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Exhibit 4.4
SECURITIES PURCHASE AGREEMENT
Among
BANCTEC, INC.
and
THE SEVERAL PERSONS NAMED
IN SCHEDULE I HERETO
Dated as of February 27, 2001
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TABLE OF CONTENTS
Page
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I. PURCHASE AND SALE OF SECURITIES............................................. 1
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SECTION 1.01. Issuance and Sale of the Series B Shares to the Purchasers... 1
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SECTION 1.02. Closing Date................................................. 1
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II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................... 2
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SECTION 2.01. Organization and Qualification............................... 2
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SECTION 2.02. Authorization of Agreements, Etc............................. 2
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SECTION 2.03. Validity..................................................... 3
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SECTION 2.04. Governmental Approvals....................................... 3
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SECTION 2.05. Brokers...................................................... 3
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III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS............................ 3
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SECTION 3.01. Authorization................................................ 3
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SECTION 3.02. Validity..................................................... 4
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SECTION 3.03. Investment Representations................................... 4
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SECTION 3.04. Governmental Approvals....................................... 5
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SECTION 3.05. Brokers...................................................... 5
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IV. COVENANTS................................................................... 5
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SECTION 4.01. Conduct of the Company's Business............................ 5
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SECTION 4.02. Further Assurances........................................... 5
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V. CONDITIONS PRECEDENT........................................................ 6
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SECTION 5.01. Conditions Precedent to the Obligations of the Purchasers.... 6
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SECTION 5.02. Conditions Precedent to the Obligations of the Company....... 7
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VI. TERMINATION................................................................. 8
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SECTION 6.01. Termination by the Parties................................... 8
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SECTION 6.02. Effect of Termination........................................ 8
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VII. MISCELLANEOUS............................................................... 8
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SECTION 7.01. Survival of Agreements....................................... 8
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SECTION 7.02. Parties in Interest; Assignment.............................. 8
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SECTION 7.03. Notices...................................................... 8
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SECTION 7.04. Entire Agreement............................................. 9
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SECTION 7.05. Counterparts................................................. 9
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SECTION 7.06. Headings..................................................... 9
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SECTION 7.07. Severability................................................. 10
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SECTION 7.08. No Third Party Beneficiaries................................. 10
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-i-
SECTION 7.9. Specific Performance......................................... 10
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SECTION 7.10. Governing Law................................................ 10
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Exhibit Description
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A Form of Certificate of Designations, Preferences and Rights of
the Series A Preferred Stock and Series B Preferred Stock
Schedule Description
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I Purchasers
-ii-
SECURITIES PURCHASE AGREEMENT, dated as of February 27, 2001,
among BANCTEC, INC., a Delaware corporation (the "Company") and the
several persons named in Schedule I hereto (each a "Purchaser" and
collectively the "Purchasers").
WHEREAS, the Company desires to sell to the Purchasers, and such
Purchasers desire to purchase from the Company, on the terms and subject to the
conditions set forth herein an aggregate of 35,520 shares (the "Series B
Shares") of Series B Preferred Stock, par value $.01 per share, of the Company
("Series B Preferred Stock"), having the terms set forth in the Certificate of
Designations, Preferences and Rights attached as Exhibit A hereto (the
"Securities").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
I.
PURCHASE AND SALE OF SECURITIES
SECTION 1.01. Issuance and Sale of the Series B Shares to the
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Purchasers.
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(a) Subject to the terms and conditions set forth herein, on the
Closing Date (as hereinafter defined) the Company shall issue, sell and deliver
to the Purchasers, and each such Purchaser, acting severally and not jointly,
shall purchase from the Company, the number of Series B Shares set forth
opposite the name of such Purchaser on Schedule I. On the Closing Date, the
Company shall issue a certificate or certificates in definitive form, registered
in the name of each Purchaser, representing the number of Series B Shares
purchased by such Purchaser.
(b) As payment in full for the Securities being purchased by it
hereunder, and against delivery of the certificate or certificates therefor as
aforesaid, on the Closing Date each Purchaser, acting severally and not jointly,
shall transfer, by wire transfer of immediately available funds to an account
designated by the Company, the amount set forth opposite the name of such
Purchaser on Schedule I under the heading "Purchase Price."
SECTION 1.02. Closing Date. The transfer, sale and delivery of the
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Securities contemplated by Section 1.01 and 1.02 hereof (the "Closing") shall
take place at the offices of Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol, ▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, as soon as practicable after the
satisfaction or waiver of each of the conditions to the obligations of the
parties set forth in Article V hereof, or at such date and time as may be
mutually agreed upon among the parties hereto (such date and time of the Closing
being herein called the "Closing Date").
II.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Purchasers as follows:
SECTION 2.01. Organization and Qualification. The Company is a
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corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
own or lease and operate its properties and assets and to carry on its business
as it is now being conducted. The Company is duly qualified as a foreign
corporation to do business, and is in good standing, in each jurisdiction in
which the character of its properties owned or leased or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified would not have a material adverse effect on the properties, assets,
financial condition, prospects, operating results or business of the Company and
its subsidiaries, taken as a whole (a "Material Adverse Effect").
(a) On the date hereof, the authorized capital stock of the Company
consists of (i) 30,000,000 shares of Common Stock, (ii) 2,000,000 shares of
Class A Common Stock, and (iii) 1,000,000 shares of Preferred Stock. As of the
Closing Date, the outstanding capital stock of the Company will consist of (i)
17,003,838 shares of Common Stock, (ii) 1,181,946 shares of Class A Common
Stock, (iii) 100,000 shares of the Series A Preferred Stock, par value $.01 per
share, of the Company, which has the rights and other terms set forth in the
Certificate of Designations, Preferences and Rights attached hereto as Exhibit A
and (iv) 35,520 shares of the Series B Preferred Stock.
(b) Except as set forth in paragraph (a) above and pursuant to the
Stockholders Agreement (the "Stockholders Agreement"), dated as of July 22,
1999, by and among the Company and the other signatories thereto, immediately
after the Closing the Company will have outstanding no shares of capital stock
or securities convertible into or exchange or exercisable for capital stock, or
any rights or options for the purchase of, or any agreement providing for the
issuance (contingent or otherwise) of, or any calls, commitments or claims of
any character relating to, any capital stock or securities convertible into or
exchangeable or exercisable for capital stock. Immediately after the Closing,
the Company will not be subject to any obligations (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of capital stock or
securities, rights, options or other instruments of the type described in the
preceding sentence.
SECTION 2.02. Authorization of Agreements, Etc.
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(a) Each of (i) the execution and delivery by the Company of this
Agreement (ii) the performance by the Company of its obligations hereunder and
thereunder; (iii) the issuance, sale and delivery by the Company of the Series B
Shares; and (iv) the performance by the Company of the transactions contemplated
hereby has been duly authorized by all requisite corporate action and will not
(x) violate any provision of law, any order of any court or other agency of
government, the Certificate of Incorporation or By-laws of the Company, or any
provision of any indenture, agreement or other instrument to which the Company
or any of its
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properties or assets is bound; (y) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument; or (z) result in the creation or
imposition of any lien, charge, encumbrance, security interest or other similar
claim (any of the foregoing, a "Claim") in favor of any third person upon any of
the assets of the Company or any of the Shares.
(b) The Securities have been duly authorized by the Company and, when
sold and paid for in accordance with this Agreement, will be validly issued,
fully paid and nonassessable, free of all Claims. Except as set forth in the
Stockholders Agreement, the issuance, sale and delivery of the Securities to the
Purchasers hereunder are not subject to any preemptive rights of stockholders of
the Company or to any right of first refusal or other similar right in favor of
any person.
SECTION 2.03. Validity. This Agreement has been duly executed and
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delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms.
SECTION 2.04. Governmental Approvals. Assuming the accuracy of the
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representations and warranties of the Purchasers set forth in Article III
hereof, no registration or filing with, or consent or approval of, or other
action by, any Federal, state or other governmental agency or instrumentality is
or will be necessary by the Company for the valid execution, delivery and
performance of this Agreement, the issuance, sale and delivery by the Company of
the Securities or the consummation of the transactions contemplated hereby.
SECTION 2.05. Brokers All negotiations relative to this Agreement
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and the transactions contemplated hereby have been carried on without the
intervention of any person on behalf of the Company in such manner as to give
rise to any valid claim by such person against the Purchasers for a finder's
fee, brokerage commission or similar payment.
III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser, severally and not jointly, represents and warrants to
the Company and to the other Purchasers as follows:
SECTION 3.01. Authorization. The execution, delivery and performance
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by such Purchaser of this Agreement, and the purchase and receipt by such
Purchaser of the Securities being acquired by it hereunder, have been duly
authorized by all requisite action on the part of such Purchaser, and will not
(x) violate any provision of law, any order of any court or other agency of
government, the charter or other governing documents of such Purchaser, or any
provision of any indenture, agreement or other instrument by which such
Purchaser or any of such Purchaser's properties or assets are bound; (y)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any such indenture,
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agreement or other instrument; or (z) result in any Claim upon any of the
properties or assets of such Purchaser.
SECTION 3.02. Validity. This Agreement has been duly executed and
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delivered by such Purchaser and constitutes the legal, valid and binding
obligation of such Purchaser, enforceable against such Purchaser in accordance
with its terms.
SECTION 3.03. Investment Representations. For purposes of this
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Section 3.03, the term "such Purchaser" shall be deemed to include such
Purchaser and its partners, in the case of a Purchaser that is a limited
partnership that has been formed solely for the purpose of purchasing the
Securities.
(a) Such Purchaser is acquiring the Securities being purchased by
such Purchaser hereunder for such Purchaser's own account, for investment, and
not with a view toward the resale or distribution thereof.
(b) Such Purchaser understands that he, she or it, as the case may
be, must bear the economic risk of such Purchaser's investment for an indefinite
period of time because the Securities are not registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any applicable state
securities laws, and may not be resold unless subsequently registered under the
Securities Act and such other laws or unless an exemption from such registration
is available. Such Purchaser also understands that, except as provided in the
Registration Rights Agreement (the "Registration Rights Agreement"), dated as of
July 22, 1999, among the Company and the other parties signatory thereto, it is
not contemplated that any registration will be made under the Securities Act or
that the Company will take steps which will make the provisions of Rule 144
under the Securities Act available to permit resale of the Securities. Such
Purchaser agrees not to pledge, transfer, convey or otherwise dispose of any of
the Securities (including any shares of Common Stock into which the Securities
are convertible), except in a transaction that (A) is permitted under the
Stockholders Agreement and (B) is the subject of either (i) an effective
registration statement under the Securities Act and any applicable state
securities laws, or (ii) an applicable exemption from the Securities Act and any
applicable state securities laws as confirmed, if reasonably requested by the
Company, by an opinion of counsel to the effect that such registration is not
required (which opinion and counsel shall be reasonably satisfactory to the
Company), it being intended that the agreements with respect to the Securities
contained in this sentence shall be construed consistently with the provisions
relating to the same subject matter contained in the Registration Rights
Agreement (provided that the provisions of the Registration Rights Agreement
shall govern in the event of any conflict with the terms of this sentence).
(c) Such Purchaser has the ability to bear the economic risks of the
investment in the Securities being purchased hereunder for an indefinite period
of time. Such Purchaser further acknowledges that he, she or it, as the case
may be, has had the opportunity to ask questions of, and receive answers from,
officers of the Company with respect to the business and financial condition of
the Company and the terms and conditions of the offering of the Securities and
to obtain additional information necessary to verify such information or can
acquire it without unreasonable effort or expense.
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(d) Such Purchaser has such knowledge and experience in financial and
business matters that such Purchaser is capable of evaluating the merits and
risks of its investment in the Securities. Such Purchaser further represents
that he, she or it, as the case may be, is an "accredited investor" as such term
is defined in Rule 501 of Regulation D under the Securities Act with respect to
its purchase of the Securities.
(e) If such Purchaser is a limited partnership or limited liability
company, such Purchaser represents that it has been organized and is existing as
a limited partnership or limited liability company under the laws of its
jurisdiction of organization.
SECTION 3.04. Governmental Approvals. No registration or filing
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with, or consent or approval of, or other action by, any Federal, state or other
governmental agency or instrumentality is or will be necessary by any Purchaser
for the valid execution, delivery and performance of this Agreement.
SECTION 3.05. Brokers. All negotiations relative to this Agreement
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and the transactions contemplated hereby have been carried on by such Purchaser
without the intervention of any person on behalf of such Purchaser in such
manner as to give rise to any valid claim by such person against the Company or
the other Purchasers for a finder's fee, brokerage commission or similar
payment.
IV.
COVENANTS
SECTION 4.01. Conduct of the Company's Business. The Company agrees
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that, between the date hereof and the Closing Date, it shall not (i) issue,
sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any
shares of, or securities convertible or exchangeable for, or any options,
warrants or rights of any kind to acquire any shares of, its capital stock of
any class, except as provided herein; (ii) acquire (by merger, consolidation or
acquisition of stock or assets) any corporation, partnership or other business
organization or division thereof (except an existing wholly-owned subsidiary) or
any material amount of assets; (iii) incur or guarantee any indebtedness for
borrowed money or refinance any such indebtedness or issue or sell any debt
securities; (iv) enter into or modify any material contract, lease, agreement or
commitment, or permit or perform any act that would cause a material breach of
any such contract, lease, agreement or commitment; (v) make any loans, advances
or capital contributions to or investments in, any other person; or (vi) violate
or fail to perform in any material respect any obligation imposed upon the
Company or any of its subsidiaries by any applicable laws, orders, decrees,
ordinances, government rules or regulations.
SECTION 4.02. Further Assurances. Subject to the terms and
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conditions herein provided, each of the parties hereto agrees to use its
reasonable best efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable to consummate and
make effective as promptly as practicable the transactions contemplated by this
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Agreement, including, without limitation, using all reasonable efforts to obtain
all necessary waivers, consents and approvals and to effect all necessary
registrations and filings. Without limiting the foregoing, between the date
hereof and the Closing Date the Company shall take such actions as may be
necessary to increase its authorized but unissued capital stock to allow it to
issue the Warrant.
V.
CONDITIONS PRECEDENT
SECTION 5.01. Conditions Precedent to the Obligations of the
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Purchasers. The obligations of each Purchaser hereunder are subject to the
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satisfaction or waiver by such Purchaser, on or before the Closing Date, of the
following conditions:
(a) Representations and Warranties to Be True and Correct. The
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representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on the Closing Date, with the same
force and effect as though such representations and warranties had been made on
and as of such date, and the Company shall have so certified to the Purchasers
in writing.
(b) Performance. The Company shall have performed and complied in
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all material respects with all agreements and conditions contained herein
required to be performed or complied with by it prior to or on the Closing Date,
and the Company shall have so certified to the Purchasers in writing.
(c) All Proceedings to Be Satisfactory. All corporate and other
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proceedings to be taken by the Company and all waivers and consents to be
obtained by the Company in connection with the transactions contemplated hereby
shall have been taken or obtained by the Company and all documents incident
thereto shall be satisfactory in form and substance to the Purchasers and their
counsel.
(d) Supporting Documents. On or prior to the Closing Date the
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Purchasers and their counsel shall have received copies of the following
supporting documents:
(i) copies of (1) the Certificate of Incorporation of the Company and
all amendments thereto (including the Certificate of Designations,
Preferences and Rights of the Series A Preferred Stock and Series B
Preferred Stock), certified as of a recent date by the Secretary of State
of the State of Delaware, and (2) a certificate of said Secretary, dated as
of a recent date, as to the due incorporation and good standing of the
Company, and listing all documents relating to the Company on file with
said official; and
(ii) a certificate of the Secretary or an Assistant Secretary of the
Company, dated the Closing Date and certifying (1) that attached thereto is
a true and complete copy of the By-laws of the Company as in effect on the
date of such certification; (2) that attached thereto is a true and
complete copy of resolutions adopted by the Board of
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Directors of the Company authorizing the execution, delivery and
performance of this Agreement and the issuance, sale and delivery of the
Securities, and that all such resolutions are still in full force and
effect and are all the resolutions adopted in connection with the
transactions contemplated by this Agreement; (3) that the Certificate of
Incorporation of the Company has not been amended since the date of the
last amendment referred to in the certificate delivered pursuant to clause
(i)(2) above; and (4) as to the incumbency and specimen signature of each
officer of the Company executing this Agreement, the stock certificates
representing the Series B Preferred Stock, the Warrant and any certificate
or instrument furnished pursuant hereto, and a certification by another
officer of the Company as to the incumbency and signature of the officer
signing the certificate referred to in this paragraph (ii).
All such documents shall be satisfactory in form and substance to the
Purchasers and their counsel.
(e) Legal Proceedings. No preliminary or permanent injunction or
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other order, decree or ruling issued by any court of competent jurisdiction nor
any statute, rule, regulation or order entered, promulgated or enacted by any
governmental, regulatory or administrative agency or authority, or national
securities exchange shall be in effect that would prevent the consummation of
the transactions contemplated by this Agreement.
SECTION 5.02. Conditions Precedent to the Obligations of the Company.
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The obligations of the Company hereunder are, at its option, subject to the
satisfaction, on or before the Closing Date, of the following conditions:
(a) Representations and Warranties to Be True and Correct. The
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representations and warranties of the Purchasers contained in this Agreement
shall be true and correct in all material respects on the Closing Date, with the
same effect as though such representations and warranties had been made on and
as of such date.
(b) Performance. The Purchasers shall have performed and complied in
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all material respects with all agreements and conditions contained herein
required to be performed or complied with by them prior to or on the Closing
Date.
(c) All Proceedings to Be Satisfactory. All proceedings to be taken
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by the Purchasers and all waivers and consents to be obtained by the Purchasers
in connection with the transactions contemplated hereby shall have been taken or
obtained by the Purchasers and all documents incident thereto shall be
satisfactory in form and substance to the Company and its counsel.
(d) Legal Proceedings. No preliminary or permanent injunction or
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other order, decree or ruling issued by any court of competent jurisdiction nor
any statute, rule, regulation or order entered, promulgated or enacted by any
governmental, regulatory or administrative agency or authority, or national
securities exchange shall be in effect that would prevent the consummation of
the transactions contemplated by this Agreement.
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VI.
TERMINATION
SECTION 6.01. Termination by the Parties. This Agreement may be
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terminated and the transactions contemplated hereby may be abandoned at any time
prior to the Closing Date:
(a) by mutual consent of the Purchasers and the Company; or
(b) by the Company or by a majority in interest of the Purchasers
(determined on the basis of amounts to be invested in the Company pursuant to
this Agreement), if the transactions contemplated hereby have not been
consummated before March 31, 2001, unless the failure to consummate such
transactions results from a breach of any representation, warranty or covenant
of the party seeking to terminate this Agreement;
provided that the provisions of Article VII shall survive any such termination.
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SECTION 6.02. Effect of Termination. In the event of the termination
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of this Agreement and the abandonment of the transactions contemplated hereby
pursuant to this Article VI, this Agreement shall thereafter become void and
have no effect, and no party hereto shall have any liability to any other party
hereto, except that nothing shall relieve any party from liability for any
breach of this Agreement.
VII.
MISCELLANEOUS
SECTION 7.01. Survival of Agreements. All covenants, agreements,
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representations and warranties made herein shall survive the execution and
delivery of this Agreement and the issuance, sale and delivery of the Securities
pursuant hereto, notwithstanding any investigation made at any time by or on
behalf of any party hereto. All statements contained in any certificate or
other instrument delivered by the Company hereunder shall be deemed to
constitute representations and warranties made by the Company.
SECTION 7.02. Parties in Interest; Assignment. Subject to Section
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3.03(b), all covenants and agreements contained in this Agreement by or on
behalf of any party hereto shall bind and inure to the benefit of the respective
successors and assigns of such party hereto whether so expressed or not,
provided that this Agreement shall not be assigned by operation of law or
otherwise without the consent of the other parties.
SECTION 7.03. Notices. Any notice or other communications required
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or permitted hereunder shall be deemed to be sufficient if contained in a
written instrument delivered in person or duly sent by first class certified
mail, postage prepaid, by nationally
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recognized overnight courier, or by telecopy addressed to such party at the
address or telecopy number set forth below or such other address or telecopy
number as may hereafter be designated in writing by the addressee to the
addressor listing all parties:
if to the Company, to:
BancTec, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.;
if to any Purchaser, to it at its address set forth on Schedule I;
or, in any case, at such other address or addresses as shall have been furnished
in writing by such party to the other parties hereto. All such notices,
requests, consents and other communications shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of mailing, on the fifth business day following the date of such
mailing, (c) in the case of delivery by overnight courier, on the business day
following the date of delivery to such courier, and (d) in the case of telecopy,
when received.
SECTION 7.04. Entire Agreement. This Agreement (including the
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Schedules and Exhibits hereto) constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings among the parties hereto with respect to the subject matter
hereof and may not be amended or modified except in a writing signed by the
Company and a majority in interest (determined on the basis of amounts to be
invested in the Company pursuant to this Agreement) of the Purchasers. Any
waiver of any provision of this Agreement must be in a writing signed by the
party against whom enforcement of such waiver is sought.
SECTION 7.05. Counterparts. This Agreement may be executed in two or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 7.06. Headings. Headings and section reference numbers in
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this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.
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SECTION 7.07. Severability. In the event that any one or more of the
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provisions set forth herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.
SECTION 7.08. No Third Party Beneficiaries. This Agreement is not
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intended to confer any rights or remedies upon any person other than the parties
hereto.
SECTION 7.09. Specific Performance. Each party hereto agrees that a
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remedy at law for any breach or threatened breach by such party of this
Agreement would be inadequate and therefore agrees that any other party hereto
shall be entitled to specific performance of this Agreement in addition to any
other available rights and remedies in case of any such breach or threatened
breach.
SECTION 7.10. Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the Company and the Purchasers have executed this
Agreement as of the day and year first above written.
BANCTEC, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
WELSH, CARSON, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VIII, L.P.
By WCAS VIII Associates, L.L.C., General
Partner
By /s/ ▇▇▇▇▇▇▇▇ Rather
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Name: ▇▇▇▇▇▇▇▇ Rather
Title: Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C., General
Partner
By /s/ ▇▇▇▇▇▇▇▇ Rather
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Name: ▇▇▇▇▇▇▇▇ Rather
Title: Managing Member
WCAS INFORMATION PARTNERS, L.P.
By /s/ ▇▇▇▇▇▇▇▇ Rather
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Name: ▇▇▇▇▇▇▇▇ Rather
Title: Attorney-in-Fact
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Rather
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
D. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
By /s/ ▇▇▇▇▇▇▇▇ Rather
---------------------------------
▇▇▇▇▇▇▇▇ Rather
Individually and
as Attorney-in-Fact
12