EXHIBIT 2.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement dated as of December 12, 1996 (the
"Agreement") by and among SystemSoft Corporation, a Delaware Corporation
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("SystemSoft"), and the stockholders listed on the signature page hereto
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(collectively, the "Stockholders"):
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WITNESSETH:
WHEREAS, SystemSoft has entered into an Agreement and Plan of Merger
and Reorganization (the "Merger Agreement") dated as of the date hereof with
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Black Acquisition Corporation (the "Company") and Radish Communications Systems,
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Inc. ("Radish"), pursuant to which the Company will be merged with and into
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Radish (the "Merger");
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WHEREAS, the Stockholders will receive shares of Common Stock, par
value $.01 per share, of SystemSoft (the "Common Stock") in exchange for shares
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of capital stock of Radish now owned by the Stockholders in the Merger; and
WHEREAS, the Stockholders desire to have, and SystemSoft is willing to
grant to the Stockholders, certain rights to have shares of Common Stock issued
to the Stockholders in the Merger registered for resale to the public on the
terms and subject, with respect to Major Stockholders (as defined in the
Participation Agreement, of even date herewith, by and among SystemSoft, Radish
and the other parties named therein), to certain restrictions set forth in this
Agreement;
NOW, THEREFORE, in consideration of these premises and the mutual
agreements, provisions and covenants contained in this Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, SystemSoft and the Stockholders agree as follows:
ARTICLE I
DEFINITIONS AND EFFECTIVENESS
1.1 Common Definitions. Unless otherwise defined in this Agreement,
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capitalized terms used in this Agreement that are defined in the Merger
Agreement shall have the meanings assigned to them in the Merger Agreement, and
the rules of construction and documentary conventions set forth in the Merger
Agreement shall apply to this Agreement.
1.2 Certain Definitions. For purposes of this Agreement, the
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following terms shall have the meanings set forth below:
"Black-out Period" shall mean with respect to SystemSoft that period
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commencing on the first day of each of February, May, August and November of any
year and ending two business days after the public announcement (by filing with
the Commission or press release) by SystemSoft of its earnings for its fiscal
year or quarter, as the case may be, but in no event later than two days after
the time such financial information would be required to be filed by SystemSoft
with the Commission pursuant to federal securities laws.
"Potential Material Event" shall mean any of the following: (a) the
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possession by SystemSoft of material information not ripe for disclosure in a
registration statement, which shall be
evidenced by determinations in good faith by the Board of Directors of
SystemSoft that disclosure of such information in the registration statement
would be detrimental to the business and affairs of SystemSoft; or (b) any
material engagement or activity by SystemSoft which would, in the good faith
determination of the Board of Directors of SystemSoft, be adversely affected by
disclosure in a registration statement at such time, which determination shall
be accompanied by a good faith determination by the Board of Directors of
SystemSoft that the registration statement would be materially misleading absent
the inclusion of such information.
"Registration Expenses" means the expenses incurred by SystemSoft in
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complying with Section 2.1 hereof, including registration and filing fees,
securities exchange or market listing fees, printing expenses, fees and
disbursements of counsel for SystemSoft and one counsel representing the
Stockholders and any other stockholders of SystemSoft that are selling shares of
Common Stock in such registration, state Blue Sky fees and expenses, and the
expense of any special audits incident to or required by any such registration,
but excluding any underwriting commissions and discounts and selling concessions
and any stock transfer Taxes.
"Registrable Shares" means any (i) shares of Common Stock received by
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the Stockholders of Radish pursuant to the Merger (including the shares to be
placed into escrow as contemplated by the Merger Agreement) and any additional
unregistered shares received by the Stockholders, during the period for which
the effectiveness of the registration statement is required to be maintained
pursuant to Article II, as a stock dividend on the Registrable Shares, or
pursuant to a stock split or similar recapitalization of SystemSoft's Common
Stock, (ii) shares of Common Stock issued to Packard ▇▇▇▇ NEC, Inc. upon
exercise of that certain Common Stock Purchase Warrant issued by SystemSoft as
of the date hereof and (iii) any unregistered shares of Common Stock purchased
from SystemSoft by certain of the Stockholders within 60 days hereof; provided,
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however, that Registrable Shares shall not include any such shares of Common
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Stock that as of the date of the determination (x) have previously been sold,
transferred or assigned by a Stockholder (other than distributions of such
shares by a Stockholder that is a partnership to its partners) or (y) may be
sold either without limitation pursuant to Rule 144(k) under the Securities Act
of 1933, as amended (the "Securities Act") or within the volume limitations of
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Rule 144 under the Securities Act.
"Transfer" means any offer to sell, sale, assignment, pledge,
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transfer, contract to sell, grant of any option or other right to purchase,
grant of any ownership interest, or other disposition or change of legal, record
or beneficial ownership, whether direct or indirect, voluntary or involuntary.
1.3 Additional Definitions. Each of the following terms is defined
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in the Section set forth opposite such term:
Term Section
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Agreement Recitals
SystemSoft Recitals
Common Stock Recitals
Company Recitals
Radish Recitals
Indemnified Party 2.4
Indemnifying Party 2.4
Merger Recitals
Merger Agreement Recitals
Resale Registration Statement 2.1
Securities Act 1.2
Stockholders Recitals
1.4 Effectiveness. This Agreement shall become effective as of the
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Effective Time.
ARTICLE II
REGISTRATION RIGHTS
2.1 Resale Registration Statement. (a) Promptly but not later than
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fifteen (15) days after the Effective Time, SystemSoft shall file a registration
statement (the "Resale Registration Statement") on Form S-3 registering the
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Registrable Shares under the Securities Act and shall use all reasonable efforts
to cause the Resale Registration Statement to become effective as expeditiously
as possible and to remain effective until the second anniversary of the
Effective Time. Notwithstanding the foregoing, during any SystemSoft Black Out
Period, and, if at any time or from time to time after the date of effectiveness
of the Resale Registration Statement, SystemSoft notifies the Major Stockholders
in writing of the existence of a Potential Material Event, the Major
Stockholders and any transferee of a Major Stockholder, shall not offer or sell
any Registrable Shares, or engage in any other transaction involving or relating
to the Registrable Shares, until the Black-out Period has expired or from the
time of the giving of notice with respect to a Potential Material Event until
such Major Stockholder or any transferee of a Major Stockholder receives written
notice from SystemSoft that such Potential Material Event either has been
disclosed to the public or no longer constitutes a Potential Material Event;
provided, however, that SystemSoft may not so suspend the right to such holders
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of Registrable Shares for more than 90 days in the aggregate during any 12-month
period during the period the Resale Registration Statement is required to be in
effect.
(b) During the period that any registration of Registrable Shares
pursuant to this Section 2.1 is effective, no Major Stockholder shall Transfer
more than 50% of the shares of Common Stock received by such Major Stockholder
in the Merger during any fiscal quarter without the prior written consent of
SystemSoft (which consent may be withheld in SystemSoft's reasonable
discretion). Any Major Stockholder may request that SystemSoft permit such
Major Stockholder to sell Registrable Shares in excess of the limits set forth
in the immediately preceding sentence, and SystemSoft may withhold such
permission in its reasonable discretion. If SystemSoft consents to a Major
Stockholder selling shares of Common Stock in excess of the limits set forth in
the immediately preceding sentence, SystemSoft shall not be obligated to provide
consent to any other Major Stockholder or to notify any other Major Stockholder
that such consent has been granted.
2.2 Indemnification of Stockholders. SystemSoft shall indemnify and hold
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harmless each Stockholder and each underwriter of the Registrable Shares
(including their officers, directors, affiliates and partners) so registered
(including any broker or dealer through whom such shares may be sold) and each
person, if any, who controls a Stockholder or any such underwriter within the
meaning of Section 15 of the Securities Act from and against any and all losses,
claims, damages, expenses or liabilities, joint or several, to which they or any
of them become subject under the Securities Act, applicable state securities
laws or under any other statute or at common law or otherwise, as incurred, and,
except as hereinafter provided, shall reimburse each Stockholder, each such
underwriter and each such controlling person, if any, for any legal or other
expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions whether or not resulting in any
liability,
as incurred, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Resale Registration Statement or
in the final prospectus (or the Resale Registration Statement or prospectus as
from time to time amended or supplemented by SystemSoft) or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, or any violation by SystemSoft of any rule or regulation
promulgated under the Securities Act or any state securities law applicable to
SystemSoft and relating to action or inaction required of SystemSoft in
connection with such registration, unless (i) such untrue statement or alleged
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untrue statement or omission or alleged omission was made in the Resale
Registration Statement or final prospectus in reliance upon and in conformity
with information furnished in writing to SystemSoft in connection therewith by
any such Stockholder (in the case of indemnification of such Stockholder), any
such underwriter (in the case of indemnification of such underwriter) or any
such controlling person (in the case of indemnification of such controlling
person) expressly for use therein, or (ii) in the case of a sale directly by any
such Stockholder (including a sale of shares through any underwriter retained by
such Stockholder to engage in a distribution solely on behalf of such
Stockholder), such untrue statement or alleged untrue statement or omission or
alleged omission was contained in a final prospectus and corrected in an amended
prospectus copies of which were delivered to such Stockholder or such
underwriter on a timely basis, and such Stockholder or such underwriter failed
to deliver a copy of the amended prospectus at or prior to the confirmation of
the sale of the Registrable Shares to the person asserting any such loss, claim,
damage or liability in any case where such delivery is required by the
Securities Act.
2.3 Indemnification of SystemSoft. Each Stockholder shall indemnify and
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hold harmless SystemSoft, each of its directors, each of its officers who have
signed or otherwise participated in the preparation of the registration
statement, each underwriter of the Registrable Shares so registered (including
any broker or dealer through whom such of the shares may be sold) and each
person, if any, who controls SystemSoft within the meaning of Section 15 of the
Securities Act from and against any and all losses, claims, damages, expenses or
liabilities, joint or several, to which they or any of them may become subject
under the Securities Act, applicable state securities laws or under any other
statute or at common law or otherwise, and, except as hereinafter provided,
shall reimburse SystemSoft and each such director, officer, underwriter or
controlling person for any legal or other expenses reasonably incurred by them
or any of them in connection with investigating or defending any actions whether
or not resulting in any liability, insofar as such losses, claims, damages,
expenses, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement or in the final prospectus (or in the registration
statement or prospectus as from time to time amended or supplemented) or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, but only insofar as any such statement or
omission was made in reliance upon and in conformity with information furnished
in writing to SystemSoft in connection therewith by such Stockholder expressly
for use therein. Notwithstanding any of the foregoing to the contrary, in no
event shall the liability of any Stockholder for indemnification under this
Section 2.3 exceed the lesser of (i) that percentage of the total amount of such
losses, claims, damages or liabilities indemnified against which equals the
percentage obtained by dividing the total number of Registrable Shares sold by
such Stockholder pursuant to the Resale Registration Statement by the total
number of Registrable Shares sold pursuant to the Resale Registration Statement,
or (ii) the proceeds received by such Stockholder from the resale of its
Registrable Shares.
2.4 Indemnification Procedures. (a) Promptly after receipt by any person
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entitled to indemnification under Sections 2.2 or 2.3 (an "Indemnified Party")
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of notice of the commencement of
any action in respect of which indemnity may be sought against any person under
Sections 2.2 or 2.3 (an "Indemnifying Party"), such Indemnified Party shall
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notify all Indemnifying Parties in writing of the commencement thereof
(provided, however, that failure to so notify an Indemnifying Party shall not
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relieve any Indemnifying Party from any liability it may have hereunder except
to the extent that the Indemnifying Party who did not receive such notice shall
have been materially prejudiced by such failure) and, subject to the provisions
hereinafter stated, the Indemnifying Party shall be entitled to assume the
defense of such action (including the employment of counsel, who shall be
counsel reasonably satisfactory to such Indemnified Party), and the payment of
expenses insofar as such action shall relate to any alleged liability in respect
of which indemnity may be sought against the Indemnifying Party.
(b) The Indemnified Party shall have the right to employ separate
counsel and assume its own legal defense in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel subsequent to
any assumption of the defense by the Indemnifying Party shall not be at the
expense of the Indemnifying Party unless the employment of such counsel has been
specifically authorized in writing by the Indemnifying Party. The Indemnifying
Party shall not be liable to indemnify any Indemnified Party for any settlement
of any such action effected without the Indemnifying Party's written consent.
SystemSoft shall not, except with the approval of each party being indemnified
under this Agreement, 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 the parties being so indemnified of a release from
all liability in respect to such claim or litigation.
2.5 Contribution. In order to provide for just and equitable contribution
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to joint liability under the Securities Act in any case in which any Indemnified
Party exercising rights under this Agreement, or any controlling person of any
such Indemnified Party, makes a claim for indemnification pursuant to Section
2.2 or 2.3 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Agreement provides for
indemnification in such case, then the Indemnifying Party and such Indemnified
Party will contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after contribution from others) in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party on the one hand and of the Indemnified
Party on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Indemnifying Party on the one hand and of the Indemnified Party on the other,
and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however,
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that, in any such case, no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
2.6 Exchange Act Registration. As long as SystemSoft is subject to the
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reporting requirements of either Section 13 or Section 15(d) of the Exchange
Act, SystemSoft will use its reasonable efforts to timely file with the
Commission such information as the Commission may require under either Section
13 or Section 15(d) of the Exchange Act; and in such event, SystemSoft shall use
its reasonable efforts to take all action as may be required as a condition to
the availability of Rule 144 under the Securities Act (or any successor
exemptive rule hereafter in effect) with respect to the Registrable Shares.
SystemSoft shall furnish to the Stockholders forthwith upon request (i) a
written
statement by SystemSoft as to its compliance with the reporting requirements of
Rule 144, (ii) a copy of the most recent annual or quarterly report of
SystemSoft as filed with the Commission, and (iii) such other reports and
documents as a Stockholder may reasonably request in availing itself of any rule
or regulation of the Commission allowing such Stockholder to sell any such
Registrable Shares pursuant to Rule 144 without registration. SystemSoft shall
use its reasonable efforts to facilitate and expedite transfers of the
Registrable Shares pursuant to Rule 144 under the Securities Act, which efforts
shall include prompt notice to its transfer agent to expedite such transfers of
Registrable Shares.
2.7 Further Obligations of SystemSoft. SystemSoft shall also do the
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following:
(a) Notify the Stockholders Representative promptly upon the
effectiveness of the Resale Registration Statement. Furnish to each Stockholder
such copies of each preliminary and final prospectus and such other documents as
such Stockholder may reasonably request to facilitate the public offering of its
Registrable Shares;
(b) Use its reasonable efforts to register or qualify the shares
covered by said registration statement under the applicable securities or Blue
Sky laws of such jurisdictions as any selling Stockholder may reasonably
request; provided, however, that SystemSoft shall not be obligated to qualify to
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do business in any jurisdictions where it is not then so qualified or to take
any action which would subject it to the service of process in suits other than
those arising out of the offer or sale of the securities covered by the
registration statement in any jurisdiction where it is not then so subject; and
(c) Furnish, upon request, to each selling Stockholder a copy of all
documents filed with and all correspondence from or to the Commission in
connection with any such offering of the Registrable Shares.
2.8 Further Obligations of Stockholders. In connection with any
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registration pursuant to this Agreement in which Registrable Shares held by a
Stockholder are to be registered, such Stockholder shall furnish to SystemSoft
in writing such information with respect to such Stockholder and the
distribution proposed by such Stockholder as SystemSoft reasonably requests for
use in connection with any such registration statement or prospectus or
otherwise as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
2.9 Allocation of Expenses. SystemSoft shall pay all of the Registration
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Expenses incurred by SystemSoft in complying with Section 2.1 of this Agreement.
In no event shall SystemSoft have any obligation to pay or otherwise bear any
portion of the underwriters' commissions or discounts and selling concessions or
stock transfer Taxes attributable to the Registrable Shares being offered and
sold by any of the Stockholders.
2.10 Selection of Broker. The Registrable Shares registered pursuant to
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this Agreement shall be sold by the selling Stockholders through one broker or
dealer selected by SystemSoft at the time of such registration.
2.11 "Lock-Up" Agreement. If SystemSoft proposes to offer for sale to the
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public any of its equity securities, and (i) if such Stockholder is an
"affiliate" of SystemSoft or otherwise holds beneficially or of record ten
percent (10%) or more of the outstanding equity securities of SystemSoft, (ii)
if requested by SystemSoft and an underwriter of shares of Common Stock or other
securities of SystemSoft and (iii) if all other "affiliates" and 10%
stockholders similarly situated are requested by SystemSoft and such underwriter
to sign a lock-up agreement (as described below), then such
Stockholder shall not offer, sell, grant any option or right to buy or sell, or
otherwise transfer or dispose of in any manner any Common Stock or other
securities of SystemSoft held by it during the 90-day period following the
effective date of the registration statement of SystemSoft filed under the
Securities Act and will sign a "lock-up agreement" to such effect. Such
agreement shall be in writing and in form and substance reasonably satisfactory
to SystemSoft and such underwriter and pursuant to customary and prevailing
terms and conditions. SystemSoft may impose stop-transfer instructions with
respect to the securities subject to the foregoing restrictions until the end of
such 90-day period.
2.12 Sale or Transfer of Shares. (a) The Registrable Shares shall not be
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sold or transferred unless either (i) they shall have been registered under the
Securities Act, or (ii) SystemSoft shall have been furnished with an opinion of
legal counsel, reasonably satisfactory to SystemSoft, to the effect that such
sale or transfer is exempt from the registration requirements of the Securities
Act.
(b) Each certificate representing Registrable Shares shall bear a
legend substantially in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH
SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO BLACK IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION
IS NOT REQUIRED.
2.13 Nontransferability. The registration rights granted in this Agreement
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may not be assigned or transferred in connection with a sale of Registrable
Shares or otherwise; provided, however, that a Stockholder that is a partnership
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may transfer such rights to its partners in connection with a distribution of
Registrable Shares to its partners, as long as prior to such distribution such
Stockholder (i) notifies SystemSoft of such distribution in writing, identifying
the name and address of each of its partners to whom Registrable Shares are to
be distributed, the number of shares to be distributed to each partner and the
date of such distribution and (ii) provides to SystemSoft an agreement in
writing (in form and substance reasonably satisfactory to SystemSoft) evidencing
that each of its partners to whom Registrable Shares are to be distributed
agrees to be bound by the terms and conditions of this Agreement.
ARTICLE III
MISCELLANEOUS
3.1 Termination. This Agreement shall only be terminated and the
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transactions contemplated hereby abandoned prior to the Closing at such time as
the Merger Agreement shall have been terminated pursuant to Article VIII
thereof. SystemSoft's obligations under Section 2.1 and 2.3 shall expire on the
second anniversary of the Effective Time.
3.2 Law Governing. This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
3.3 Counterparts. This Agreement may be executed simultaneously in one or
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more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument. Any holder of
Registrable Shares (other than the Major Stockholders) may, after the date
hereof, become a "Stockholder" for all purposes hereunder upon execution of a
counterpart to this Registration Rights Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties on the date first above written.
SYSTEMSOFT CORPORATION
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Finance & CFO
STOCKHOLDERS:
THE HILL PARTNERSHIP III
By: ▇▇▇▇, ▇▇▇▇▇▇ Ventures,,
A limited partnership,
Its General Partner
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Its General Partner
Address:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FRONTENAC VENTURE V
LIMITED PARTNERSHIP
By: Frontenac Company,
Its General Partner
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Its:
Address:
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
STF II, L.P.
By:/s/ ▇▇▇ ▇▇▇▇▇▇
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Its:Investment Manager
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
AMERITECH DEVELOPMENT
CORPORATION
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Its:Vice President and Managing Director
Address:
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CROSSOVER FUND II, L.P.
By: Crossover Investment Management,
L.L.C., Its General Partner
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Managing Member
Address:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CROSSOVER FUND IIA, L.P.
By: Crossover Investment Management,
L.L.C., Its General Partner
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Managing Member
Address:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SEA ISLAND VENTURES, LLC
By:/s/ ▇▇▇ ▇▇▇▇▇▇
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Its:General Manager
Address:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
OMEGA VENTURES II CAYMAN, L.P.
By: Omega Ventures II Management,
L.L.C., Its Investment General Partner
By:/s/ ▇▇ ▇▇▇▇▇▇▇
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Its: Managing Director
Address:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
BAYVIEW INVESTORS, LTD.
By: ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company
Private Equity Group, L.L.C.,
Its General Partner
By:/s/ ▇▇ ▇▇▇▇▇▇▇
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Its: Authorized Signatory
Address:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INTEL CORPORATION
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its:Assistant Treasurer
Address:
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▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
OMEGA VENTURES II, L.P.
By: Omega Ventures II Management,
L.L.C., Its General Partner
By:/s/ ▇▇ ▇▇▇▇▇▇▇
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Its: Managing Director
Address:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RS & CO. IV, L.P.
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Venture
Capital, L.L.C., Its General Partner
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Its: Authorized Signatory
Address:
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Address:
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PACKARD ▇▇▇▇ NEC, INC.
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Its:Vice President
Address:
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PHOENIX LEASING INCORPORATED
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Its:Vice President
Address:
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Address:
c/o Multi-Sorb Technologies
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/s/ ▇▇▇▇▇▇ ▇. Washing
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▇▇▇▇▇▇ ▇. Washing
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Trustee of Cohig & Company
Employees Retirement Plan
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Plastic Tooling Aids Development Corp.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, V.P.
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