Any inaccuracy in or breach of any of the
representations or warranties or failure to perform any of the covenants made by
▇▇▇▇▇▇▇ in this Agreement, or any certificate, exhibit, instrument or other
document delivered pursuant to this Agreement;
7.1.3 Any and all actions brought by any current or
former shareholder or employee of ▇▇▇▇▇▇▇, or MicroHelp against CyberMedia which
arise out of or relate to this Agreement or any exhibit, instrument or other
document or the transactions contemplated hereby;and
7.1.4 Any debts, claims, liabilities, or obligations of
▇▇▇▇▇▇▇, including but not limited to, any of the foregoing relating to the
sale, license, distribution or other transfer or the development or other
exploitation of any version of the Software or the Assets.
7.2 Assertion of Claims. If CyberMedia shall have any claim of
indemnification pursuant to Section 7.1 hereof, it shall give written notice
thereof to ▇▇▇▇▇▇▇, including a brief description of the facts upon which such
claim is based and the amount thereof.
7.3 Claims Against CyberMedia. CyberMedia shall control the
defense, settlement or other disposition of any such claim for which
indemnification may be sought, and all
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22
parties to this Agreement will cooperate with CyberMedia in any such defense,
including, without limitation, by revealing all information pertinent thereto
within their control and by testifying for and on behalf of CyberMedia.
CyberMedia shall have the right, but not the obligation, to compromise or settle
any such claim, after consultation with ▇▇▇▇▇▇▇.
7.4 General Indemnity. ▇▇▇▇▇▇▇ agrees to indemnify CyberMedia and
hold it harmless with respect to any liabilities, losses, damages, costs or
expenses (including reasonable legal fees and expenses) incurred by CyberMedia
or by any of its subsidiaries or by any successor of any of them, directly or
indirectly, to the extent that such liabilities, losses, damages or expenses,
are occasioned by or arise out of any action, suit, proceeding or investigation
in connection with the Assets, including without limitation any claim by the
former shareholders or employees of MicroHelp, any current or former
shareholders or employees of ▇▇▇▇▇▇▇, Maximized Software, Inc., Yorkton
Securities Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
or Microtech Marketing Services, Inc.
8. ▇▇▇▇▇▇▇'▇ Post-Effective Date Covenants.
8.1 Access. ▇▇▇▇▇▇▇ shall afford to CyberMedia full access during
normal business hours to all of ▇▇▇▇▇▇▇'▇ books and records and shall furnish to
CyberMedia all information concerning ▇▇▇▇▇▇▇'▇ business, properties and
personnel which relates to the Assets, as CyberMedia may reasonably request.
8.2 Further Assurances. ▇▇▇▇▇▇▇ shall execute, acknowledge and
deliver any further assignments, conveyances and other assurances, documents and
instruments of transfer, consistent with the terms of this Agreement, reasonably
requested by CyberMedia or its counsel and shall take any other action,
consistent with the terms of this Agreement, that may be reasonably requested by
CyberMedia or its counsel for the purpose of assigning, transferring, granting,
conveying, and confirming to CyberMedia or reducing to possession, any or all of
the Assets.
8.3 Use of Corporate and Trade Name. ▇▇▇▇▇▇▇ agrees that from and
after the Effective Date they shall not use the names and marks "UnInstaller,"
"MicroHelp UnInstaller"or any similar name as a corporate or trade name, nor
will they use such names or similar names with respect to any product or service
sold offered by ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ hereby grants to CyberMedia a worldwide,
perpetual, exclusive and fully paid-up license to use the name and mark
"MicroHelp UnInstaller" in connection with the reproduction, marketing and
distribution of the Software. In the event that CyberMedia abandons use of such
name and mark, then the rights granted under the immediately preceding sentence
shall immediately terminate.
8.4 Cooperation. ▇▇▇▇▇▇▇ shall not voluntarily undertake any
course of action inconsistent with the satisfaction of its obligations or
agreements set forth in this Agreement and shall promptly do such acts and take
all such measures as may be appropriate to enable CyberMedia to perform as early
as practicable the obligations provided in this Agreement to be performed by
CyberMedia.
-18-
23
9. Noncompetition Covenants. ▇▇▇▇▇▇▇ agrees that without the written
consent of CyberMedia, it will not at any time following the Effective Date and
continuing for so long thereafter as ▇▇▇▇▇▇▇ has the right to receive payments
hereunder, directly or indirectly engage in, or have any interest in any person,
firm, corporation, or business (whether as an employee, officer, director,
agent, security holder, creditor, consultant or otherwise) that engages in any
competitive activity which is the same as, substantially similar to, or
competitive with the Assets so long as CyberMedia (or any successor to
CyberMedia), shall engage in such activity. As used herein, the term
"competitive activity" shall include any service or computer program, whether
delivered over tangible media or the Internet or other network, the principal
feature of which is to move or remove desktop applications and related files so
as to enhance the performance of a computing device. The parties intend that the
covenant contained in this Section shall be construed as a series of separate
covenants, and if, in any judicial proceeding, a court shall refuse to enforce
any of the separate covenants deemed and included in this Section, then that
unenforceable covenant shall be deemed eliminated from these provisions for the
purpose of those proceedings to the extent necessary to permit the remaining
separate covenants to be enforced. Nothing herein shall prevent ▇▇▇▇▇▇▇ from
developing, manufacturing, selling, licensing, distributing or otherwise
exploiting a computer program for managing Internet applications (as opposed to
desktop applications), incidental features of which are the clean-up of
duplicative files and browser cache clean-up.
10. Confidentiality.
10.1 Condition of Confidentiality. Each of the parties hereto and
their respective representatives will hold in confidence any data and
information obtained with respect to any other party, or the business of any
other party, from any representative, officer, director or employee of such
party, or from any books or records of such party in connection with this
Agreement or the transactions contemplated by this Agreement, and shall not use
such data and information or disclose the same to others, except if such data or
information is published or is a matter of public knowledge or is required by
any applicable law or regulation to be disclosed. Following the Effective Date,
to the maximum extent permitted by applicable law, the confidential information
relating to the Assets shall at all times be and remain the sole and exclusive
property of CyberMedia, and ▇▇▇▇▇▇▇ agrees to observe confidentiality with
regard to same and to insure that its employees and shareholders do the same. It
is understood and agreed that any party's remedies at law for a breach by
another party of its obligations under this Section will be inadequate and that
the non-breaching party shall, in the event of any such breach, be entitled to
equitable relief (including without limitation, injunctive relief and specific
performance) in addition to all other remedies provided under this Agreement or
available to the non-breaching party at law. The obligations and rights of the
parties under this Section shall survive any expiration or termination of this
Agreement for any reason whatsoever. If this Agreement is terminated for any
reason, all written data and information obtained by any of the parties hereto
from any other party in this matter shall be returned to the relevant party and
each party agrees to use all reasonable efforts to keep confidential any
information obtained by it in this matter unless and until such information is
ascertainable from public or published information or trade sources or is
otherwise a matter of public knowledge.
-19-
24
10.2 Developments Projects. Notwithstanding Section 10.1 hereof,
▇▇▇▇▇▇▇ and the Shareholder, on the one hand, and CyberMedia, on the other hand,
acknowledge that each may now or hereafter own or develop products or technology
which may be similar to some of the confidential information of the other,
including but not limited to, technical information of the other. Each of the
parties hereto acknowledges that nothing contained in this Section 9 shall be
construed as limiting any party's current of future development projects so long
as such does not result in a breach of Sections 9 or 10.1.
11. Miscellaneous.
11.1 Governing Law. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of California
applicable to contracts between California residents entered into and to be
performed entirely within the State of California. Any action or proceeding
brought by either party against the other arising out of or related to this
Agreement shall be brought only in a state or federal court of competent
jurisdiction located in San Francisco, California, and the parties hereby
consent to the in personam jurisdiction of said courts.
11.2 Entire Agreement; Amendment. This Agreement, the Exhibits
and Schedules attached thereto and hereby incorporated herein, and the other
documents delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and thereof
and supersedes and revokes all other previous discussions, understandings and
agreements, whether oral or written, between the parties with regard to the
subject matter hereto. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), with the written
consent of ▇▇▇▇▇▇▇ and CyberMedia.
11.3 Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to any party upon any breach or default of any
other party under this Agreement shall impair any such right, power or remedy of
that party nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereunder occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of a party of any breach or default under this Agreement, or any waiver
on the part of any holder of any provisions or conditions of this Agreement,
must be in writing and shall be effective only to the extent specifically set
forth in such writing. All remedies, either under this Agreement or by law or
otherwise, afforded to the parties hereunder shall be cumulative and not
alternative.
11.4 Notices, Etc. All notices and other communications required
or permitted hereunder shall be in writing and shall be effective upon hand
delivery by messenger or upon receipt by facsimile with a confirming copy sent
by first-class mail, postage prepaid, or five (5) days after deposit in the U.S.
postal system by certified or registered mail, return receipt requested, postage
-20-
25
prepaid:
If to CyberMedia:
CyberMedia, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to ▇▇▇▇▇▇▇:
▇▇▇▇▇▇▇ Interactive, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇
or at such other address as the relevant party shall furnish to the other
parties in writing.
11.5 Attorneys' Fees. In any action brought to construe or
enforce this Agreement, the party who substantially prevails shall receive in
addition to any other remedy to which it may be entitled compensation for all
expenses incurred in pursuing such action, including, but not limited to,
reasonable attorneys' fees, expert witness fees and costs.
11.6 Expenses. Each party shall bear its own expenses and legal
fees incurred on its behalf with respect to this Agreement and the transactions
contemplated hereby.
11.7 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be enforceable and all of which together
shall constitute one instrument.
11.8 Severability. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
11.9 Titles and Headings. The titles and headings contained in
this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this
-21-
26
Agreement.
11.10 Assignment. ▇▇▇▇▇▇▇ shall not assign this Agreement without
the prior written consent of CyberMedia. Such consent may be withheld in
CyberMedia's sole discretion. The assignment of ▇▇▇▇▇▇▇'▇ rights under this
Agreement to Line, Inc., a Delaware corporation and wholly-owned subsidiary of
▇▇▇▇▇▇▇, is hereby approved. ▇▇▇▇▇▇▇ shall continue to be obligated under this
Agreement provided CyberMedia permits any assignment hereunder.
11.11 Successors and Assigns. Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the affiliates, subsidiaries, successors and assigns of the parties
hereto.
11.12 Survival of Representations and Warranties. In addition to
the provisions of this Agreement, all statements contained in any certificates,
exhibits, instruments or other documents delivered by any party pursuant to the
provisions of this Agreement shall be deemed to be representations and
warranties by such party. The representations and warranties of the parties
shall survive the Effective Date.
11.13 Rights of Third Parties. Nothing contained in this
Agreement, express or implied, shall be deemed to confer any rights or remedies
upon, nor obligate any of the parties hereto, to any person or entity other than
such parties, unless so stated to the contrary.
-22-
27
IN WITNESS WHEREOF, the parties below have executed this
Agreement as of the date first above written.
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Title: President
----------------------------------------
CYBERMEDIA, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Title: President and Chief Executive Officer
----------------------------------------
[Signature Page to Asset Purchase Agreement]
28
EXHIBIT A
MINUTES OF THE BOARD OF DIRECTORS OF ▇▇▇▇▇▇▇ INTERACTIVE, INC.
29
WAIVER OF NOTICE OF SPECIAL MEETING OF
THE BOARD OF DIRECTORS OF
▇▇▇▇▇▇▇ Interactive, Inc.
A Delaware corporation
WE, THE UNDERSIGNED, being all the members of the Board of Directors of
▇▇▇▇▇▇▇ Interactive, Inc., a corporation under the laws of the State of
Delaware, do hereby waive notice of time, place and purpose of the special
meeting of the Board of Directors of said Corporation, and do fix the 21st day
of March 1997 at 4:30 p.m., as the time of a meeting.
We hereby waive all the requirements of the statutes of the State of
Delaware as to notice of said meeting and the publication thereof; and we
consent to transaction at said meeting of such business as may properly come
before the meeting.
Dated: March 21, 1997 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
30
MINUTES OF MEETING
OF THE BOARD OF DIRECTORS OF
▇▇▇▇▇▇▇ INTERACTIVE, INC.
CALL TO ORDER
A meeting of the Board of Directors of ▇▇▇▇▇▇▇ Interactive, Inc., a
Delaware corporation (the "Corporation"), was held at the offices of ▇▇▇▇▇▇▇
Interactive, Inc., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on
the 21st day of March 1997 at 4:30 p.m.
ROLL CALL
There were present at said meeting the following directors:
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
(by telephone)
Also Present:
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
There being present a majority of the directors of the
Corporation, it was determined that a Quorum for the transaction of business
existed.
LICENSE OF UNINSTALLER TO CYBERMEDIA
WHEREAS, the Chairman advised the meeting that negotiations had been
conducted with Cybermedia, Inc. in furtherance of an asset sale of the Company's
Uninstaller product line to Cybermedia. Cybermedia had proposed to acquire
Uninstaller on the following terms: Aggregate payment of $8.4 million dollars
with $3.9 million due at closing and $4.5 million due in installments over the
next two years; payment of additional royalties based on a royalty payment
schedule; and a grant to ▇▇▇▇▇▇▇ of warrants to purchase 150,000 shares of
Cybermedia common stock at market price with Cybermedia's commitment to register
the warrants within a stated period after closing; Cybermedia and ▇▇▇▇▇▇▇ would
both have the rights to use of the Uninstaller customer list subject to both
parties mutual commitment to update the list for each other's benefit;
assignment of the license agreement between INSO Chicago Corporation and
Microhelp to Cybermedia and ▇▇▇▇▇▇▇ would retain the source code and the right
to develop and market Internet version of Uninstaller.
31
WHEREAS, the Chairman stated that it is necessary to pass a
resolution accepting the proposal of Cybermedia, Inc. to license Uninstaller,
After discussion, upon motion duly made, seconded and
unanimously carried, it was:
RESOLVED, that it is in the best interests of the Corporation
that the Corporation enter into an agreement with Cybermedia, Inc. on the
general terms as described by the Chairman; and
FURTHER RESOLVED, that the officers of the Corporation be hereby
authorized to negotiate the specific terms of an appropriate agreement.
GRANT OF WARRANTS TO PURCHASE STOCK
WHEREAS, the Chairman advised the meeting that the Board of
Directors has determined that it is in the best interest of the Corporation to
grant warrants to purchase shares of the Corporation's common stock to Diameter
Holdings, Ltd. and Dr. ▇▇▇▇ ▇▇▇▇▇▇. It was noted that Diameter Holdings and ▇▇.
▇▇▇▇▇▇ rendered valuable services and support to the Corporation and assisted
the Corporation in attending the Spring Internet World trade show. The Chairman
proposed that warrants to purchase shares be granted as set forth below:
Name Warrants Exercise Price
---- -------- --------------
Diameter Holdings 10,000 $1.00
Dr. ▇▇▇▇ ▇▇▇▇▇▇ 5,000 $1.00
After discussion, upon motion duly made, seconded and
unanimously carried, it was:
RESOLVED, that warrants to purchase 10,000 shares and 5,000
shares of the Corporation's common stock at $1.00 per share are hereby granted
to Diameter Holdings, Ltd. and Dr. ▇▇▇▇ ▇▇▇▇▇▇, respectively. Such warrants
shall be immediately vested.
The undersigned, Secretary of the Corporation, hereby certifies
that the foregoing are the resolutions adopted by the Board of Directors at a
meeting held pursuant to waiver of notice, all Directors being present, on
March 21, 1997
/s/ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Dated: 21 March 1997 -------------------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Secretary
32
EXHIBIT B
THE SOFTWARE
MICROHELP UNINSTALLER, THE SOURCE CODE AND OBJECT CODE THEREFORE AND ALL RELATED
TECHNICAL AND USER DOCUMENTATION, ALL VERSIONS THEREOF, INCLUDING WITHOUT
LIMITATION VERSIONS 3.0, 3.5 AND 4.0, AND ANY INTERMEDIATE RELEASES RELATED
THERETO AND ALL TRANSLATIONS THEREOF, INCLUDING WITHOUT LIMITATION THE JAPANESE,
GERMAN, ITALIAN, AND SPANISH TRANSLATIONS OF THE FOREGOING.
33
EXHIBIT C
ASSETS
Intellectual Property. Schedule C-1 sets forth a list of all
Intellectual Property Rights of ▇▇▇▇▇▇▇ to be transferred to CyberMedia. Such
schedule shall be updated as of the Effective Date.
Property. Schedule C-2 sets forth a list of all tangible and incidental
assets of ▇▇▇▇▇▇▇ to be transferred to CyberMedia. Such schedule shall be
updated as of the Effective Date.
Other Assets. Schedule C-3 sets forth a list of all other assets of
▇▇▇▇▇▇▇ to be transferred to CyberMedia. Such schedule shall be updated as of
the Effective Date.
34
SCHEDULE C-1
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in and to the Assets, including the
Software and Documentation (as defined in Schedule C-2), including all prior,
current and future versions, all derivative works and all translations thereof.
All trademarks and trade names of ▇▇▇▇▇▇▇ used in connection with the
Software, including but not limited to "UNINSTALLER". CyberMedia may use the
name and mark "MicroHelp UnInstaller" in connection with the reproduction,
marketing and distribution of the Software as provided in Section 7.3 of the
Agreement.
Without limiting the foregoing, the following Intellectual property
Rights of ▇▇▇▇▇▇▇ are transferred to CyberMedia:
Trademarks
"UNINSTALLER" -- Assignment filed in ▇▇▇▇ County, Georgia by ▇▇▇
▇▇▇▇▇▇▇▇▇ dba Maximized Software to MicroHelp, Inc. as of May 29, 1992;
application filed with the United States Patent and Trademark Office but refused
as of January 18, 1995.
"REMEMBER, IT'S A JUNGLE IN THERE" -- United States Patent and Trademark
Office Registration No. 1,957,984; Registered February 20, 1996.
"SMARTLINKS" -- Common law trademark claimed; no intent to use
application filed.
"HEY, EVERYONE CAN USE A LITTLE HELP" -- Common law trademark claimed;
no intent to use application filed.
Copyrights
Common law copyright claimed in all software assets.
Patents
None.
-2-
35
SCHEDULE C-2
PROPERTY
Incidental Property:
1. The master copies of the Software and all versions thereof.
2. All tangible embodiments of the source code for the Software (the
"Source Code"). For the purposes of this Agreement the Source Code shall be
interpreted as commonly understood in the computer software industry. Without
limiting the generality of the foregoing, the Source Code shall include the
human readable form of the object code of the Software and the related system
documentation, including all comments and any procedural code, notes on the
software architecture, computer program listings and other computer program
documentation.
3. All documentation relating to the Software, including, but not
limited to the following (collectively, the "Documentation"): (i) user, quality
assurance, technical support, marketing and training documentation and all
camera-ready text and artwork relating to same; (ii) all materials useful for
design and understanding of the Software (such as logic manuals, flow charts,
and principals of operation); and (iii) all machine-readable text or graphic
files subject to display relating to the foregoing.
Tangible Property:
1. A copy, in machine readable form, of the customer list relating
to the Software. The parties agree that for the purposes of this Agreement the
customer list shall be valued at **. ▇▇▇▇▇▇▇ shall have the right to retain one
copy of such list, but agrees that it will not use such list in any manner that
is competitive with the business of CyberMedia relating to the Assets, including
without limitation by contacting customers from such list for the purpose of
selling such customers any product that is competitive with any portion of the
Assets.
-3-
36
SCHEDULE C-3
OTHER ASSETS AND CONTRACTS
1. All of the rights, but not the liabilities, associated with the
following agreements:
(a) Subject to Section 1.3 of the Agreement, Software License Agreement
between MicroHelp, Inc. and Western Digital Corporation dated August 16, 1996.
(b) Agreement between MicroHelp, Inc. and Iomega Corporation dated
January 17, 1995, as amended by an Amendment dated December 29, 1995.
(c) Software License Agreement between MicroHelp and Powerquest Software
dated September 8, 1996, as amended by an Addendum dated September 8, 1996.
(d) Republishing and Distribution Agreement between ▇▇▇▇▇▇▇ Interactive,
Inc. and Marubeni Corporation dated March 4, 1997.
(e) Computer Software License Agreement dated October 11, 1995 between
MicroHelp, Inc. and INSO Corporation, as amended by Amendment I dated July 29,
1996.
(f) Subject to Section 4 of the Agreement, License Agreement between ▇▇▇
▇▇▇▇▇▇▇▇▇ dba Maximized Software and MicroHelp, Inc. dated May 29, 1992 for
UnInstaller and Quick WIN.INI Cleaner, as amended by an Amendment dated April 1,
1993, and by two Amendments dated December 3, 1993.
(g) Computer Software License Agreement dated November 10, 1994 between
Systems Compatibility Corporation and MicroHelp, Inc., as amended by an
Amendment dated January 10, 1995 and by an Amendment dated February 9, 1995.
(h) Distributor Agreement dated December 11, 1995 between Merisel
Americas, Inc. and MicroHelp, Inc.
(i) Distribution Agreement dated April 5, 1994 between ▇▇▇▇▇▇ Micro,
Inc. and MicroHelp, Inc. as amended by Letter Agreement dated May 17, 1995.
(j) Software Distribution Agreement dated March 4, 1996 between Tech
Data Corporation and MicroHelp, Inc.
(k) Letter Agreement dated April 9, 1996 between GT Interactive Software
Corp. and MicroHelp, Inc.
-4-
37
2. All of the rights, but not the liabilities, associated with all customer
contracts for the Software prior to the date hereof.
3. ▇▇▇▇▇▇▇ hereby assigns all rights, title and interest in and to any
causes of action that ▇▇▇▇▇▇▇ may have related to the Assets including without
limitation any claims against any former shareholders or employees of MicroHelp,
Inc.
4. Purchase orders for all inventory currently in the possession of Warner
Media fulfillment house, not to exceed a purchase order for ** units of version
3.5 of the Software at ** per unit and a purchase order for ** units of version
4.0 of the Software at ** per unit.
-5-
38
EXHIBIT D
SCHEDULE OF EXCEPTIONS
Section 2.4: Liens and Encumbrances
Factoring Agreement dated November 8, 1996 between Silicon Valley Financial
Services (a division of Silicon Valley Bank) and ▇▇▇▇▇▇▇ Interactive, Inc.
WCMA Note, Loan and Security Agreement No. 701-07304 dated July 19, 1996 between
▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services, Inc. and MicroHelp, Inc.
General Security Agreement dated November 18, 1996 between ▇▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇▇▇▇ Interactive, Inc.
Section 2.8: Pending or Threatened Litigation
Maximized Software, Inc. v. MicroHelp, Inc. Case No. 1 96-CV-1052-CC - United
States District Court for the Northern District of Georgia, Atlanta Divisions.
Microtech Marketing Services, Inc. v. MicroHelp, Inc., ▇▇▇▇▇▇▇ Interactive, Inc.
et al. Case No. 774940 - Orange County Superior Court.
39
EXHIBIT E
BILL OF SALE
Pursuant to the Asset Purchase Agreement between ▇▇▇▇▇▇▇ Interactive,
Inc. a Delaware corporation ("▇▇▇▇▇▇▇") and CyberMedia, Inc., a Delaware
corporation ("CyberMedia"), dated April __, 1997 (the "Agreement"), ▇▇▇▇▇▇▇ for
good and valuable consideration, receipt of which is hereby acknowledged, does
hereby transfer, convey, sell, assign and deliver to CyberMedia and CyberMedia's
successors and assigns good, valid and marketable title to all of the Assets, as
such term is defined in Section 1.1 of the Agreement, free and clear of any and
all mortgages, pledges, leases, licenses, charges, liens and encumbrances,
unless otherwise stated on Exhibit D to the Agreement.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇ has caused this Bill of Sale to be duly
executed as of April __, 1997.
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By:
-----------------------------------
▇▇▇▇ ▇▇▇▇▇, President
40
EXHIBIT F
ASSIGNMENT OF COPYRIGHT
WHEREAS, ▇▇▇▇▇▇▇ Interactive, Inc., a Delaware corporation, (hereinafter
"Assignor"), and CyberMedia, Inc., a Delaware corporation, (hereinafter
"Assignee") are parties to that certain Asset Purchase Agreement dated as of
April __, 1997 (the "Agreement") pursuant to which Assignor sold, conveyed,
transferred, assigned and delivered to Assignee all right, title and interest in
and to certain intellectual property, including all patent, copyright, trademark
and other intellectual property rights therein together with the business
associated therewith.
NOW, THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, Assignor hereby transfers, conveys and assigns to
Assignee all right, title and interest whatsoever, throughout the world, in and
under the copyrights on the works identified on Exhibit B to the Agreement,
including without limitation that certain computer software program known as
"MicroHelp Uninstall," to have and to hold the same, unto Assignee, its
successors and assigns, for the full duration of all such rights, and any
renewals and extensions thereof.
Assignor further transfers, conveys and assigns unto Assignee the entire
right, title and interest in and to any and all causes of action and rights of
recovery for past infringement of the copyrights herein assigned.
This Assignment is made pursuant to and is subject to all the terms of
the Agreement.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇ Interactive, Inc. and CyberMedia, Inc. have
each caused this instrument to be signed in its name by its duly authorized
officer to be effective as of the ___ day of April, 1997.
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By:
--------------------------------------
▇▇▇▇ ▇▇▇▇▇
President
CYBERMEDIA, INC.
By:
--------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
President
41
EXHIBIT G
FORM OF WARRANT
42
COMMON STOCK PURCHASE WARRANT
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED
PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "SHARES") WILL BE, ACQUIRED SOLELY
FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE SHARES (TOGETHER, THE
"SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
VOID AFTER MAY 1, 1999
CYBERMEDIA, INC.
WARRANT TO PURCHASE ** SHARES OF COMMON STOCK
_________________
THIS CERTIFIES THAT, for value received, ▇▇▇▇▇▇▇ Interactive, Inc. (the
"HOLDER") is entitled to subscribe for and purchase from CyberMedia, Inc., a
Delaware corporation (the "COMPANY"), ** shares (as adjusted pursuant to Section
3 hereof) of the fully paid and nonassessable Common Stock, $0.01 par value (the
"SHARES"), of the Company at the price of ** per share (the "EXERCISE PRICE")
(as adjusted pursuant to Section 3 hereof), subject to the provisions and upon
the terms and conditions hereinafter set forth.
This Warrant is subject to the following terms and conditions:
1. Method of Exercise; Payment.
(a) Exercise. Subject to subsection (c) below, the purchase
rights represented by this Warrant may be exercised by the Holder, in whole or
in part, from time to time by the surrender of this Warrant (with the notice of
exercise form (the "NOTICE OF EXERCISE") attached hereto as
-3-
43
Exhibit A duly executed) at the principal office of the Company, and by the
payment to the Company of an amount equal to the Exercise Price multiplied by
the number of the Shares being purchased, which amount may be paid, at the
election of the Holder, by wire transfer or certified check payable to the order
of the Company. The person or persons in whose name(s) any certificate(s)
representing Shares shall be issuable upon exercise of this Warrant shall be
deemed to have become the holder(s) of record of, and shall be treated for all
purposes as the record holder(s) of, the Shares represented thereby (and such
Shares shall be deemed to have been issued) immediately prior to the close of
business on the date or dates upon which this Warrant is exercised.
(b) Stock Certificates. In the event of any exercise of the
rights represented by this Warrant, certificates for the shares of Common Stock
so purchased shall be delivered to the Holder within a reasonable time and,
unless this Warrant has been fully exercised or has expired, a new Warrant
representing the shares with respect to which this Warrant shall not have been
exercised shall also be issued to the Holder within such time.
(c) Vesting. Notwithstanding anything to the contrary set
forth herein, this Warrant may be exercised only as set forth in this subsection
(c). In the event that, at any time during the period commencing on the date
hereof and ending on the date that is six (6) months from the date hereof, the
Company receives a claim that it, in its reasonable discretion, believes to be
material to its full enjoyment of its rights under that certain Asset Purchase
Agreement related to the purchase of certain assets of Holder between the
parties dated of even date herewith (a "Claim"), the Company will notify Holder
thereof. From and after the date of such notice, this Warrant shall not be
exercisable until such time as either such claim has been fully withdrawn or
such claim has been resolved in the Company's favor. No such claim or notice
shall act to extend the term of this Warrant, which shall expire on May 1, 1999.
In the event that Holder exercises its right to purchase any of the Shares
during the period commencing on the date hereof and ending on the date that is
six (6) months from the date hereof, then in such event Holder shall not sell,
transfer, pledge, grant a security interest in or otherwise encumber the Shares
prior to the date that is six months from the date hereof. In the event that
there is a Claim during such six (6) month period, then the Company will have
the right, but not the obligation, to purchase the Shares from Holder at the
exercise price set forth in this Warrant. If the Company so purchases the Shares
and the Claim has been fully withdrawn or resolved in the Company's favor, then
▇▇▇▇▇▇ will have the right to repurchase the Shares at such price.
2. Stock Fully Paid; Reservation of Shares. All of the Shares
issuable upon the exercise of the rights represented by this Warrant will, upon
issuance and receipt of the Exercise Price therefor, be fully paid and
nonassessable, and free from all preemptive rights, rights of first refusal or
first offer, taxes, liens and charges with respect to the issuance thereof.
During the period within which the rights represented by this Warrant may be
exercised, the Company shall at all times have authorized and reserved for
issuance sufficient shares of its Common Stock to provide for the
-4-
44
exercise of the rights represented by this Warrant.
3. Adjustment of Exercise Price and Number of Shares. Subject to
the provisions of Section 12 hereof, the number and kind of Shares purchasable
upon the exercise of this Warrant and the Exercise Price therefor shall be
subject to adjustment from time to time upon the occurrence of certain events,
as follows:
(a) Reclassification, Consolidation or Merger. In case of
any reclassification of the Common Stock (other than a change in par value, or
as a result of a subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation (other than a
consolidation or merger with another corporation in which the Company is a
continuing corporation and in which the Company's stockholders immediately
preceding such consolidation or merger own at least 50% of the voting securities
of the Company following such consolidation or merger and which does not result
in any reclassification of the Shares issuable upon exercise of this Warrant),
or in case of any sale of all or substantially all of the assets of the Company,
the Company, or such successor or purchasing corporation as the case may be,
shall execute a new Warrant, providing that the holder of this Warrant shall
have the right to exercise such new Warrant, and procure upon such exercise and
payment of the same aggregate Exercise Price, in lieu of the Shares of Common
Stock theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change, consolidation, sale of all or substantially all of the
Company's assets or merger by a holder of an equivalent number of shares of
Common Stock. Such new Warrant shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section 3. The provisions of this subsection (a), subject to Section 12 hereof,
shall similarly apply to successive reclassifications, consolidations, mergers,
and the sale of all or substantially all of the Company's assets.
(b) Stock Splits, Dividends and Combinations. In the event
that the Company shall at any time subdivide the outstanding shares of Common
Stock, or shall issue a stock dividend on its outstanding shares of Common
Stock, the number of Shares issuable upon exercise of this Warrant immediately
prior to such subdivision or to the issuance of such stock dividend shall be
proportionately increased, and the Exercise Price shall be proportionately
decreased, and in the event that the Company shall at any time combine the
outstanding shares of Common Stock, the number of Shares issuable upon exercise
of this Warrant immediately prior to such combination shall be proportionately
decreased, and the Exercise Price shall be proportionately increased, effective
at the close of business on the date of such subdivision, stock dividend or
combination, as the case may be.
4. Notices.
-5-
45
(a) Upon any adjustment of the Exercise Price and any
increase or decrease in the number of Shares purchasable upon the exercise of
this Warrant in accordance with Section 3 hereof, then, and in each such case,
the Company, within thirty (30) days thereafter, shall give written notice
thereof to the Holder at the address of such Holder as shown on the books of the
Company which notice shall state the Exercise Price as adjusted and, if
applicable, the increased or decreased number of Shares purchasable upon the
exercise of this Warrant, setting forth in reasonable detail the method of
calculation of each.
(b) Any written notice by the Company required or permitted
hereunder shall be given by hand delivery or first class mail, postage prepaid,
addressed to the Holder at the address shown on the books of the Company for the
Holder.
5. Transfer of Warrant. Except in accordance with the conditions
contained in Section 6 hereof, this Warrant and all rights hereunder are not
transferable. In order to effect any transfer of all or a portion of this
Warrant or the Shares, the transferor shall deliver a completed and duly
executed Notice of Transfer (attached hereto as Exhibit B).
6. Condition of Exercise or Transfer of Warrant.
(a) Unless exercised pursuant to an effective registration
statement under the Act which includes the Shares so exercised, it shall be a
condition to any exercise or transfer of this Warrant that the Company shall
have received, at the time of such exercise or transfer, a representation in
writing from the recipient or transferee in the form attached hereto as Exhibit
A-1 or Exhibit B-1, respectively, that the Shares being issued upon exercise, or
this Warrant (or portion hereof) transferred, as the case may be, are being
acquired for investment and not with a view to any sale or distribution thereof.
(b) It shall be a further condition to any transfer of this
Warrant, or of any or all of the Shares issued upon exercise of this Warrant,
other than a transfer registered under the Act, that the Holder shall have given
written notice to the Company which shall describe the manner and circumstances
of the proposed transfer and be accompanied by a written opinion of ▇▇▇▇▇▇'s
legal counsel or a "no-action" letter reasonably satisfactory to the Company
stating that such transfer is exempt from the registration and delivery
requirements of the Act and applicable state securities laws.
(c) Each certificate evidencing the Shares issued upon
exercise of this Warrant, or transfer of such shares (other than a transfer
registered under the Act or any subsequent transfer of shares so registered)
shall be stamped or imprinted with a legend substantially in the following form:
-6-
46
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH
SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT.
Subject to this Section 6, the Company may instruct its transfer agent
not to register the transfer of all or a part of this Warrant, or any of the
Shares, unless one of the conditions specified in the above legend is satisfied.
7. Removal of Legend. Upon request of a holder of a certificate
with the legend referred to in Section 6 hereof, the Company shall issue to such
holder a new certificate therefor free of any transfer legend, if, with such
request, the Company shall have received either an opinion of counsel or a
"no-action" letter referred to in Section 6(b) of this agreement to the effect
that any transfer by such holder of the shares evidenced by such certificate
will not violate the Act and applicable state securities laws; provided,
however, that the Company shall not be obligated to remove any such legends
prior to the closing date of the Public Offering.
8. Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment therefor upon the basis of the
Exercise Price then in effect.
9. Representations and Warranties of the Company. The Company
represents and warrants to the Holder as follows:
(a) This Warrant has been duly authorized and executed by
the Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms;
(b) The Shares have been duly authorized and reserved for
issuance by the Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable;
(c) The rights, preferences, privileges and restrictions
granted to or imposed upon the Shares and the holders thereof are as set forth
in the Company's Certificate of Incorporation, a true and complete copy of which
has been delivered to the original Holder of this Warrant; and
-7-
47
(d) The execution and delivery of this Warrant are not, and
the issuance of the Shares upon exercise of this Warrant in accordance with the
terms hereof will not be, inconsistent with the Company's Certificate of
Incorporation or Bylaws, as amended.
10. Representations and Warranties by the Holder. The Holder
represents and warrants to the Company as follows:
(a) This Warrant is being acquired for its own account, for
investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Act. Upon
exercise of this Warrant, the Holder shall, if so requested by the Company,
confirm in writing, in a form reasonably satisfactory to the Company, that the
Shares issuable upon exercise of this Warrant are being acquired for investment
and not with a view toward distribution or resale.
(b) The Holder understands that the Warrant and the Shares
have not been registered under the Act by reason of their issuance in a
transaction exempt from the registration and prospectus delivery requirements of
the Act pursuant to Section 4(2) thereof, and that they must be held by the
Holder indefinitely, and that the Holder must therefore bear the economic risk
of such investment indefinitely, unless a subsequent disposition thereof is
registered under the Act or is exempted from such registration. The Holder
further understands that the Shares have not been qualified under the California
Securities Law of 1968 (the "CALIFORNIA LAW") by reason of their issuance in a
transaction exempt from the qualification requirements of the California Law
pursuant to Section 25102(f) thereof, which exemption depends upon, among other
things, the bona fide nature of the Holder's investment intent expressed above.
(c) The Holder has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the purchase of this Warrant and the Shares purchasable pursuant to the
terms of this Warrant and of protecting its interests in connection therewith.
(d) The Holder is able to bear the economic risk of the
purchase of the Shares pursuant to the terms of this Warrant.
11. Rights of Stockholders. No holder of this Warrant shall be
entitled, as a Warrant holder, to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company which may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the holder of this Warrant, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock,
-8-
48
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have been
exercised and the Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein.
12. Expiration of Warrant. This Warrant shall expire and shall no
longer be exercisable as of 5:00 p.m., California local time, on May 1, 1999.
13. Miscellaneous.
(a) This Warrant is being delivered in the State of
California and shall be construed and enforced in accordance with and governed
by the laws of such State. The parties expressly stipulate that any litigation
under this Warrant shall be brought in the State courts of the Counties of Santa
▇▇▇▇▇ or San Francisco, California and in the United States District Court for
the Northern District of California. The parties agree to submit to the
jurisdiction and venue of those courts.
(b) The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
(c) The terms of this Warrant shall be binding upon and
shall inure to the benefit of any successors or assigns of the Company and of
the holder or holders hereof and of the Shares issued or issuable upon the
exercise hereof.
(d) This Warrant and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof.
(e) The Company shall not, by amendment of its Certificate
of Incorporation, or through any other means, directly or indirectly, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant
and shall at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of the holder of this Warrant against impairment.
(f) Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, upon surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver to the holder of record, in
lieu thereof, a new Warrant of like date and tenor.
-9-
49
(g) This Warrant and any provision hereof may be amended,
waived or terminated only by an instrument in writing signed by the Company and
the Holder.
(h) Receipt of this Warrant by the holder hereof shall
constitute acceptance of and agreement to the foregoing terms and conditions.
-10-
50
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.
Issued this 2nd day of April, 1997.
CYBERMEDIA, INC.
By: ___________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
Acknowledged and Accepted:
---------------------------------
▇▇▇▇▇▇▇ Interactive, Inc.
By:______________________
Authorized signatory
[Signature Page to Warrant]
51
EXHIBIT A
NOTICE OF EXERCISE
TO: CyberMedia, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
1. The undersigned hereby elects to purchase shares of Common Stock
of CyberMedia, Inc. pursuant to the terms of this Warrant, and tenders herewith
payment of the purchase price of such shares in full.
2. Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:
---------------------------------
(Name)
---------------------------------
---------------------------------
(Address)
3. The undersigned hereby represents and warrants that the
aforesaid shares of Common Stock are being acquired for the account of the
undersigned for investment and not with a view to, or for resale, in connection
with the distribution thereof, and that the undersigned has no present intention
of distributing or reselling such shares and all representations and warranties
of the undersigned set forth in Section 10 of the attached Warrant are true and
correct as of the date hereof. In support thereof, the undersigned agrees to
execute an Investment Representation Statement in a form substantially similar
to the form attached to the Warrant as Exhibit A-1.
--------------------------------
(Signature and Date)
Title: _________________________
52
EXHIBIT A-1
INVESTMENT REPRESENTATION STATEMENT
PURCHASER : ▇▇▇▇▇▇▇ Interactive, Inc.
SELLER : CyberMedia, Inc.
COMPANY : CyberMedia, Inc.
SECURITY : COMMON STOCK ISSUED UPON EXERCISE OF THE COMMON STOCK PURCHASE
WARRANT ISSUED ON APRIL 2, 1997
AMOUNT : __________ SHARES
DATE : ____________, 19__
In connection with the purchase of the above-listed Securities, I, the
Purchaser, represent to the Seller and to the Company the following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Securities. I am
purchasing these Securities for my own account for investment purposes only and
not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Securities
Act").
(b) I understand that the Securities have not been registered under
the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of my
investment intent as expressed herein. In this connection, I understand that, in
the view of the Securities and Exchange Commission (the "SEC"), the statutory
basis for such exemption may be unavailable if my representation was predicated
solely upon a present intention to hold these Securities for the minimum capital
gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a period of
one year or any other fixed period in the future.
(c) I further understand that the Securities must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available. Moreover, I understand
that the Company is under no obligation to register the Securities. In addition,
I understand that the certificate evidencing the Securities will be imprinted
with a legend
53
which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel for
the Company.
(d) I am familiar with the provisions of Rule 144, promulgated under
the Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof, in a non-public offering subject to the satisfaction of certain
conditions.
The Securities may be resold in certain limited circumstances subject to
the provisions of Rule 144, which requires among other things: (1) the
availability of certain public information about the Company, (2) the resale
occurring not less than two years after the party has purchased, and made full
payment for, within the meaning of Rule 144, the securities to be sold; and, in
the case of an affiliate, or of a non-affiliate who has held the securities less
than three years, (3) the sale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable.
(e) I agree, in connection with any of the Company's underwritten
public offerings of the Company's securities, (1) not to sell, make short sale
of, loan, grant any options for the purchase of, or otherwise dispose of any
shares of Common Stock of the Company held by me (other than those shares
included in the registration) without the prior written consent of the Company
or the underwriters managing such initial underwritten public offering of the
Company's securities for one hundred eighty (180) days from the effective date
of such registration, and (2) I further agree to execute any agreement
reflecting (1) above as may be requested by the underwriters at the time of the
public offering; provided however that the officers and directors of the Company
who own the stock of the Company also agree to such restrictions.
(f) I further understand that in the event all of the applicable
requirements of Rule 144 are not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the SEC has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk.
-------------------------------
(Signature)
-2-
54
By:____________________________
Title:_________________________
Date:________________, 19__
-3-
55
EXHIBIT B
NOTICE OF TRANSFER
(To be signed only upon transfer of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________________________ the right represented by
the attached Warrant to purchase ** shares of Common Stock of CyberMedia, Inc.,
to which the attached Warrant relates, and appoints ______________ Attorney to
transfer such right on the books of CyberMedia, Inc., with full power of
substitution in the premises.
Dated: ____________________
--------------------------------
(Signature must conform in all
respects to name of Holder as
specified on the face of the
Warrant)
--------------------------------
(Address)
Signed in the presence of:
----------------------------
56
EXHIBIT B-1
INVESTMENT REPRESENTATION STATEMENT
OF TRANSFEREE
PURCHASER :
TRANSFEROR :
COMPANY : CyberMedia, Inc.
SECURITY : COMMON STOCK PURCHASE WARRANT ORIGINALLY ISSUED ON APRIL 2, 1997
AMOUNT : __________ SHARES
DATE : ____________, 19__
In connection with the purchase of the above-listed Securities, I, the
Purchaser, represent to the Seller and to the Company the following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Securities. I am
purchasing these Securities for my own account for investment purposes only and
not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Securities
Act").
(b) I understand that the Securities have not been registered under
the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of my
investment intent as expressed herein. In this connection, I understand that, in
the view of the Securities and Exchange Commission (the "SEC"), the statutory
basis for such exemption may be unavailable if my representation was predicated
solely upon a present intention to hold these Securities for the minimum capital
gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a period of
one year or any other fixed period in the future.
57
(c) I further understand that the Securities must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available. Moreover, I understand
that the Company is under no obligation to register the Securities. In addition,
I understand that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel for
the Company.
(d) I am familiar with the provisions of Rule 144, promulgated under
the Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof, in a non-public offering subject to the satisfaction of certain
conditions.
The Securities may be resold in certain limited circumstances subject to
the provisions of Rule 144, which requires among other things: (1) the
availability of certain public information about the Company, (2) the resale
occurring not less than two years after the party has purchased, and made full
payment for, within the meaning of Rule 144, the securities to be sold; and, in
the case of an affiliate, or of a non-affiliate who has held the securities less
than three years, (3) the sale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable.
(e) I agree, in connection with any of the Company's underwritten
public offerings of the Company's securities, (1) not to sell, make short sale
of, loan, grant any options for the purchase of, or otherwise dispose of any
shares of Common Stock of the Company held by me (other than those shares
included in the registration) without the prior written consent of the Company
or the underwriters managing such initial underwritten public offering of the
Company's securities for one hundred eighty (180) days from the effective date
of such registration, and (2) I further agree to execute any agreement
reflecting (1) above as may be requested by the underwriters at the time of the
public offering; provided however that the officers and directors of the Company
who own the stock of the Company also agree to such restrictions.
(f) I further understand that in the event all of the applicable
requirements of Rule 144 is not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the SEC has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk.
58
-------------------------------
(Signature)
By:____________________________
Title:_________________________
Date:________________, 19__
59
EXHIBIT H
DISTRIBUTION AGREEMENTS TO BE TERMINATED
1) Republisher Agreement between MicroHelp, Inc. and AB Pro dated as of
July 1, 1996.
2) Republishing Agreement between MicroHelp, Inc. and Questar dated as of
March 1, 1996.
3) Republishing Agreement between MicroHelp, Inc. and MicroBasic GmbH dated
as of March 1, 1996
4) Republishing Agreement between MicroHelp, Inc. and ▇▇▇▇▇▇▇▇ Manhattan
Group, Limited dated as of March 15, 1996.
5) International Distribution Agreement between MicroHelp, Inc. and Power
Reporting dated as of August 15, 1995.
6) Distribution Agreement between MicroHelp, Inc. and BFL Software dated as
of September 19, 1996.
7) European Distribution Agreement between MicroHelp, Inc. and Convey A.S.
dated as of May 20, 1996.
8) Any other distribution agreements between ▇▇▇▇▇▇▇ and other third
parties to the extent they relate to the Assets.
60
EXHIBIT I
FORMER SHAREHOLDERS OF MICROHELP, INC.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
61
EXHIBIT J
REGISTRATION RIGHTS AGREEMENT
62
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made as of April 2, 1997 by and
between CyberMedia Inc., a Delaware corporation (the "Company") and ▇▇▇▇▇▇▇
Interactive, Inc. ("Holder").
RECITALS
WHEREAS, the Company and Holder are parties to that certain Asset
Purchase Agreement (the "Purchase Agreement") dated as of April 2, 1997; and
WHEREAS, in connection with the Purchase Agreement, the Company is
issuing to Holder a Warrant to purchase ** shares of the Company's Common Stock
(the "Warrant").
WHEREAS, the Company has agreed to grant to Holder certain registration
rights with respect to the Registrable Securities, as defined below.
NOW THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission of
the United States or any other U.S. federal agency at the time administering the
Securities Act.
"Common Stock" shall mean shares of the Company's Common Stock.
"Holder" shall mean ▇▇▇▇▇▇▇ Interactive, Inc.
"Other Holders" shall mean holders of Company securities having
received registration rights pursuant prior to the date hereof.
"Registrable Securities" means (i) the Company's Common Stock,
(ii) the Common Stock issuable upon exercise of the Warrant (if such warrant is
exercisable under Section 1(c) thereof) and (iii) any shares of Common Stock
issued or issuable in respect of such Common Stock upon any stock split, stock
dividend, recapitalization, or similar event. Shares of Common Stock shall only
be treated as Registrable Securities if they have not been (A) sold to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction or (B) sold or, in the opinion of counsel to the Company,
are available for sale in a single transaction exempt from the registration and
prospectus delivery requirements of the Securities Act so that all transfer
restrictions and restrictive legends with respect thereto are removed upon the
consummation of such sale.
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63
The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses, except as
otherwise stated below, incurred by the Company in complying with Section 2
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company (but not fees and disbursements of special counsel for Holder,
if any, that is not also counsel for the Company), Blue Sky fees and expenses
and the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, or any
similar United States federal statute.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
Holder.
2. REGISTRATION ON FORM S-3.
(a) Request for Registration. If Holder requests that the
Company file a registration statement on Form S-3 (or any successor form to Form
S-3) for a public offering of all Holder's Registrable Securities within three
months from the time Company is entitled to use Form S-3 to register the
Registrable Securities for such an offering (the date on which such three month
period ends, the "Registration Deadline"), the Company shall cause all of such
Registrable Securities to be registered for the offering by the Registration
Deadline on such form and to cause such Registrable Securities to be qualified
in such jurisdictions as the Holder or Holders may reasonably request. Nothing
contained herein shall limit Company's ability to include any Registrable
Securities of any Other Holder in any registration on Form S-3.
(b) Limitations. Notwithstanding the foregoing, the Company
shall not be obligated to take any action pursuant to this Section 2: (i) in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act; (ii) if
the Company shall furnish to Holder a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors it
would be seriously detrimental to the Company or its shareholders for
registration statements to be filed in the near future, then the Company's
obligation to use its best efforts to file a registration statement shall be
deferred for a period not to exceed sixty (60) days from the Registration
Deadline.
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3. EXPENSES OF REGISTRATION.
(a) Registration Expenses. The Company shall bear all
Registration Expenses incurred in connection with all registrations pursuant to
Section 2.
(b) Selling Expenses. Unless otherwise stated, all Selling
Expenses relating to securities registered on behalf of the Holders and Other
Holders shall be borne by the Holders and Other Holders pro rata on the basis of
the number of shares so registered.
4. REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will:
(a) keep ▇▇▇▇▇▇ advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof;
(b) prepare and file with the Commission a registration
statement and any amendments thereto with respect to such securities and use its
best efforts to cause such registration statement to become and remain effective
for at least one hundred twenty (120) days or until the distribution described
in the Registration Statement has been completed; and
(c) furnish to the Holder and to the underwriters of the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents as
such Holder and the underwriters may reasonably request in order to facilitate
the public offering of such securities.
5. INDEMNIFICATION.
(a) By Company. The Company will indemnify Holder with
respec t to which egistration, qualification or compliance has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls any underwriter within the meaning of Section 15 of the Securities Act,
against all expenses, claims, losses, damages or liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, or any violation or alleged violation by the Company of the
Securities Act, or the Securities Exchange Act of 1934, as amended (the "1934
Act"), or any rule or regulation promulgated under the Securities Act or the
1934 Act applicable to the Company in connection with any such registration,
qualification or compliance, and the Company will reimburse Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other
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65
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission, made in reliance
upon and in conformity with written information furnished to the Company by an
instrument duly executed by ▇▇▇▇▇▇, controlling person or underwriter and stated
to be specifically for use therein. If the Holder is represented by counsel
other than counsel for the Company, the Company will not be obligated under this
Section 5(a) to reimburse legal fees and expenses of more than one separate
counsel for Holder.
(b) By ▇▇▇▇▇▇. Holder will, if Registrable Securities held
by Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each Other Holder, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and such Other Holders for any legal
or any other expenses reasonably incurred by them in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by ▇▇▇▇▇▇ and stated to be specifically
for use therein. Notwithstanding the foregoing, the liability of Holder under
this subsection (b) shall be limited in an amount equal to the public offering
price of the shares sold by Holder, unless such registration liability arises
out of or is based on willful conduct by Holder.
(c) Procedures. Each party entitled to indemnification under
this Section 5 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action and provided further that the Indemnifying Party shall not
assume the defense for matters as to which there is a conflict of interest or
separate and different defenses. No Indemnifying Party, in the defense of any
such claim or litigation, shall,
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66
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
6. INFORMATION BY ▇▇▇▇▇▇. Holder shall furnish to the Company such
information regarding Holder as shall be necessary to enable the Company to
comply with the provisions hereof in connection with any registration,
qualification or compliance referred to in this Agreement.
7. RESTRICTIVE LEGEND. Each certificate representing Registrable
Securities shall be stamped or otherwise imprinted with a legend substantially
in the following form, in addition to any legend that may now or hereafter be
required by the California Department of Corporations or any other state
securities law or regulation:
"THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS ON SALE, TRANSFER, AND HYPOTHECATION AS SET FORTH
IN A REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER
CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER'S
PREDECESSOR IN INTEREST. COPIES OF SUCH AGREEMENT ARE ON FILE AT
THE PRINCIPAL OFFICE OF THE ISSUER CORPORATION AND WILL BE
FURNISHED UPON REQUEST TO SUCH REGISTERED HOLDER."
8. MISCELLANEOUS.
(a) Governing Law. This Agreement will be governed by and
construed under the laws of California as applied to agreements among California
residents entered into and to be performed entirely within California.
(b) Amendments and Waivers. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holder. Any
amendment or waiver effected in accordance with this paragraph will be binding
upon each holder of any securities purchased under this Agreement at the time
outstanding (including securities into which such securities are convertible),
each future holder of all such securities and the Company.
(c) Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegally invalid, unenforceable or void, this Agreement shall continue in full
force and effect without said provision. In such event, the parties shall
negotiate, in good faith, a legal, valid and binding substitute provision which
most nearly effects the intent of the parties in entering into this Agreement.
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67
(d) Notices. All notices to Holder will be mailed by
registered or certified mail to the addresses maintained in the Company's
records for such Holders. Notices will be effective three (3) days after deposit
in the U.S. Mail.
(e) Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together will constitute one and the same instrument.
(f) Titles, Subtitles and Table of Contents. The titles,
subtitles and table of contents used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.
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68
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
COMPANY
CYBERMEDIA, INC.
By:
Name:
Title:
HOLDER
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By:______________________________________
Name:
Title:
[Signature page to Registration Rights Agreement]
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69
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made as of April 2, 1997 by and
between CyberMedia Inc., a Delaware corporation (the "Company") and ▇▇▇▇▇▇▇
Interactive, Inc. ("Holder").
RECITALS
WHEREAS, the Company and Holder are parties to that certain Asset
Purchase Agreement (the "Purchase Agreement") dated as of April 2, 1997; and
WHEREAS, in connection with the Purchase Agreement, the Company is
issuing to Holder a Warrant to purchase ** shares of the Company's Common Stock
(the "Warrant").
WHEREAS, the Company has agreed to grant to Holder certain registration
rights with respect to the Registrable Securities, as defined below.
NOW THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission of
the United States or any other U.S. federal agency at the time administering the
Securities Act.
"Common Stock" shall mean shares of the Company's Common Stock.
"Holder" shall mean ▇▇▇▇▇▇▇ Interactive, Inc.
"Other Holders" shall mean holders of Company securities having
received registration rights pursuant prior to the date hereof.
"Registrable Securities" means (i) the Company's Common Stock,
(ii) the Common Stock issuable upon exercise of the Warrant (if such warrant is
exercisable under Section 1(c) thereof) and (iii) any shares of Common Stock
issued or issuable in respect of such Common Stock upon any stock split, stock
dividend, recapitalization, or similar event. Shares of Common Stock shall only
be treated as Registrable Securities if they have not been (A) sold to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction or (B) sold or, in the opinion of counsel to the Company,
are available for sale in a single transaction exempt from the registration and
prospectus delivery requirements of the Securities Act so that all transfer
restrictions and restrictive legends with respect thereto are removed upon the
consummation of such sale.
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70
The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses, except as
otherwise stated below, incurred by the Company in complying with Section 2
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company (but not fees and disbursements of special counsel for Holder,
if any, that is not also counsel for the Company), Blue Sky fees and expenses
and the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, or any
similar United States federal statute.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
Holder.
2. REGISTRATION ON FORM S-3.
(a) Request for Registration. If Holder requests that the
Company file a registration statement on Form S-3 (or any successor form to Form
S-3) for a public offering of all Holder's Registrable Securities within three
months from the time Company is entitled to use Form S-3 to register the
Registrable Securities for such an offering (the date on which such three month
period ends, the "Registration Deadline"), the Company shall cause all of such
Registrable Securities to be registered for the offering by the Registration
Deadline on such form and to cause such Registrable Securities to be qualified
in such jurisdictions as the Holder or Holders may reasonably request. Nothing
contained herein shall limit Company's ability to include any Registrable
Securities of any Other Holder in any registration on Form S-3.
(b) Limitations. Notwithstanding the foregoing, the Company
shall not be obligated to take any action pursuant to this Section 2: (i) in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act; (ii) if
the Company shall furnish to Holder a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors it
would be seriously detrimental to the Company or its shareholders for
registration statements to be filed in the near future, then the Company's
obligation to use its best efforts to file a registration statement shall be
deferred for a period not to exceed sixty (60) days from the Registration
Deadline.
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71
3. EXPENSES OF REGISTRATION.
(a) Registration Expenses. The Company shall bear all
Registration Expenses incurred in connection with all registrations pursuant to
Section 2.
(b) Selling Expenses. Unless otherwise stated, all Selling
Expenses relating to securities registered on behalf of the Holders and Other
Holders shall be borne by the Holders and Other Holders pro rata on the basis of
the number of shares so registered.
4. REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will:
(a) keep ▇▇▇▇▇▇ advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof;
(b) prepare and file with the Commission a registration
statement and any amendments thereto with respect to such securities and use its
best efforts to cause such registration statement to become and remain effective
for at least one hundred twenty (120) days or until the distribution described
in the Registration Statement has been completed; and
(c) furnish to the Holder and to the underwriters of the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents as
such Holder and the underwriters may reasonably request in order to facilitate
the public offering of such securities.
5. INDEMNIFICATION.
(a) By Company. The Company will indemnify Holder with
respect to which registration, qualification or compliance has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls any underwriter within the meaning of Section 15 of the Securities Act,
against all expenses, claims, losses, damages or liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, or any violation or alleged violation by the Company of the
Securities Act, or the Securities Exchange Act of 1934, as amended (the "1934
Act"), or any rule or regulation promulgated under the Securities Act or the
1934 Act applicable to the Company in connection with any such registration,
qualification or compliance, and the Company will reimburse Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other
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72
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission, made in reliance
upon and in conformity with written information furnished to the Company by an
instrument duly executed by ▇▇▇▇▇▇, controlling person or underwriter and stated
to be specifically for use therein. If the Holder is represented by counsel
other than counsel for the Company, the Company will not be obligated under this
Section 5(a) to reimburse legal fees and expenses of more than one separate
counsel for Holder.
(b) By ▇▇▇▇▇▇. Holder will, if Registrable Securities held
by Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each Other Holder, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and such Other Holders for any legal
or any other expenses reasonably incurred by them in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by ▇▇▇▇▇▇ and stated to be specifically
for use therein. Notwithstanding the foregoing, the liability of Holder under
this subsection (b) shall be limited in an amount equal to the public offering
price of the shares sold by Holder, unless such registration liability arises
out of or is based on willful conduct by Holder.
(c) Procedures. Each party entitled to indemnification under
this Section 5 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action and provided further that the Indemnifying Party shall not
assume the defense for matters as to which there is a conflict of interest or
separate and different defenses. No Indemnifying Party, in the defense of any
such claim or litigation, shall,
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73
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
6. INFORMATION BY HOLDER Holder shall furnish to the Company such
information regarding Holder as shall be necessary to enable the Company to
comply with the provisions hereof in connection with any registration,
qualification or compliance referred to in this Agreement.
7. RESTRICTIVE LEGEND. Each certificate representing Registrable
Securities shall be stamped or otherwise imprinted with a legend substantially
in the following form, in addition to any legend that may now or hereafter be
required by the California Department of Corporations or any other state
securities law or regulation:
"THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS ON SALE, TRANSFER, AND HYPOTHECATION AS SET FORTH
IN A REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER
CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER'S
PREDECESSOR IN INTEREST. COPIES OF SUCH AGREEMENT ARE ON FILE AT
THE PRINCIPAL OFFICE OF THE ISSUER CORPORATION AND WILL BE
FURNISHED UPON REQUEST TO SUCH REGISTERED HOLDER."
8. MISCELLANEOUS.
(a) Governing Law. This Agreement will be governed by and
construed under the laws of California as applied to agreements among California
residents entered into and to be performed entirely within California.
(b) Amendments and Waivers. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holder. Any
amendment or waiver effected in accordance with this paragraph will be binding
upon each holder of any securities purchased under this Agreement at the time
outstanding (including securities into which such securities are convertible),
each future holder of all such securities and the Company.
(c) Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegally invalid, unenforceable or void, this Agreement shall continue in full
force and effect without said provision. In such event, the parties shall
negotiate, in good faith, a legal, valid and binding substitute provision which
most nearly effects the intent of the parties in entering into this Agreement.
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74
(d) Notices. All notices to Holder will be mailed by
registered or certified mail to the addresses maintained in the Company's
records for such Holders. Notices will be effective three (3) days after deposit
in the U.S. Mail.
(e) Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together will constitute one and the same instrument.
(f) Titles, Subtitles and Table of Contents. The titles,
subtitles and table of contents used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.
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75
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
COMPANY
CYBERMEDIA, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President and
Chief Executive Officer
HOLDER
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
[Signature page to Registration Rights Agreement]
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TAB 3
COMMON STOCK PURCHASE WARRANT
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED
PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "SHARES") WILL BE, ACQUIRED SOLELY
FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE SHARES (TOGETHER, THE
"SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
VOID AFTER MAY 1, 1999
CYBERMEDIA, INC.
WARRANT TO PURCHASE ** SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, ▇▇▇▇▇▇▇ Interactive, Inc. (the
"HOLDER") is entitled to subscribe for and purchase from CyberMedia, Inc., a
Delaware corporation (the "COMPANY"), ** shares (as adjusted pursuant to Section
3 hereof) of the fully paid and nonassessable Common Stock, $0.01 par value (the
"SHARES"), of the Company at the price of ** per share (the "EXERCISE PRICE")
(as adjusted pursuant to Section 3 hereof), subject to the provisions and upon
the terms and conditions hereinafter set forth.
This Warrant is subject to the following terms and conditions:
1. Method of Exercise; Payment.
(a) Exercise. Subject to subsection (c) below, the purchase
rights represented by this Warrant may be exercised by the Holder, in whole or
in part, from time to time by the surrender of this Warrant (with the notice of
exercise form (the "NOTICE OF EXERCISE") attached hereto as Exhibit A duly
executed) at the principal office of the Company, and by the payment to the
Company of an amount equal to the Exercise Price multiplied by the number of the
Shares being
77
purchased, which amount may be paid, at the election of the Holder, by wire
transfer or certified check payable to the order of the Company. The person or
persons in whose name(s) any certificate(s) representing Shares shall be
issuable upon exercise of this Warrant shall be deemed to have become the
holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the Shares represented thereby (and such Shares shall be deemed to
have been issued) immediately prior to the close of business on the date or
dates upon which this Warrant is exercised.
(b) Stock Certificates. In the event of any exercise of the
rights represented by this Warrant, certificates for the shares of Common Stock
so purchased shall be delivered to the Holder within a reasonable time and,
unless this Warrant has been fully exercised or has expired, a new Warrant
representing the shares with respect to which this Warrant shall not have been
exercised shall also be issued to the Holder within such time.
(c) Vesting. Notwithstanding anything to the contrary set
forth herein, this Warrant may be exercised only as set forth in this subsection
(c). In the event that, at any time during the period commencing on the date
hereof and ending on the date that is six (6) months from the date hereof, the
Company receives a claim that it, in its reasonable discretion, believes to be
material to its full enjoyment of its rights under that certain Asset Purchase
Agreement related to the purchase of certain assets of Holder between the
parties dated of even date herewith (a "Claim"), the Company will notify Holder
thereof. From and after the date of such notice, this Warrant shall not be
exercisable until such time as either such claim has been fully withdrawn or
such claim has been resolved in the Company's favor. No such claim or notice
shall act to extend the term of this Warrant, which shall expire on May 1, 1999.
In the event that Holder exercises its right to purchase any of the Shares
during the period commencing on the date hereof and ending on the date that is
six (6) months from the date hereof, then in such event Holder shall not sell,
transfer, pledge, grant a security interest in or otherwise encumber the Shares
prior to the date that is six months from the date hereof. In the event that
there is a Claim during such six (6) month period, then the Company will have
the right, but not the obligation, to purchase the Shares from Holder at the
exercise price set forth in this Warrant. If the Company so purchases the Shares
and the Claim has been fully withdrawn or resolved in the Company's favor, then
▇▇▇▇▇▇ will have the right to repurchase the Shares at such price.
2. Stock Fully Paid; Reservation of Shares. All of the Shares
issuable upon the exercise of the rights represented by this Warrant will, upon
issuance and receipt of the Exercise Price therefor, be fully paid and
nonassessable, and free from all preemptive rights, rights of first refusal or
first offer, taxes, liens and charges with respect to the issuance thereof.
During the period within which the rights represented by this Warrant may be
exercised, the Company shall at all times have authorized and reserved for
issuance sufficient shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant.
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78
3. Adjustment of Exercise Price and Number of Shares. Subject to
the provisions of Section 12 hereof, the number and kind of Shares purchasable
upon the exercise of this Warrant and the Exercise Price therefor shall be
subject to adjustment from time to time upon the occurrence of certain events,
as follows:
(a) Reclassification, Consolidation or Merger. In case of
any reclassification of the Common Stock (other than a change in par value, or
as a result of a subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation (other than a
consolidation or merger with another corporation in which the Company is a
continuing corporation and in which the Company's stockholders immediately
preceding such consolidation or merger own at least 50% of the voting securities
of the Company following such consolidation or merger and which does not result
in any reclassification of the Shares issuable upon exercise of this Warrant),
or in case of any sale of all or substantially all of the assets of the Company,
the Company, or such successor or purchasing corporation as the case may be,
shall execute a new Warrant, providing that the holder of this Warrant shall
have the right to exercise such new Warrant, and procure upon such exercise and
payment of the same aggregate Exercise Price, in lieu of the Shares of Common
Stock theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change, consolidation, sale of all or substantially all of the
Company's assets or merger by a holder of an equivalent number of shares of
Common Stock. Such new Warrant shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section 3. The provisions of this subsection (a), subject to Section 12 hereof,
shall similarly apply to successive reclassifications, consolidations, mergers,
and the sale of all or substantially all of the Company's assets.
(b) Stock Splits, Dividends and Combinations. In the event
that the Company shall at any time subdivide the outstanding shares of Common
Stock, or shall issue a stock dividend on its outstanding shares of Common
Stock, the number of Shares issuable upon exercise of this Warrant immediately
prior to such subdivision or to the issuance of such stock dividend shall be
proportionately increased, and the Exercise Price shall be proportionately
decreased, and in the event that the Company shall at any time combine the
outstanding shares of Common Stock, the number of Shares issuable upon exercise
of this Warrant immediately prior to such combination shall be proportionately
decreased, and the Exercise Price shall be proportionately increased, effective
at the close of business on the date of such subdivision, stock dividend or
combination, as the case may be.
4. Notices.
(a) Upon any adjustment of the Exercise Price and any
increase or decrease in the number of Shares purchasable upon the exercise of
this Warrant in accordance with Section 3
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hereof, then, and in each such case, the Company, within thirty (30) days
thereafter, shall give written notice thereof to the Holder at the address of
such Holder as shown on the books of the Company which notice shall state the
Exercise Price as adjusted and, if applicable, the increased or decreased number
of Shares purchasable upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation of each.
(b) Any written notice by the Company required or permitted
hereunder shall be given by hand delivery or first class mail, postage prepaid,
addressed to the Holder at the address shown on the books of the Company for the
Holder.
5. Transfer of Warrant. Except in accordance with the conditions
contained in Section 6 hereof, this Warrant and all rights hereunder are not
transferable. In order to effect any transfer of all or a portion of this
Warrant or the Shares, the transferor shall deliver a completed and duly
executed Notice of Transfer (attached hereto as Exhibit B).
6. Condition of Exercise or Transfer of Warrant.
(a) Unless exercised pursuant to an effective registration
statement under the Act which includes the Shares so exercised, it shall be a
condition to any exercise or transfer of this Warrant that the Company shall
have received, at the time of such exercise or transfer, a representation in
writing from the recipient or transferee in the form attached hereto as Exhibit
A-1 or Exhibit B-1, respectively, that the Shares being issued upon exercise, or
this Warrant (or portion hereof) transferred, as the case may be, are being
acquired for investment and not with a view to any sale or distribution thereof.
(b) It shall be a further condition to any transfer of this
Warrant, or of any or all of the Shares issued upon exercise of this Warrant,
other than a transfer registered under the Act, that the Holder shall have given
written notice to the Company which shall describe the manner and circumstances
of the proposed transfer and be accompanied by a written opinion of ▇▇▇▇▇▇'s
legal counsel or a "no-action" letter reasonably satisfactory to the Company
stating that such transfer is exempt from the registration and delivery
requirements of the Act and applicable state securities laws.
(c) Each certificate evidencing the Shares issued upon
exercise of this Warrant, or transfer of such shares (other than a transfer
registered under the Act or any subsequent transfer of shares so registered)
shall be stamped or imprinted with a legend substantially in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN
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CONNECTION WITH, ANY DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT.
Subject to this Section 6, the Company may instruct its transfer agent
not to register the transfer of all or a part of this Warrant, or any of the
Shares, unless one of the conditions specified in the above legend is satisfied.
7. Removal of Legend. Upon request of a holder of a certificate
with the legend referred to in Section 6 hereof, the Company shall issue to such
holder a new certificate therefor free of any transfer legend, if, with such
request, the Company shall have received either an opinion of counsel or a
"no-action" letter referred to in Section 6(b) of this agreement to the effect
that any transfer by such holder of the shares evidenced by such certificate
will not violate the Act and applicable state securities laws; provided,
however, that the Company shall not be obligated to remove any such legends
prior to the closing date of the Public Offering.
8. Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment therefor upon the basis of the
Exercise Price then in effect.
9. Representations and Warranties of the Company. The Company
represents and warrants to the Holder as follows:
(a) This Warrant has been duly authorized and executed by
the Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms;
(b) The Shares have been duly authorized and reserved for
issuance by the Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable;
(c) The rights, preferences, privileges and restrictions
granted to or imposed upon the Shares and the holders thereof are as set forth
in the Company's Certificate of Incorporation, a true and complete copy of which
has been delivered to the original Holder of this Warrant; and
(d) The execution and delivery of this Warrant are not, and
the issuance of the
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81
Shares upon exercise of this Warrant in accordance with the terms hereof will
not be, inconsistent with the Company's Certificate of Incorporation or Bylaws,
as amended.
10. Representations and Warranties by the Holder. The Holder
represents and warrants to the Company as follows:
(a) This Warrant is being acquired for its own account, for
investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Act. Upon
exercise of this Warrant, the Holder shall, if so requested by the Company,
confirm in writing, in a form reasonably satisfactory to the Company, that the
Shares issuable upon exercise of this Warrant are being acquired for investment
and not with a view toward distribution or resale.
(b) The Holder understands that the Warrant and the Shares
have not been registered under the Act by reason of their issuance in a
transaction exempt from the registration and prospectus delivery requirements of
the Act pursuant to Section 4(2) thereof, and that they must be held by the
Holder indefinitely, and that the Holder must therefore bear the economic risk
of such investment indefinitely, unless a subsequent disposition thereof is
registered under the Act or is exempted from such registration. The Holder
further understands that the Shares have not been qualified under the California
Securities Law of 1968 (the "CALIFORNIA LAW") by reason of their issuance in a
transaction exempt from the qualification requirements of the California Law
pursuant to Section 25102(f) thereof, which exemption depends upon, among other
things, the bona fide nature of the Holder's investment intent expressed above.
(c) The Holder has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the purchase of this Warrant and the Shares purchasable pursuant to the
terms of this Warrant and of protecting its interests in connection therewith.
(d) The Holder is able to bear the economic risk of the
purchase of the Shares pursuant to the terms of this Warrant.
11. Rights of Stockholders. No holder of this Warrant shall be
entitled, as a Warrant holder, to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company which may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the holder of this Warrant, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change
of par value, consolidation, merger, conveyance, or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise
until the
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Warrant shall have been exercised and the Shares purchasable upon the exercise
hereof shall have become deliverable, as provided herein.
12. Expiration of Warrant. This Warrant shall expire and shall no
longer be exercisable as of 5:00 p.m., California local time, on May 1, 1999.
13. Miscellaneous.
(a) This Warrant is being delivered in the State of
California and shall be construed and enforced in accordance with and governed
by the laws of such State. The parties expressly stipulate that any litigation
under this Warrant shall be brought in the State courts of the Counties of Santa
▇▇▇▇▇ or San Francisco, California and in the United States District Court for
the Northern District of California. The parties agree to submit to the
jurisdiction and venue of those courts.
(b) The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
(c) The terms of this Warrant shall be binding upon and
shall inure to the benefit of any successors or assigns of the Company and of
the holder or holders hereof and of the Shares issued or issuable upon the
exercise hereof.
(d) This Warrant and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof.
(e) The Company shall not, by amendment of its Certificate
of Incorporation, or through any other means, directly or indirectly, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant
and shall at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of the holder of this Warrant against impairment.
(f) Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, upon surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver to the holder of record, in
lieu thereof, a new Warrant of like date and tenor.
(g) This Warrant and any provision hereof may be amended,
waived or
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83
terminated only by an instrument in writing signed by the Company and the
Holder.
(h) Receipt of this Warrant by the holder hereof shall
constitute acceptance of and agreement to the foregoing terms and conditions.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.
Issued this 2nd day of April, 1997.
CYBERMEDIA, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
Acknowledged and Accepted:
---------------------------------
▇▇▇▇▇▇▇ Interactive, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------
Authorized signatory
[Signature Page to Warrant]
85
EXHIBIT A
NOTICE OF EXERCISE
TO: CyberMedia, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
1. The undersigned hereby elects to purchase ______________ shares
of Common Stock of CyberMedia, Inc. pursuant to the terms of this Warrant, and
tenders herewith payment of the purchase price of such shares in full.
2. Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:
---------------------------------
(Name)
---------------------------------
---------------------------------
(Address)
3. The undersigned hereby represents and warrants that the
aforesaid shares of Common Stock are being acquired for the account of the
undersigned for investment and not with a view to, or for resale, in connection
with the distribution thereof, and that the undersigned has no present intention
of distributing or reselling such shares and all representations and warranties
of the undersigned set forth in Section 10 of the attached Warrant are true and
correct as of the date hereof. In support thereof, the undersigned agrees to
execute an Investment Representation Statement in a form substantially similar
to the form attached to the Warrant as Exhibit A-1.
--------------------------------
(Signature and Date)
Title: _________________________
86
EXHIBIT A-1
INVESTMENT REPRESENTATION STATEMENT
PURCHASER : ▇▇▇▇▇▇▇ Interactive, Inc.
SELLER : CyberMedia, Inc.
COMPANY : CyberMedia, Inc.
SECURITY : COMMON STOCK ISSUED UPON EXERCISE OF THE COMMON STOCK PURCHASE
WARRANT ISSUED ON APRIL 2, 1997
AMOUNT : __________ SHARES
DATE : ____________, 19__
In connection with the purchase of the above-listed Securities, I, the
Purchaser, represent to the Seller and to the Company the following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Securities. I am
purchasing these Securities for my own account for investment purposes only and
not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Securities
Act").
(b) I understand that the Securities have not been registered under
the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of my
investment intent as expressed herein. In this connection, I understand that, in
the view of the Securities and Exchange Commission (the "SEC"), the statutory
basis for such exemption may be unavailable if my representation was predicated
solely upon a present intention to hold these Securities for the minimum capital
gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a period of
one year or any other fixed period in the future.
(c) I further understand that the Securities must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available. Moreover, I understand
that the Company is under no obligation to register the Securities. In addition,
I understand that the certificate evidencing the Securities will be imprinted
with a legend
87
which prohibits the transfer of the Securities unless they are registered or
such registration is not required in the opinion of counsel for the Company.
(d) I am familiar with the provisions of Rule 144, promulgated under
the Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof, in a non-public offering subject to the satisfaction of certain
conditions.
The Securities may be resold in certain limited circumstances subject to
the provisions of Rule 144, which requires among other things: (1) the
availability of certain public information about the Company, (2) the resale
occurring not less than two years after the party has purchased, and made full
payment for, within the meaning of Rule 144, the securities to be sold; and, in
the case of an affiliate, or of a non-affiliate who has held the securities less
than three years, (3) the sale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable.
(e) I agree, in connection with any of the Company's underwritten
public offerings of the Company's securities, (1) not to sell, make short sale
of, loan, grant any options for the purchase of, or otherwise dispose of any
shares of Common Stock of the Company held by me (other than those shares
included in the registration) without the prior written consent of the Company
or the underwriters managing such initial underwritten public offering of the
Company's securities for one hundred eighty (180) days from the effective date
of such registration, and (2) I further agree to execute any agreement
reflecting (1) above as may be requested by the underwriters at the time of the
public offering; provided however that the officers and directors of the Company
who own the stock of the Company also agree to such restrictions.
(f) I further understand that in the event all of the applicable
requirements of Rule 144 are not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the SEC has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk.
-------------------------------
(Signature)
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By:____________________________
Title:_________________________
Date:________________, 19__
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89
EXHIBIT B
NOTICE OF TRANSFER
(To be signed only upon transfer of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________________________ the right represented by
the attached Warrant to purchase ** shares of Common Stock of CyberMedia, Inc.,
to which the attached Warrant relates, and appoints ______________ Attorney to
transfer such right on the books of CyberMedia, Inc., with full power of
substitution in the premises.
Dated: ____________________
--------------------------------
(Signature must conform in all
respects to name of Holder as
specified on the face of the
Warrant)
--------------------------------
(Address)
Signed in the presence of:
----------------------------
90
EXHIBIT B-1
INVESTMENT REPRESENTATION STATEMENT
OF TRANSFEREE
PURCHASER :
TRANSFEROR :
COMPANY : CyberMedia, Inc.
SECURITY : COMMON STOCK PURCHASE WARRANT ORIGINALLY ISSUED ON APRIL 2, 1997
AMOUNT : __________ SHARES
DATE : ____________, 19__
In connection with the purchase of the above-listed Securities, I, the
Purchaser, represent to the Seller and to the Company the following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Securities. I am
purchasing these Securities for my own account for investment purposes only and
not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Securities
Act").
(b) I understand that the Securities have not been registered under
the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of my
investment intent as expressed herein. In this connection, I understand that, in
the view of the Securities and Exchange Commission (the "SEC"), the statutory
basis for such exemption may be unavailable if my representation was predicated
solely upon a present intention to hold these Securities for the minimum capital
gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a period of
one year or any other fixed period in the future.
(c) I further understand that the Securities must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available. Moreover, I understand
that the Company is under no obligation to register the Securities. In
91
addition, I understand that the certificate evidencing the Securities will be
imprinted with a legend which prohibits the transfer of the Securities unless
they are registered or such registration is not required in the opinion of
counsel for the Company.
(d) I am familiar with the provisions of Rule 144, promulgated under
the Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof, in a non-public offering subject to the satisfaction of certain
conditions.
The Securities may be resold in certain limited circumstances subject to
the provisions of Rule 144, which requires among other things: (1) the
availability of certain public information about the Company, (2) the resale
occurring not less than two years after the party has purchased, and made full
payment for, within the meaning of Rule 144, the securities to be sold; and, in
the case of an affiliate, or of a non-affiliate who has held the securities less
than three years, (3) the sale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable.
(e) I agree, in connection with any of the Company's underwritten
public offerings of the Company's securities, (1) not to sell, make short sale
of, loan, grant any options for the purchase of, or otherwise dispose of any
shares of Common Stock of the Company held by me (other than those shares
included in the registration) without the prior written consent of the Company
or the underwriters managing such initial underwritten public offering of the
Company's securities for one hundred eighty (180) days from the effective date
of such registration, and (2) I further agree to execute any agreement
reflecting (1) above as may be requested by the underwriters at the time of the
public offering; provided however that the officers and directors of the Company
who own the stock of the Company also agree to such restrictions.
(f) I further understand that in the event all of the applicable
requirements of Rule 144 is not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the SEC has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk.
-------------------------------
(Signature)
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92
By:____________________________
Title:_________________________
Date:________________, 19__
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93
TAB 4
BILL OF SALE
Pursuant to the Asset Purchase Agreement between ▇▇▇▇▇▇▇ Interactive,
Inc. a Delaware corporation ("▇▇▇▇▇▇▇"), and CyberMedia, Inc., a Delaware
corporation ("CyberMedia"), dated April 2, 1997 (the "Agreement"), ▇▇▇▇▇▇▇ for
good and valuable consideration, receipt of which is hereby acknowledged, does
hereby transfer, convey, sell, assign and deliver to CyberMedia and CyberMedia's
successors and assigns good, valid and marketable title to all of the Assets, as
such term is defined in Section 1.1 of the Agreement, free and clear of any and
all mortgages, pledges, leases, licenses, charges, liens and encumbrances,
unless otherwise stated on Exhibit D to the Agreement.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇ has caused this Bill of Sale to be duly
executed as of April 2, 1997.
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇, President
94
TAB 5
ASSIGNMENT OF COPYRIGHT
WHEREAS, ▇▇▇▇▇▇▇ Interactive, Inc., a Delaware corporation, (hereinafter
"Assignor"), and CyberMedia, Inc., a Delaware corporation, (hereinafter
"Assignee") are parties to that certain Asset Purchase Agreement dated as of
April 2, 1997 (the "Agreement") pursuant to which Assignor sold, conveyed,
transferred, assigned and delivered to Assignee all right, title and interest in
and to certain intellectual property, including all patent, copyright, trademark
and other intellectual property rights therein together with the business
associated therewith.
NOW, THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, Assignor hereby transfers, conveys and assigns to
Assignee all right, title and interest whatsoever, throughout the world, in and
under the copyrights on the works identified on Exhibit B to the Agreement,
including without limitation that certain computer software program known as
"MicroHelp Uninstall," to have and to hold the same, unto Assignee, its
successors and assigns, for the full duration of all such rights, and any
renewals and extensions thereof.
Assignor further transfers, conveys and assigns unto Assignee the entire
right, title and interest in and to any and all causes of action and rights of
recovery for past infringement of the copyrights herein assigned.
This Assignment is made pursuant to and is subject to all the terms of
the Agreement.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇ Interactive, Inc. and CyberMedia, Inc. have
each caused this instrument to be signed in its name by its duly authorized
officer to be effective as of the 2nd day of April, 1997.
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇▇▇▇▇
President
CYBERMEDIA, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
President
95
TAB 6
ASSIGNMENT OF TRADEMARKS
WHEREAS, ▇▇▇▇▇▇▇ INTERACTIVE, INC., a Delaware corporation, having an
address at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ has
adopted, used, is using or intends to use and is the owner of the following
trademarks:
TRADEMARKS
UNINSTALLER
SMARTLINKS
HEY, EVERYONE CAN USE A LITTLE HELP
WHEREAS, ▇▇▇▇▇▇▇ INTERACTIVE, INC. has adopted, used, is using or
intends to use and is the owner of the following trademark with registration
before the United States Patent and Trademark Office:
TRADEMARK REG. NO. DATE OF REGISTRATION
--------- -------- --------------------
REMEMBER, IT'S A JUNGLE IN THERE 1,957,984 February 20, 1996
WHEREAS, CYBERMEDIA, INC., a Delaware corporation, having its principal
office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is
desirous of acquiring the trademark and the registration.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, ▇▇▇▇▇▇▇ INTERACTIVE, INC., assigns to CYBERMEDIA,
INC., all right, title and interest in the United States in and to the
trademarks and the registration together with the goodwill of the business
symbolized by the trademarks and the registration thereof.
Dated: April 2, 1997
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇▇▇▇▇
President
96
TAB 7
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT was made and entered into this day of 2 April, 1997 by
and among ▇▇▇▇▇▇▇ INTERACTIVE, INC., a corporation duly organized and existing
under the laws of the State of California, with its principal office at ▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ U.S.A. (hereinafter
called the "ASSIGNOR"), CYBERMEDIA, INC., a corporation duly organized and
existing under the laws of the State of California, with ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A. (hereinafter called
"ASSIGNEE") and MARUBENI CORPORATION, a corporation duly organized and existing
under the laws of Japan, with its principal office at ▇-▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, 100-88 Japan (hereinafter called "MC"), and MARUBENI
INTERNATIONAL ELECTRONICS CORPORATION, a corporation duly organized and
existing under the laws of the State of California, U.S.A., with its principal
office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A. (hereinafter
called "MIE").
WITNESSETH:
WHEREAS, the ASSIGNOR, MC, and ▇▇▇ entered into a REPUBLISHING AND DISTRIBUTION
AGREEMENT on March 4, 1997 (hereinafter called the "AGREEMENT") for PRODUCTS
described in the AGREEMENT;
WHEREAS, the ASSIGNOR wishes to assign all its rights and obligations under the
AGREEMENT to the ASSIGNEE, and the ASSIGNEE wishes to accept such assignment
and assume all the ASSIGNOR's rights and obligations thereunder; and
WHEREAS, MC and ▇▇▇ are willing to consent to such assignment, subject to the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
2
97
Article 1. Assignment
1.1 The ASSIGNOR hereby assigns all its rights and obligations under the
AGREEMENT, whether heretofore accrued or hereafter to accrue, to the
ASSIGNEE as of the date hereof.
Article 2. Acceptance of Assignment
2.1 The ASSIGNEE ▇▇▇▇▇▇ accepts the assignment as per the foregoing Article
1. and unconditionally and irrevocably undertakes to assume and perform
all the obligations originally assumed by the ASSIGNOR under the
AGREEMENT, whether heretofore accrued or hereafter to accrue, as of the
date hereof strictly in accordance with the terms and conditions of the
AGREEMENT as if the ASSIGNEE had originally been a party to the
AGREEMENT.
Article 3. Consent to Assignment
3.1 MC and ▇▇▇ hereby consent to the assignment by the ASSIGNOR of its
rights and obligations under the AGREEMENT as aforesaid.
Article 4. Release and Information
4.1 As of the date hereof, the ASSIGNOR shall be released from all
obligations, whether heretofore accrued or hereafter to accrue,
originally assumed by it under the AGREEMENT, and the ASSIGNEE shall
indemnify and hold the ASSIGNOR harmless from and against any loss,
damage, expense, cost, claim, or liability which may be incurred by, or
asserted against the ASSIGNOR as a result of any failure by the ASSIGNEE
to perform any obligation under the AGREEMENT assumed by it hereunder.
ARTICLE 5. INDEMNIFICATION
5.1
Notwithstanding the assignment by the ASSIGNOR of its rights and obligations
under the AGREEMENT as aforesaid, the ASSIGNOR undertakes that the ASSIGNEE
shall duly perform all of its obligations under the AGREEMENT following
assignment. Further, the ASSIGNOR undertakes to indemnify and hold MC and MIE
harmless from and against any loss, damage, expense, cost, claim or liability
which MC and MIE may incur as a result of any failure by the ASSIGNEE to perform
any of the obligations under the AGREEMENT assumed by it hereunder.
3
98
Article 5. Expenses and Taxes
5.1 The ASSIGNEE shall pay, or reimburse the ASSIGNOR upon request, all
expenses, taxes, fees, stamp duties and other costs or charges (including
reasonable legal expenses to ensure the validity of this assignment as against
any third party under the laws of the state of California) which may be incurred
by the ASSIGNOR in connection with the preparation, execution and delivery of
this ASSIGNMENT AGREEMENT and any other document or instrument contemplated
hereby.
Article 6. Governing Law
6.1 This ASSIGNMENT AGREEMENT shall be governed by and construed in
accordance with the laws of the State of California.
4
99
IN WITNESS WHEREOF, the parties hereto have caused this ASSIGNMENT AGREEMENT to
be executed by their respective, duly authorized representatives in the day and
year first above written.
▇▇▇▇▇▇▇ INTERACTIVE, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇
President
CYBERMEDIA, INC.
-----------------------------------
Name:
Title:
MARUBENI CORPORATION
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
General Manager,
Electronics Dept. (B260)
MARUBENI INTERNATIONAL ELECTRONICS CORPORATION
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President & CEO
5
100
IN WITNESS WHEREOF, the parties hereto have caused this ASSIGNMENT AGREEMENT to
be executed by their respective, duly authorized representatives in the day and
year first above written.
▇▇▇▇▇▇▇ INTERACTIVE, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇
President
CYBERMEDIA, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: CEO
MARUBENI CORPORATION
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
General Manager,
Electronics Dept. (B260)
MARUBENI INTERNATIONAL ELECTRONICS CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President & CEO
5
101
ASSIGNMENT AGREEMENT
The undersigned, INSO Chicago Corporation, d/b/a INSO Corporation ("INSO") and
Cybermedia, Inc. hereby agree as follows:
1. INSO hereby consents to the assignment of the agreement (the
"Agreement") dated the 11th day of October 1995 and any amendments thereto,
made with MicroHelp, Inc., by ▇▇▇▇▇▇▇ Interactive, Inc. (the successor to
MicroHelp by virtue of merger as of November 18, 1996) ("▇▇▇▇▇▇▇") to
Cybermedia, Inc.;
2. INSO hereby acknowledges that Cybermedia, Inc. shall have the
benefits and rights of, and be bound by the obligations contained in, the
Agreement as if it were an original signatory thereto; and
3. Cybermedia, Inc. ▇▇▇▇▇▇ agrees to accept such assignment and to
perform and discharge each of the obligations of ▇▇▇▇▇▇▇ under the Agreement in
accordance with the terms thereof.
INSO Chicago Corporation d/b/a INSO Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Title: Secretary and General Counsel
Date: 4/3/97
Cybermedia, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Title: CEO
Date: 4/3/97
102
TAB 8
[▇▇▇▇▇▇▇ INTERACTIVE, INC. LETTERHEAD]
1 April 1997
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Power Reporting
3rd Floor, NCN House
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
Re: International Distribution Agreement/Power Reporting & Microhelp
----------------------------------------------------------------
Dear ▇▇. ▇▇▇▇▇▇:
This letter shall serve as notice that Power Reporting is in breach of
the International Distribution Agreement entered into 15 August 1995, with
Microhelp, Inc. (the "Agreement") as follows:
- Failure to provide a business plan no later than 1 April as required
by section 4.4(b); and
- Failure to comply with the Microhelp Documentation and Information
Procedures.
Pursuant to section 4.1(c), Power Reporting has thirty days from the
date hereof to cure such breach or the Agreement shall terminate effective 1 May
1997. In addition, if such breach is cured or if any court of competent
jurisdiction determines that this notice of termination is ineffective, Power
Reporting is hereby notified that pursuant to section 4.1(b) of the Agreement,
this letter shall be deemed notice of termination effective one-hundred and
eighty (180) days from the date of this letter.
Very truly yours,
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
103
[▇▇▇▇▇▇▇ INTERACTIVE, INC. LETTERHEAD]
1 April 1997
BFL Software Limited
▇▇▇▇▇▇▇▇▇▇▇▇▇ Complex, ▇▇/▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇▇▇▇▇▇
Re: Distribution Agreement/BFL Software & Microhelp
-----------------------------------------------
Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇▇:
This letter shall serve as notice that BFL Software is in breach of
the Distribution Agreement entered into 19 September 1996, with Microhelp,
Inc. (the "Agreement") as follows:
- Failure to provide a business plan no later than 1 April as required
by section 3.6(b); and
- Failure to comply with the Microhelp Documentation and Information
Procedures.
Pursuant to section 4.1(c), BFL Software has thirty days from the date
hereof to cure such breach or the Agreement shall terminate effective 1 May
1997. In addition, if such breach is cured or if any court of competent
jurisdiction determines that this notice of termination is ineffective, BFL
Software is hereby notified that pursuant to section 4.1(b) of the Agreement,
this letter shall be deemed notice of termination effective one-hundred and
eighty (180) days from the date of this letter.
Very truly yours,
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
104
[▇▇▇▇▇▇▇ INTERACTIVE, INC. LETERHEAD]
1 April 1997
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
AB Pro
Parc Burospace 15
91572 Bievres Cedex
France
Re: Republishing Agreement/AB Pro & Microhelp
-----------------------------------------
Dear ▇▇. ▇▇▇▇▇▇▇:
This letter shall serve as notice that AB Pro is in breach of the
Republishing Agreement entered into 1 July 1996 with Microhelp, Inc. (the
"Agreement") as follows:
- Failure to provide annual exclusive criteria and guidelines ninety
days prior to the end of the term of the Agreement pursuant to
section 4.6(d);
- Failure to provide a business plan no later than 1 April as
required by section 4.4(b); and
- Failure to meet the minimum sales quotas set forth in Exhibit B as
required pursuant to section 4.6(a).
Pursuant to section 5.1(c), AB Pro has thirty days from the date
hereof to cure such breach or the Agreement shall terminate effective 1 May
1997. In addition, if such breach is cured or if any court of competent
jurisdiction determines that this notice of termination is ineffective, AB Pro
is hereby notified that pursuant to section 5.1(b) of the Agreement, this
letter shall be deemed notice of termination effective one-hundred and eighty
(180) days from the date of this letter.
Very truly yours,
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
105
[▇▇▇▇▇▇▇ INTERACTIVE, INC.(TM) LETTERHEAD]
31 March 1997
▇▇. ▇▇▇▇▇▇ ▇▇▇▇
MicroBasic GmbH
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Re: Republishing Agreement
----------------------
Dear ▇▇▇▇▇▇:
As we have notified you previously, MicroBasic is in breach of the
Republishing Agreement for failure to pay royalties as agreed. We advised you
that it was ▇▇▇▇▇▇▇'▇ intent to terminate the Agreement effective 26 March 1997
if payment in full was not made by that date and the breach cured. As we have
not received payment as requested, Microbasic is hereby notified that the
Agreement is terminated. Microbasic must immediately cease and desist from
selling any ▇▇▇▇▇▇▇/Microhelp products. All gold masters and translation
materials must be returned to us together with the full payment of all amounts
due. All finished product you have in inventory must be either returned or
destroyed and a certificate of destruction provided to us.
We will be announcing the appointment of our new distributor with
notice to all dealers effective 1 April 1997.
Very truly yours,
/s/ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
cc: Ms. ▇▇▇▇▇▇ ▇▇▇▇
106
[▇▇▇▇▇▇▇ INTERACTIVE, INC.(TM) LETTERHEAD]
31 March 1997
▇▇. ▇▇▇▇▇▇ ▇▇▇▇
MicroBasic GmbH
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Re: Republishing Agreement
----------------------
Dear ▇▇▇▇▇▇:
Further to my letter of 27 March 1997, please be advised that if any
court of competent jurisdiction determines that the termination of the
Republishing Agreement made as of that date is ineffective, MicroBasic GmbH is
herewith notified that pursuant to section 5.1(b) of the Republishing Agreement,
this letter shall be deemed the notice of termination effective one-hundred and
eighty (180) days from the date of this letter.
Very truly yours,
/s/ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
107
[▇▇▇▇▇▇▇ INTERACTIVE, INC.(TM) LETTERHEAD]
31 March 1997
▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Questar
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇/▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
Re: Republishing Agreement
----------------------
Dear ▇▇▇▇▇:
Further to my letter of 27 March 1997, please be advised that if any
court of competent jurisdiction determines that the termination of the
Republishing Agreement made as of that date is ineffective, Questar is herewith
notified that pursuant to section 5.1(b) of the Republishing Agreement, this
letter shall be deemed the notice of termination effective one-hundred and
eighty (180) days from the date of this letter.
Very truly yours,
/s/ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
108
[▇▇▇▇▇▇▇ INTERACTIVE, INC.(TM) LETTERHEAD]
27 March 1997
▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Questar
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇/▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
Re: Republishing Agreement
----------------------
Dear ▇▇▇▇▇:
Thank you for your wire transfer. However, as we have notified you
previously, Questar is in breach of the Republishing Agreement for failure to
pay royalties in full as agreed. We advised you that it was ▇▇▇▇▇▇▇'▇ intent to
terminate the Agreement effective 26 March 1997 if payment in full was not made
by that date and the breach cured. As we have not received payment as
requested, Questar is hereby notified that the Agreement is terminated. Questar
must immediately cease and desist from selling any ▇▇▇▇▇▇▇/Microhelp products.
All gold masters and translation materials must be returned to us together with
the full payment of all amounts due. All finished product in inventory must be
either returned or destroyed and a certificate of destruction provided to us.
We will be announcing the appointment of our new distributor with notice to all
dealers effective 1 April 1997.
Thank you for your anticipated cooperation.
Very truly yours,
/s/ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
109
[▇▇▇▇▇▇▇ INTERACTIVE, INC.(TM) LETTERHEAD]
31 March 1997
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Manhattan Group
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇.▇.
Re: Republishing Agreement
----------------------
Dear ▇▇▇▇▇:
Further to my letter of 27 March 1997, please be advised that if any
court of competent jurisdiction determines that the termination of the
Republishing Agreement made as of that date is ineffective, The ▇▇▇▇▇▇▇▇
Manhattan Group is herewith notified that pursuant to section 5.1(b) of the
Republishing Agreement, this letter shall be deemed the notice of termination
effective one-hundred and eighty (180) days from the date of this letter.
Very truly yours,
/s/ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
110
[▇▇▇▇▇▇▇ INTERACTIVE, INC.(TM) LETTERHEAD]
27 March 1997
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Manhattan Group
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇.▇.
Re: Republishing Agreement
----------------------
Dear ▇▇▇▇▇:
Thank you for the royalty reports although I do not understand why you
were trying to fax them to Microhelp when we have repeatedly advised you that
they are to be sent to the attention of ▇▇▇▇ ▇▇▇▇▇▇ and myself at ▇▇▇▇▇▇▇. The
Microhelp facility has been closed and Microhelp personnel are no longer
associated with the Company. As requested, invoices will be sent to the
attention of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
As we have notified you previously, the ▇▇▇▇▇▇▇▇ Manhattan Group is in
breach of the Republishing Agreement for failure to pay royalties as agreed.
The Agreement was terminated effective 11 March 1997 for this reason and you
must cease and desist from selling any ▇▇▇▇▇▇▇/Microhelp products. All gold
masters must be returned to us immediately together with full payment of all
amounts due without offsets for any returned product. You are correct the
Global Internet inventory is separate from the Microhelp payment issue; as we
previously notified you, we will arrange to have the inventory picked up from
your facility.
We will be announcing the appointment of our new distributor with
notice to all dealers effective 1 April 1997.
Very truly yours,
/s/ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
111
[▇▇▇▇▇▇▇ INTERACTIVE, INC. LOGO]
1 April 1997
Mr. Jan Yttereng
Convey A.S.
Kaptein Mitids vie 22
N-7002 Trondheim
Norway
Re: European Distribution Agreement/Convey A.S. & Microhelp
-------------------------------------------------------
Dear Mr. ▇▇▇▇▇▇▇▇:
This letter shall serve as notice that Convey A.S. is in breach of the
European Distribution Agreement entered into 20 May 1996, with Microhelp, Inc.
(the "Agreement") as follows:
- Failure to provide a business plan no later than 1 April as required
by section 3.6(b); and
- Failure to comply with the Microhelp Documentation and Information
Procedures.
Pursuant to section 4.1(c), Convey A.S. has thirty days from the date
hereof to cure such breach or the Agreement shall terminate effective 1 May
1997. In addition, if such breach is cured or if any court of competent
jurisdiction determines that this notice of termination is ineffective, Convey
A.S. is hereby notified that pursuant to section 4.1(b) of the Agreement, this
letter shall be deemed notice of termination effective one-hundred and eighty
(180) days from the date of this letter.
Very truly yours,
/s/ ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporate Counsel
112
TAB 9
RECEIPT
The undersigned hereby acknowledges receipt of a warrant to purchase
** shares of Common Stock of Cybermedia at ** per share as described in
the Asset Purchase Agreement by and between ▇▇▇▇▇▇▇ Interactive, Inc., a
Delaware corporation and Cybermedia, Inc., a Delaware corporation, dated April
2, 1997.
Date: April 2, 1997
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇▇
President
Please return to:
▇▇▇ ▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
113
TAB 10
▇▇▇▇▇▇▇ INTERACTIVE, INC.
RECEIPT
In connection with the Asset Purchase Agreement dated April 2, 1997 by
and between ▇▇▇▇▇▇▇ Interactive (the "Company") and Cybermedia, Inc., the
Company hereby acknowledges receipt on the date set forth below at a wire
transfer to the account of the Company in the aggregate amount of
**.
Dated: April 2, 1997
▇▇▇▇▇▇▇ INTERACTIVE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇▇, President
114
TAB 11
1 of 1 BANKS REPORTED; 4 OF 5 ACCOUNTS REPORTED
BANK: 97 APR 3 03:38 PM PST
USER: 97 APR 3 03:38 PM PST
BANK OF AMERICA
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
CURRENT DAY REPORTING
BAMTRAC DETAIL REPORT
AS OF APR 3
***************BANK OF AMERICA NT&SA NORTH -- SAN FRANCISCO, CA****************
*** U.S. DOLLAR *** TRUST TRUST
1484300544 LATEST UPDATE: APR 3 14:34 PST
+++++++++++++++++++++++++++++++++++ CREDITS +++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++ DEBITS +++++++++++++++++++++++++++++++++++
* WIRES OUT--DOMESTIC (WOD) *
** REF # 970403MT590589GM VALUE: APR 3
WIRE RECEIPT TIME= 14:23
CREDIT= BANK OF MONTREAL
PAYMENT METHOD= CUSTOMER TRANSFER
DETAILS OF PAYMENT:
BNF= ▇▇▇▇▇▇▇ INTERACTIVE
ORG=▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ORG
REF=NOREF OBI=▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
BNF=/AC-4637697
MTA #= 09329655
** FED REF # 9646 VALUE: APR 3
WIRE RECEIPT TIME= 14:23
CREDIT= COMERICA BANK CALIFORNIA
PAYMENT METHOD= FEDWIRE
DETAILS OF PAYMENT:
BNF= ▇▇▇▇▇▇▇ INTERACTIVE
ORG=▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ORG
REF=NOREF ▇▇▇=▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
115
BNF=/AC-8941006473
MTA #= 09329646
** FED REF # 9647 VALUE: APR 3
WIRE RECEIPT TIME= 14:23
CREDIT= SILICON VALLEY BANK
PAYMENT METHOD= FEDWIRE
DETAILS OF PAYMENT:
BNF= ▇▇▇▇▇▇▇ INTERACTIVE
ORG=▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ORG
REF=NOREF OBI=▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BNF=/AC-01032585 70
MTA #= 09329647
** FED REF # 9649 VALUE: APR 3
WIRE RECEIPT TIME= 14:23
CREDIT= MELLON BANK NA AA171
PAYMENT METHOD= FEDWIRE
DETAILS OF PAYMENT:
BNF= ▇▇▇▇▇▇▇ ▇▇▇▇▇
ORG=▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ORG
REF=NOREF OBI=FFC TO MICROHELP INC ACCT NO 701 07 304
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BNF=/AC-1011730
MTA #= 09329649
** FED REF # 9650 VALUE: APR 3
WIRE RECEIPT TIME= 14:32
CREDIT= FIRST UNION NATIONAL BANK
PAYMENT METHOD= FEDWIRE
DETAILS OF PAYMENT:
BNF= ▇▇▇▇▇▇▇ ▇ ▇ ▇▇▇
ORG=▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ORG
REF=NOREF OBI=▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ BNF=AC-1020001497293
MTA #= 09329650
116
TAB 12
April 02, 1997
RE: WARNER MEDIA UNINSTALLER 4.0 INVENTORY COUNT
There is currently approx. ** units of UnInstaller and Best of the
Web/▇▇▇▇▇▇▇'▇ Official World Wide Web Yellow Pages Bundle available.
There is currently approx. ** units of UnInstaller 4.0 single units
available plus any overs that are uncompleted at this time.
(There is an expected return of UnInstaller 4.0 units from Distribution because
of the expected bundle release. Therefore there will be available additional
finished single units.)
There is approx. ** units of UnInstaller 3.0/3.5 available (approx. **
units on route of return) plus an additional ** units expected to be
returned in the near future. Total of UnInstaller 3.0/3.5 available -- approx.
** units.
Invoice for PO 10081 for the build of UnInstaller 4.0 is ** to Warner
Media.
117
[V Tech Data LETTERHEAD] Show this Purchase Order on all correspondence,
invoices, shipping papers and packages
WAREHOUSE # A1
PURCHASE ORDER 769276
P.O. DATE 03/11/97 PAGE 1 OF 1
PAYMENT TERMS 2% 15, NET 45 REFERENCE # 0
VENDOR NUMBER 55655 PRD. MGR. 755 ▇. ▇▇▇▇ X75590
======================================= ======================================
[ILLEGIBLE] SHIP TO
======================================= ======================================
▇▇▇▇▇▇▇ INTERACTIVE TECH DATA CORP.
--------------------------------------- --------------------------------------
1055 WEST 7TH STREET ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------- --------------------------------------
SUITE 2580
---------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------
LOS ANGELES, CA 90017 MIAMI, FL 33126
--------------------------------------- -------------------------------------
SHIP TERMS OPEN ACCOUNT SHIP VIA AS PER ROUTING GUIDE
FOB POINT
======================================= ======================================
[NOT LEGIBLE] [ILLEGIBLE]
======================================= ======================================
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
===============================================================================
[ILLEGIBLE]
===============================================================================
437684 UB-WN-10-FD 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 MOST [ILLEGIBLE]
-------------------------------------------------------------------------------
BEST OF THE WEB BUNDLE EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
437685 UNI4.0 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 W95 [ILLEGIBLE]
-------------------------------------------------------------------------------
OFFICE DEPOT ONLY!!!! EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE] **
TERMS: The terms and conditions on this form are an -----------------------
integral part of this purchase agreement and are the
final and complete agreement between the buyer and [ILLEGIBLE]
the seller. No variation from these terms and
conditions as stated on this order, or from the -----------------------
provisions of the Uniform Commercial Code, will Authorized Signature
be acceptable without the prior written approval
of the purchaser.
118
[V Tech Data LETTERHEAD] Show this Purchase Order on all correspondence,
invoices, shipping papers and packages
WAREHOUSE # A2
PURCHASE ORDER 769277
P.O. DATE 03/11/97 PAGE 1 OF 1
PAYMENT TERMS 2% 15, NET 45 REFERENCE # 0
VENDOR NUMBER 55655 PRD. MGR. 755 ▇. ▇▇▇▇ X75590
======================================= ======================================
[ILLEGIBLE] SHIP TO
======================================= ======================================
▇▇▇▇▇▇▇ INTERACTIVE TECH DATA CORP.
--------------------------------------- --------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------- --------------------------------------
SUITE 2580 SUITE D
---------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------
LOS ANGELES, CA 90017 NORCROSS, GA 30093
--------------------------------------- -------------------------------------
SHIP TERMS OPEN ACCOUNT SHIP VIA AS PER ROUTING GUIDE
FOB POINT
======================================= ======================================
[NOT LEGIBLE] [ILLEGIBLE]
======================================= ======================================
--------------------------------------- -------------------------------------
RESENT CHECK FOR DUPLICAT
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
===============================================================================
[ILLEGIBLE]
===============================================================================
437684 UB-WN-10-FD 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 MOST [ILLEGIBLE]
-------------------------------------------------------------------------------
BEST OF THE WEB BUNDLE EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
437685 UNI4.0 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 W95 [ILLEGIBLE]
-------------------------------------------------------------------------------
OFFICE DEPOT ONLY!!!! EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE] **
TERMS: The terms and conditions on this form are an -----------------------
integral part of this purchase agreement and are the
final and complete agreement between the buyer and [ILLEGIBLE]
the seller. No variation from these terms and
conditions as stated on this order, or from the -----------------------
provisions of the Uniform Commercial Code, will Authorized Signature
be acceptable without the prior written approval
of the purchaser.
119
[V Tech Data LETTERHEAD] Show this Purchase Order on all correspondence,
invoices, shipping papers and packages
WAREHOUSE # A2
PURCHASE ORDER 769277
P.O. DATE 03/11/97 PAGE 1 OF 1
PAYMENT TERMS 2% 15, NET 45 REFERENCE # 0
VENDOR NUMBER 55655 PRD. MGR. 755 ▇. ▇▇▇▇ X75590
======================================= ======================================
[ILLEGIBLE] SHIP TO
======================================= ======================================
▇▇▇▇▇▇▇ INTERACTIVE TECH DATA CORP.
--------------------------------------- --------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------- --------------------------------------
SUITE 2580 SUITE D
---------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------
LOS ANGELES, CA 90017 NORCROSS, GA 30093
--------------------------------------- -------------------------------------
SHIP TERMS OPEN ACCOUNT SHIP VIA AS PER ROUTING GUIDE
FOB POINT
======================================= ======================================
[NOT LEGIBLE] [ILLEGIBLE]
======================================= ======================================
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
===============================================================================
[ILLEGIBLE]
===============================================================================
437684 UB-WN-10-FD 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 MOST [ILLEGIBLE]
-------------------------------------------------------------------------------
BEST OF THE WEB BUNDLE EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
437685 UNI4.0 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 W95 [ILLEGIBLE]
-------------------------------------------------------------------------------
OFFICE DEPOT ONLY!!!! EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE] **
TERMS: The terms and conditions on this form are an -----------------------
integral part of this purchase agreement and are the
final and complete agreement between the buyer and [ILLEGIBLE]
the seller. No variation from these terms and
conditions as stated on this order, or from the -----------------------
provisions of the Uniform Commercial Code, will Authorized Signature
be acceptable without the prior written approval
of the purchaser.
120
[V Tech Data LETTERHEAD] Show this Purchase Order on all correspondence,
invoices, shipping papers and packages
WAREHOUSE # A3
PURCHASE ORDER 769278
P.O. DATE 03/11/97 PAGE 1 OF 1
PAYMENT TERMS 2% 15, NET 45 REFERENCE # 0
VENDOR NUMBER 55655 PRD. MGR. 755 ▇. ▇▇▇▇ X75590
======================================= ======================================
[ILLEGIBLE] SHIP TO
======================================= ======================================
▇▇▇▇▇▇▇ INTERACTIVE TECH DATA CORP.
--------------------------------------- --------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ 1228 FOREST PARKWAY
--------------------------------------- --------------------------------------
SUITE 2580 SUITE 200
---------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------
LOS ANGELES, CA 90017 PAULSBORO, NJ 08066
--------------------------------------- -------------------------------------
SHIP TERMS OPEN ACCOUNT SHIP VIA AS PER ROUTING GUIDE
FOB POINT
======================================= ======================================
[NOT LEGIBLE] [ILLEGIBLE]
======================================= ======================================
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
===============================================================================
[ILLEGIBLE]
===============================================================================
437684 UB-WN-10-FD 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 MOST [ILLEGIBLE]
-------------------------------------------------------------------------------
BEST OF THE WEB BUNDLE EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
437685 UNI4.0 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 W95 [ILLEGIBLE]
-------------------------------------------------------------------------------
OFFICE DEPOT ONLY!!!! EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE] **
TERMS: The terms and conditions on this form are an -----------------------
integral part of this purchase agreement and are the
final and complete agreement between the buyer and [ILLEGIBLE]
the seller. No variation from these terms and
conditions as stated on this order, or from the -----------------------
provisions of the Uniform Commercial Code, will Authorized Signature
be acceptable without the prior written approval
of the purchaser.
121
[V Tech Data LETTERHEAD] Show this Purchase Order on all correspondence,
invoices, shipping papers and packages
WAREHOUSE # A4
PURCHASE ORDER 769279
P.O. DATE 03/11/97 PAGE 1 OF 1
PAYMENT TERMS 2% 15, NET 45 REFERENCE # 0
VENDOR NUMBER 55655 PRD. MGR. 755 ▇. ▇▇▇▇ X75590
======================================= ======================================
[ILLEGIBLE] SHIP TO
======================================= ======================================
▇▇▇▇▇▇▇ INTERACTIVE TECH DATA CORP.
--------------------------------------- --------------------------------------
1055 WEST 7TH STREET 3899 ▇▇ ▇▇▇▇▇▇▇▇▇▇ CT
--------------------------------------- --------------------------------------
SUITE 2580
---------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------
LOS ANGELES, CA 90017 SOUTH BEND, IN 46628
--------------------------------------- -------------------------------------
SHIP TERMS OPEN ACCOUNT SHIP VIA AS PER ROUTING GUIDE
FOB POINT
======================================= ======================================
[NOT LEGIBLE] [ILLEGIBLE]
======================================= ======================================
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
===============================================================================
[ILLEGIBLE]
===============================================================================
437684 UB-WN-10-FD 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 MOST [ILLEGIBLE]
-------------------------------------------------------------------------------
BEST OF THE WEB BUNDLE EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
437685 UNI4.0 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 W95 [ILLEGIBLE]
-------------------------------------------------------------------------------
OFFICE DEPOT ONLY!!!! EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE] **
TERMS: The terms and conditions on this form are an -----------------------
integral part of this purchase agreement and are the
final and complete agreement between the buyer and [ILLEGIBLE]
the seller. No variation from these terms and
conditions as stated on this order, or from the -----------------------
provisions of the Uniform Commercial Code, will Authorized Signature
be acceptable without the prior written approval
of the purchaser.
122
[V Tech Data LETTERHEAD] Show this Purchase Order on all correspondence,
invoices, shipping papers and packages
WAREHOUSE # A5
PURCHASE ORDER 769280
P.O. DATE 03/11/97 PAGE 1 OF 1
PAYMENT TERMS 2% 15, NET 45 REFERENCE # 0
VENDOR NUMBER 55655 PRD. MGR. 755 ▇. ▇▇▇▇ X75590
======================================= ======================================
[ILLEGIBLE] SHIP TO
======================================= ======================================
▇▇▇▇▇▇▇ INTERACTIVE TECH DATA CORP.
--------------------------------------- --------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ 5100 LIBERTY WAY
--------------------------------------- --------------------------------------
SUITE 2580
---------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------
LOS ANGELES, CA 90017 FORT WORTH, TX 76178
--------------------------------------- -------------------------------------
SHIP TERMS OPEN ACCOUNT SHIP VIA AS PER ROUTING GUIDE
FOB POINT
======================================= ======================================
[NOT LEGIBLE] [ILLEGIBLE]
======================================= ======================================
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
===============================================================================
[ILLEGIBLE]
===============================================================================
437684 UB-WN-10-FD 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 MOST [ILLEGIBLE]
-------------------------------------------------------------------------------
BEST OF THE WEB BUNDLE EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
437685 UNI4.0 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 W95 [ILLEGIBLE]
-------------------------------------------------------------------------------
OFFICE DEPOT ONLY!!!! EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE] **
TERMS: The terms and conditions on this form are an -----------------------
integral part of this purchase agreement and are the
final and complete agreement between the buyer and [ILLEGIBLE]
the seller. No variation from these terms and
conditions as stated on this order, or from the -----------------------
provisions of the Uniform Commercial Code, will Authorized Signature
be acceptable without the prior written approval
of the purchaser.
123
[V Tech Data LETTERHEAD] Show this Purchase Order on all correspondence,
invoices, shipping papers and packages
WAREHOUSE # A6
PURCHASE ORDER 769281
P.O. DATE 03/11/97 PAGE 1 OF 1
PAYMENT TERMS 2% 15, NET 45 REFERENCE # 0
VENDOR NUMBER 55655 PRD. MGR. 755 ▇. ▇▇▇▇ X75590
======================================= ======================================
[ILLEGIBLE] SHIP TO
======================================= ======================================
▇▇▇▇▇▇▇ INTERACTIVE TECH DATA CORP.
--------------------------------------- --------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------- --------------------------------------
SUITE 2580 UNIT 1
---------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------
LOS ANGELES, CA 90017 ONTARIO, CA 91764
--------------------------------------- -------------------------------------
SHIP TERMS OPEN ACCOUNT SHIP VIA AS PER ROUTING GUIDE
FOB POINT
======================================= ======================================
[NOT LEGIBLE] [ILLEGIBLE]
======================================= ======================================
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
===============================================================================
[ILLEGIBLE]
===============================================================================
437684 UB-WN-10-FD 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 MOST [ILLEGIBLE]
-------------------------------------------------------------------------------
BEST OF THE WEB BUNDLE EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
437685 UNI4.0 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 W95 [ILLEGIBLE]
-------------------------------------------------------------------------------
OFFICE DEPOT ONLY!!!! EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE] **
TERMS: The terms and conditions on this form are an -----------------------
integral part of this purchase agreement and are the
final and complete agreement between the buyer and [ILLEGIBLE]
the seller. No variation from these terms and
conditions as stated on this order, or from the -----------------------
provisions of the Uniform Commercial Code, will Authorized Signature
be acceptable without the prior written approval
of the purchaser.
124
[V Tech Data LETTERHEAD] Show this Purchase Order on all correspondence,
invoices, shipping papers and packages
WAREHOUSE # A7
PURCHASE ORDER 769282
P.O. DATE 03/11/97 PAGE 1 OF 1
PAYMENT TERMS 2% 15, NET 45 REFERENCE # 0
VENDOR NUMBER 55655 PRD. MGR. 755 ▇. ▇▇▇▇ X75590
======================================= ======================================
[ILLEGIBLE] SHIP TO
======================================= ======================================
▇▇▇▇▇▇▇ INTERACTIVE TECH DATA CORP.
--------------------------------------- --------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
--------------------------------------- --------------------------------------
SUITE 2580
---------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------
LOS ANGELES, CA 90017 UNION CITY, CA 94587
--------------------------------------- -------------------------------------
SHIP TERMS OPEN ACCOUNT SHIP VIA AS PER ROUTING GUIDE
FOB POINT
======================================= ======================================
[NOT LEGIBLE] [ILLEGIBLE]
======================================= ======================================
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
===============================================================================
[ILLEGIBLE]
===============================================================================
437684 UB-WN-10-FD 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 MOST [ILLEGIBLE]
-------------------------------------------------------------------------------
BEST OF THE WEB BUNDLE EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
437685 UNI4.0 03/21/97 ** ** **
-------------------------------------------------------------------------------
UNINSTALLER 4.0 3.5 W95 [ILLEGIBLE]
-------------------------------------------------------------------------------
OFFICE DEPOT ONLY!!!! EA 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[ILLEGIBLE] **
TERMS: The terms and conditions on this form are an -----------------------
integral part of this purchase agreement and are the
final and complete agreement between the buyer and [ILLEGIBLE]
the seller. No variation from these terms and
conditions as stated on this order, or from the -----------------------
provisions of the Uniform Commercial Code, will Authorized Signature
be acceptable without the prior written approval
of the purchaser.
125
-------------------------------
PURCHASE ORDER
MERISEL
-------------------------------
PURCHASE ORDER NUMBER: 24-04337
BILL TO:
MERISEL AMERICAS, INC. PHONE ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
EL SEGUNDO, CA 90245-0984
DATE
ATTENTION: ACCOUNTS PAYABLE FEB 24,97 15531 PAGE 1
TO: SHIP TO:
▇▇▇▇▇▇▇ INTERACTIVE, INC. MERISEL AMERICAS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇.▇. INDEPENDENCE AVE
MARIETTA, GA 30066 ▇▇▇'▇ SUMMIT, NO 64064
TERMS RUN FEB 24,97 10:07
VIA UPS GRND DATE TO BE DELIVERED FOB SHIP POINT
INSTRUCTIONS: ALL DELIVERIES MUST BE ACCOMPANIED BY A COMPLETE AND ACCURATE
PACKING SLIP. CALL MERISEL TRAFFIC AT ▇▇▇ ▇▇▇-▇▇▇▇ FOR ROUTING
ON ALL SHIPMENTS OVER 200 LBS. TERMS AND CONDITIONS ON ATTACHED
SHEET APPLY TO THIS PURCHASE ORDER. CONFIRMING - DO NOT
DUPLICATE.
******************************
******************************
PROM OPEN UNIT EXTENDED
ITEM DESCRIPTION MACHINE MEDIA DATE QTY PRICE PRICE
UNINSTALLER 4.0 & BEST
OF THE 86840 UB-WN-10-FD IBM PC CDRO 03/17/97 ** ** **
BUYER: G1 ▇▇▇▇▇▇ ▇▇▇▇▇ TOTAL ** **
126
-------------------------------
PURCHASE ORDER
MERISEL
-------------------------------
PURCHASE ORDER NUMBER: 31-81679
BILL TO:
MERISEL AMERICAS, INC. PHONE ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
EL SEGUNDO, CA 90245-3080
DATE
ATTENTION: ACCOUNTS PAYABLE FEB 24,97 15931 PAGE 1
TO: SHIP TO:
▇▇▇▇▇▇▇ INTERACTIVE, INC. MERISEL AMERICAS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
MARIETTA, GA 30066 WOOD DALE IL 60191
TERMS RUN FEB 25,97 16:37
SHIP VIA UPS GRND DATE TO BE DELIVERED FOB SHIP POINT
INSTRUCTIONS: ALL DELIVERIES MUST BE ACCOMPANIED BY A COMPLETE AND ACCURATE
PACKING SLIP. CALL MERISEL TRAFFIC AT ▇▇▇ ▇▇▇-▇▇▇▇ FOR ROUTING
ON ALL SHIPMENTS OVER 200 LBS. TERMS AND CONDITIONS ON ATTACHED
SHEET APPLY TO THIS PURCHASE ORDER. CONFIRMING - DO NOT
DUPLICATE.
******************************
******************************
PROM OPEN UNIT EXTENDED
LNE ITEM DESCRIPTION MACHINE MEDIA DATE QTY PRICE PRICE
001 UNINSTALLER 4.0 & BEST
OF THE 86840 UB-WN-10-FD IBM PC CDRO 03/17/97 ** ** **
BUYER: G1 ▇▇▇▇▇▇ ▇▇▇▇▇ TOTAL ** **
127
-------------------------------
PURCHASE ORDER
MERISEL
-------------------------------
PURCHASE ORDER NUMBER: 22-78258
BILL TO:
MERISEL AMERICAS, INC. PHONE ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
EL SEGUNDO, CA 90245-3080
DATE
ATTENTION: ACCOUNTS PAYABLE FEB 24,97 15931 PAGE 1
TO: SHIP TO:
▇▇▇▇▇▇▇ INTERACTIVE, INC. MERISEL AMERICAS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TERMS RUN FEB 24,97 10:07
VIA UPS GRND DATE TO BE DELIVERED FOB SHIP POINT
INSTRUCTIONS: ALL DELIVERIES MUST BE ACCOMPANIED BY A COMPLETE AND ACCURATE
PACKING SLIP. CALL MERISEL TRAFFIC AT ▇▇▇ ▇▇▇-▇▇▇▇ FOR ROUTING
ON ALL SHIPMENTS OVER 200 LBS. TERMS AND CONDITIONS ON ATTACHED
SHEET APPLY TO THIS PURCHASE ORDER. CONFIRMING - DO NOT
DUPLICATE.
******************************
******************************
PROM OPEN UNIT EXTENDED
ITEM DESCRIPTION MACHINE MEDIA DATE QTY PRICE PRICE
UNINSTALLER 4.0 & BEST
OF THE 86840 UB-WN-10-FD IBM PC CDRO 03/17/97 ** ** **
BUYER: G1 ▇▇▇▇▇▇ ▇▇▇▇▇ TOTAL ** **
128
-------------------------------
PURCHASE ORDER
MERISEL
-------------------------------
PURCHASE ORDER NUMBER: 11-70613
BILL TO:
MERISEL AMERICAS, INC. PHONE ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
EL SEGUNDO, CA 90245-0984
DATE
ATTENTION: ACCOUNTS PAYABLE FEB 24,97 15931 PAGE 1
TO: SHIP TO:
▇▇▇▇▇▇▇ INTERACTIVE, INC. MERISEL, INC. BRANCH 11
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TERMS RUN FEB 24,97 10:07
VIA UPS GRND DATE TO BE DELIVERED FOB SHIP POINT
INSTRUCTIONS: ALL DELIVERIES MUST BE ACCOMPANIED BY A COMPLETE AND ACCURATE
PACKING SLIP. CALL MERISEL TRAFFIC AT ▇▇▇ ▇▇▇-▇▇▇▇ FOR ROUTING
ON ALL SHIPMENTS OVER 200 LBS. TERMS AND CONDITIONS ON ATTACHED
SHEET APPLY TO THIS PURCHASE ORDER. CONFIRMING - DO NOT
DUPLICATE.
******************************
******************************
PROM OPEN UNIT EXTENDED
ITEM DESCRIPTION MACHINE MEDIA DATE QTY PRICE PRICE
UNINSTALLER 4.0 & BEST
OF THE 86840 UB-WN-10-FD IBM PC CDRO 03/10/97 ** ** **
BUYER: G1 ▇▇▇▇▇▇ ▇▇▇▇▇ TOTAL ** **
129
********************************
PURCHASE ORDER
MERISEL
********************************
PURCHASE ORDER NUMBER: 22-90343
BILL TO:
MERISEL AMERICAS, INC. PHONE ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
EL SEGUNDO, CA 90243-3050
DATE
ATTENTION: ACCOUNTS PAYABLE MAR 27,97 15931 PAGE 1
TO: SHIP TO:
▇▇▇▇▇▇▇ INTERACTIVE, INC. MERISEL AMERICAS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TERMS RUN MAR 27,97 134637
SHIP VIA UPS GRND DATE TO BE DELIVERED FOB SHIP POINT
INSTRUCTIONS: ALL DELIVERIES MUST BE ACCOMPANIED BY A COMPLETE AND ACCURATE
PACKING LIST
CALL MERISEL TRAFFIC AT ▇▇▇ ▇▇▇-▇▇▇▇ FOR ROUTING ON ALL SHIPMENTS
OVER 200 POUNDS
TERMS AND CONDITIONS ON ATTACHED SHEET APPLY TO THIS P.O.
CONFIRMING - DO NOT DUPLICATE.
********************************
********************************
PROM OPEN UNIT EXTENDED
LNE ITEM DESCRIPTION MACHINE MEDIA DATE QTY PRICE PRICE
001 UNINSTALLER 4.0 & BEST OF THE IBM PC CDRO 04/14/97 ** ** **
56940 UB-WN-10-FD
BUYER: G1 ▇▇▇▇▇▇ ▇▇▇▇▇ TOTAL ** **
130
********************************
PURCHASE ORDER
MERISEL
********************************
PURCHASE ORDER NUMBER: 24-04501
BILL TO:
MERISEL AMERICAS, INC. PHONE ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
EL SEGUNDO, CA 90243-0994
DATE
ATTENTION: ACCOUNTS PAYABLE MAR 27,97 13931 PAGE 1
TO: SHIP TO:
▇▇▇▇▇▇▇ INTERACTIVE, INC. MERISEL AMERICAS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇.▇. INDEPENDENCE AVE
MARIETTA, GA ▇▇▇▇▇ ▇▇▇'▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TERMS RUN MAR 27,97 134641
SHIP VIA UPS GRND DATE TO BE DELIVERED FOB SHIP POINT
INSTRUCTIONS: ALL DELIVERIES MUST BE ACCOMPANIED BY A COMPLETE AND ACCURATE
PACKING LIST
CALL MERISEL TRAFFIC AT ▇▇▇ ▇▇▇-▇▇▇▇ FOR ROUTING ON ALL SHIPMENTS
OVER 200 POUNDS
TERMS AND CONDITIONS ON ATTACHED SHEET APPLY TO THIS P.O.
CONFIRMING - DO NOT DUPLICATE.
********************************
********************************
PROM OPEN UNIT EXTENDED
LNE ITEM DESCRIPTION MACHINE MEDIA DATE QTY PRICE PRICE
001 UNINSTALLER 4.0 & BEST OF THE IBM PC CDRO 04/14/97 ** ** **
56940 UB-WN-10-FD
BUYER: G1 ▇▇▇▇▇▇ ▇▇▇▇▇ TOTAL ** **
131
MERISEL
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇ ▇▇▇▇
Friday, March 26, 1997
PURCHASE ORDER FAX
COVER SHEET
TO
▇▇▇▇▇▇▇ INTERACTIVE, INC
12136141929
FROM
▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
3 Pages (incl. cover)
132
[INGRAM PO# 10-56861 PURCHASE ORDER
MICRO
LOGO] PAGE 1 PLEASE ACKNOWLEDGE THIS ORDER
PROMPTLY AND ADVISE SHIPPING DATE. ▇▇▇▇
▇▇▇▇▇▇ # VENDOR OF LADING MUST ACCOMPANY INVOICE.
9013 1 S
▇▇▇▇▇▇▇ INTERACTIVE, INC. H IMPORTANT
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ #▇▇▇ I ▇▇▇▇▇▇ MICRO THE PURCHASE ORDER NUMBER MUST
NEWPORT BEACH, CA 92663 P 1050 SOUTH STATE COLLEGE APPEAR ON ALL INVOICES, SHIPPING
FULLERTON, CA 92631 PAPERS AND PACKAGES. PACKAGING SLIP
MUST ACCOMPANY SHIPMENT. INVOICE
T EACH PURCHASE ORDER SEPARATELY.
O
----------------------------------------------------------------------------------------------------------------------------------
NUMBER VENDOR # VEND. TELEPHONE NO. P.O. DATE DELIVERY DATE PAYMENT TERMS
56861-5 9013 ▇▇▇-▇▇▇-▇▇▇▇ 02/25/97 NET 45 U.S. DOLLARS
----------------------------------------------------------------------------------------------------------------------------------
ID NO. CANCEL DATE ???? ???? SHIP TO NO. SHIPPING INSTRUCTIONS SHIP VIA FREIGHT TERMS B#
----------------------------------------------------------------------------------------------------------------------------------
[ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE]
----------------------------------------------------------------------------------------------------------------------------------
AUTO FAX PO
** EA 901323 WIN-32 UNINSTALLER V4.0 & BEST OF THE DSK3 ** **
UB-HM-10-FD NET BUNDLE SINGLE 1-DOC
** EA 901304 MAC NET COMMANDER INTERNET SUITE CROM ** **
NC-MC-10-FD V1.0 FOR MAC
VENDORS PLEASE NOTE ANY CHANGES IN PRICE OR TERMS NEED APPROVAL BEFORE SHIPMENT
----------------------------------------------------------------------------------------------------------------------------------
** MERCHANDISE SHIPPED ON THIS PURCHASE ORDER NOT IN
AGREEMENT WITH THE SPECIFICS AS OUTLINED ABOVE WILL BE
RETURNED UNLESS PRIOR APPROVAL HAS BEEN OBTAINED **
SIGNATURE________________________________________________________
133
[INGRAM PO# 10-56861 PURCHASE ORDER
MICRO
LOGO] PAGE 1 PLEASE ACKNOWLEDGE THIS ORDER
PROMPTLY AND ADVISE SHIPPING DATE. ▇▇▇▇
▇▇▇▇▇▇ # VENDOR OF LADING MUST ACCOMPANY INVOICE.
9013 1 S
▇▇▇▇▇▇▇ INTERACTIVE, INC. H IMPORTANT
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ #▇▇▇ I ▇▇▇▇▇▇ MICRO (FREMONT) THE PURCHASE ORDER NUMBER MUST
NEWPORT BEACH, CA 92663 P ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. BLDG. D APPEAR ON ALL INVOICES, SHIPPING
FREMONT, CA 94538-3113 PAPERS AND PACKAGES. PACKAGING SLIP
MUST ACCOMPANY SHIPMENT. INVOICE
T EACH PURCHASE ORDER SEPARATELY.
O
----------------------------------------------------------------------------------------------------------------------------------
NUMBER VENDOR # VEND. TELEPHONE NO. P.O. DATE DELIVERY DATE PAYMENT TERMS
56861-5 9013 ▇▇▇-▇▇▇-▇▇▇▇ 02/25/97 NET 45 U.S. DOLLARS
----------------------------------------------------------------------------------------------------------------------------------
ID NO. CANCEL DATE ???? ???? SHIP TO NO. SHIPPING INSTRUCTIONS SHIP VIA FREIGHT TERMS B#
----------------------------------------------------------------------------------------------------------------------------------
[ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE]
----------------------------------------------------------------------------------------------------------------------------------
AUTO FAX PO
** EA 901323 WIN-32 UNINSTALLER V4.0 & BEST OF THE DSK3 ** **
UB-HM-10-FD NET BUNDLE SINGLE 1-DOC
** EA 901304 MAC NET COMMANDER INTERNET SUITE CROM ** **
NC-MC-10-FD V1.0 FOR MAC
VENDORS PLEASE NOTE ANY CHANGES IN PRICE OR TERMS NEED APPROVAL BEFORE SHIPMENT
----------------------------------------------------------------------------------------------------------------------------------
** MERCHANDISE SHIPPED ON THIS PURCHASE ORDER NOT IN
AGREEMENT WITH THE SPECIFICS AS OUTLINED ABOVE WILL BE
RETURNED UNLESS PRIOR APPROVAL HAS BEEN OBTAINED **
SIGNATURE________________________________________________________
134
[INGRAM PO# 10-56861 PURCHASE ORDER
MICRO
LOGO] PAGE 1 PLEASE ACKNOWLEDGE THIS ORDER
PROMPTLY AND ADVISE SHIPPING DATE. ▇▇▇▇
▇▇▇▇▇▇ # VENDOR OF LADING MUST ACCOMPANY INVOICE.
9013 1 S
▇▇▇▇▇▇▇ INTERACTIVE, INC. H IMPORTANT
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ #▇▇▇ I ▇▇▇▇▇▇ MICRO THE PURCHASE ORDER NUMBER MUST
NEWPORT BEACH, CA 92663 P CONSOLIDATION CENTER APPEAR ON ALL INVOICES, SHIPPING
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. PAPERS AND PACKAGES. PACKAGING SLIP
FREMONT CA 94539 MUST ACCOMPANY SHIPMENT. INVOICE
T EACH PURCHASE ORDER SEPARATELY.
O
----------------------------------------------------------------------------------------------------------------------------------
NUMBER VENDOR # VEND. TELEPHONE NO. P.O. DATE DELIVERY DATE PAYMENT TERMS
56862-6 9013 ▇▇▇-▇▇▇-▇▇▇▇ 02/25/97 NET 45 U.S. DOLLARS
----------------------------------------------------------------------------------------------------------------------------------
ID NO. CANCEL DATE ???? ???? SHIP TO NO. SHIPPING INSTRUCTIONS SHIP VIA FREIGHT TERMS B#
----------------------------------------------------------------------------------------------------------------------------------
[ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE]
----------------------------------------------------------------------------------------------------------------------------------
AUTO FAX PO
** EA 901323 WIN-32 UNINSTALLER V4.0 & BEST OF THE DSK3 ** **
UB-NM-10-FD WEB BUNDLE SINGLE 1-DOC
** EA 901304 MAC NET COMMANDER INTERNET SUITE CROM ** **
NC-MC-10-FD V1.0 FOR MAC
VENDORS PLEASE NOTE ANY CHANGES IN PRICE OR TERMS NEED APPROVAL BEFORE SHIPMENT
----------------------------------------------------------------------------------------------------------------------------------
** MERCHANDISE SHIPPED ON THIS PURCHASE ORDER NOT IN
AGREEMENT WITH THE SPECIFICS AS OUTLINED ABOVE WILL BE
RETURNED UNLESS PRIOR APPROVAL HAS BEEN OBTAINED **
SIGNATURE________________________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
135
GT INTERACTIVE SOFTWARE - PURCHASE REQUISITION WORKSHEET PAGE 1
!!! PACKING LIST MUST ACCOMPANY SHIPMENT OR SHIPMENT WILL BE REFUSED!!!
PRW #: 4832 Requisition #: 04029803 PO #: 04044576 Date: 2/24/97
Vendor #: 0506
Vendor Name: ▇▇▇▇▇▇▇ Interactive Payment Terms: 30 Days after receipt of goods
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇: ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Return: Possible exchange
Contact Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Royalty: Paid 45 days after/60 days of sale
Phone: ▇▇▇-▇▇▇-▇▇▇▇ ▇ ▇▇▇ Requested Ship Date: Immediate
FAX: ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------------------------------------------------------
GTIS Control Vendor Vendor Software Product Cost Units Extended
Selection # LOC # UPC # Part # Class Title Per Unit Ordered Cost Royalty
--------------------------------------------------------------------------------------------------------------------------------
04-31724 000000 78461942012 3 Not Available 30 Uninstaller 4.0 ** ** **
--------------------------------------------------------------------------------------------------------------------------------
END OF ORDER END OF ORDER END OF ORDER END OF ORDER END OF ORDER Total: ** **
--------------------------------------------------------------------------------------------------------------------------------
Approval: Approval: [INITIALS] Approval: [INITIALS]
-------------- ------------ ------------
Administration ???????? Finance
Shipping Method: Contact Traffic Dept at ▇▇▇-▇▇▇-▇▇▇▇/6960 to make shipping
arrangements, give carton/pallet amounts total weights.
Please FAX copies of Packing Lists to Traffic Department at
▇▇▇-▇▇▇-▇▇▇▇ BEFORE SHIPPING.
Delivery Carrier/Contact Receiving Dept. @ ▇▇▇ ▇▇▇-▇▇▇▇ to
make delivery appointment.
Ship to: GT Interactive Software
▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇/▇▇▇▇ ▇▇▇▇▇
136
GT INTERACTIVE SOFTWARE - PURCHASE REQUISITION WORKSHEET PAGE 1
!!! PACKING LIST MUST ACCOMPANY SHIPMENT OR SHIPMENT WILL BE REFUSED!!!
PRW #: 4801 Requisition #: 04029745 PO #: 04044459 Date: 2/14/97
Vendor #: 0506
Vendor Name: ▇▇▇▇▇▇▇ Interactive Payment Terms: 30 Days after receipt of goods
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇: ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Return: Possible exchange
Contact Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Royalty: Paid 45 days after/60 days of sale
Phone: ▇▇▇-▇▇▇-▇▇▇▇ ▇ ▇▇▇ Requested Ship Date: Immediate
FAX: ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------------------------------------------------------
GTIS Control Vendor Vendor Software Product Cost Units Extended
Selection # LOC # UPC # Part # Class Title Per Unit Ordered Cost Royalty
--------------------------------------------------------------------------------------------------------------------------------
04-31724 000000 78461942012 3 Not Available 30 Uninstaller 4.0 ** ** **
--------------------------------------------------------------------------------------------------------------------------------
END OF ORDER END OF ORDER END OF ORDER END OF ORDER END OF ORDER Total: ** **
--------------------------------------------------------------------------------------------------------------------------------
Approval: Approval: [INITIALS] Approval: [INITIALS]
-------------- ------------ ------------
Administration ???????? Finance
Shipping Method: Contact Traffic Dept at ▇▇▇-▇▇▇-▇▇▇▇/6960 to make shipping
arrangements, give carton/pallet amounts total weights.
Please FAX copies of Packing Lists to Traffic Department at
▇▇▇-▇▇▇-▇▇▇▇ BEFORE SHIPPING.
Delivery Carrier/Contact Receiving Dept. @ ▇▇▇ ▇▇▇-▇▇▇▇ to
make delivery appointment.
Ship to: GT Interactive Software
▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇/▇▇▇▇ ▇▇▇▇▇
137
GT INTERACTIVE SOFTWARE - PURCHASE REQUISITION WORKSHEET PAGE 1
!!! PACKING LIST MUST ACCOMPANY SHIPMENT OR SHIPMENT WILL BE REFUSED!!!
PRW #: 4749 Requisition #: 04029665 PO #: 04044402 Date: 2/6/97
Vendor #: 0506
Vendor Name: ▇▇▇▇▇▇▇ Interactive Payment Terms: 30 Days after receipt of goods
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇: ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Return: Possible exchange
Contact Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Royalty: Paid 45 days after/60 days of sale
Phone: ▇▇▇-▇▇▇-▇▇▇▇ ▇ ▇▇▇ Requested Ship Date: Immediate
FAX: ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------------------------------------------------------
GTIS Control Vendor Vendor Software Product Cost Units Extended
Selection # LOC # UPC # Part # Class Title Per Unit Ordered Cost Royalty
--------------------------------------------------------------------------------------------------------------------------------
04-31724 000000 78461942012 0 Not Available 30 Uninstaller 4.0 ** ** **
--------------------------------------------------------------------------------------------------------------------------------
END OF ORDER END OF ORDER END OF ORDER END OF ORDER END OF ORDER Total: ** **
--------------------------------------------------------------------------------------------------------------------------------
Approval: Approval: [INITIALS] Approval: [INITIALS]
-------------- ------------ ------------
Administration ???????? Finance
Shipping Method: Contact Traffic Dept at ▇▇▇-▇▇▇-▇▇▇▇/6960 to make shipping
arrangements, give carton/pallet amounts total weights.
Please FAX copies of Packing Lists to Traffic Department at
▇▇▇-▇▇▇-▇▇▇▇ BEFORE SHIPPING.
Delivery Carrier/Contact Receiving Dept. @ ▇▇▇ ▇▇▇-▇▇▇▇ to
make delivery appointment.
Ship to: GT Interactive Software
▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇/▇▇▇▇ ▇▇▇▇▇
138
GT INTERACTIVE SOFTWARE - PURCHASE REQUISITION WORKSHEET PAGE 1
!!! PACKING LIST MUST ACCOMPANY SHIPMENT OR SHIPMENT WILL BE REFUSED!!!
PRW #: 4864 Requisition #: 04029851 PO #: 04044611 Date: 2/26/97
Vendor #: 0506
Vendor Name: ▇▇▇▇▇▇▇ Interactive Payment Terms: 30 Days after receipt of goods
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇: ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Return: Possible exchange
Contact Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Royalty: Paid 45 days after/60 days of sale
Phone: ▇▇▇-▇▇▇-▇▇▇▇ ▇ ▇▇▇ Requested Ship Date: Immediate
FAX: ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------------------------------------------------------
GTIS Control Vendor Vendor Software Product Cost Units Extended
Selection # LOC # UPC # Part # Class Title Per Unit Ordered Cost Royalty
--------------------------------------------------------------------------------------------------------------------------------
04-31724 000000 78461942012 0 Not Available 30 Uninstaller 4.0 ** ** **
--------------------------------------------------------------------------------------------------------------------------------
END OF ORDER END OF ORDER END OF ORDER END OF ORDER END OF ORDER Total: ** **
--------------------------------------------------------------------------------------------------------------------------------
Approval: Approval: [INITIALS] Approval: [INITIALS]
-------------- ------------ ------------
Administration ???????? Finance
Shipping Method: Contact Traffic Dept at ▇▇▇-▇▇▇-▇▇▇▇/6960 to make shipping
arrangements, give carton/pallet amounts total weights.
Please FAX copies of Packing Lists to Traffic Department at
▇▇▇-▇▇▇-▇▇▇▇ BEFORE SHIPPING.
Delivery Carrier/Contact Receiving Dept. @ ▇▇▇ ▇▇▇-▇▇▇▇ to
make delivery appointment.
Ship to: GT Interactive Software
▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇/▇▇▇▇ ▇▇▇▇▇