STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of August 11, 2000 by and
between ION NETWORKS, INC., a Delaware corporation having its principal offices
at 1551 S. Washington Avenue, Piscataway, New Jersey 08854 (the "Company"), and
each of the parties set forth on the schedule (the "Schedule") attached hereto
(collectively, the "Buyers").
W I T N E S S E T H:
--------------------
WHEREAS, the Company desires to issue and sell to the Buyers
shares of common stock, par value $.001 per share, of the Company (the "Common
Stock"); and
WHEREAS, the Buyers desire to purchase Two Million Eight
Hundred Fifty Seven Thousand One Hundred and Fourty Two (2,857,142) shares of
Common Stock (the "Shares") in accordance with the allocation set forth in the
Schedule.
NOW THEREFORE, in consideration of the promises and mutual
covenants, agreements, representations and warranties herein contained, the
parties hereto agree as follows:
1. Sale and Purchase of Shares. Subject to the terms and
conditions of this Agreement, the Company hereby sells, assigns, transfers and
delivers to the Buyers, and each of the Buyers hereby purchases from the
Company, for and in consideration of the Purchase Price (as hereinafter
defined), the Shares in accordance with the allocation set forth on the
Schedule. The obligation of each Buyer is limited to the obligation to purchase
the number of shares set forth next to such Buyer's name on the Schedule.
2. Purchase Price and Payment.
2.1. Subject to the terms and conditions of this Agreement,
the purchase price to be paid by the Buyers to the Company for and in
consideration of the sale to the Buyers of the Shares is an amount equal to
$5,000,000 (the "Purchase Price").
2.2. The Purchase Price shall be paid by the Buyers to the
Company at the Closing (as hereinafter defined) by wire transfer of immediately
available funds to an account designated by the Company to the Buyers.
3. Closing.
3.1. The sale and purchase of the Shares shall take place at
the offices of the Company within five (5) business days from the date hereof or
on such other date or at such other location as the parties hereto shall
mutually agree upon (hereinafter referred to as the "Closing" or the "Closing
Date").
3.2. At the Closing, the Company shall:
<PAGE>
(a) sell, transfer, assign and deliver to the Buyers
the Shares;
(b) deliver to each of Zesiger Capital Group LLC (as
representative of each of the Buyers for whom it holds power of attorney), Mr.
David Greenhouse (as representative of each of the Special Situation Funds
listed in the Schedule) (together with Zesiger Capital Group LLC, the
"Representatives"), and 21st Century Digital Industries Fund, L.P. ("21st
Century") (i) copies of the certificate of incorporation, as amended, and the
by-laws of the Company, each as certified by a duly authorized officer of the
Company, (ii) resolutions or minutes of the board of directors of the Company
authorizing this Agreement and the transactions contemplated hereby, as
certified by a duly authorized officer of the Company, (iii) a certificate of
good standing of the Company from the Secretary of State of the State of
Delaware bearing a recent date thereof and (iv) certificates representing the
Shares in the respective names of the Buyers (or their respective nominees as
indicated on the Schedule) and (v) a certificate of the Company executed by a
duly authorized officer of the Company, dated as of the Closing Date, certifying
that the representations and warranties made by the Company in Section 6 hereof
are true and correct as of the Closing Date, and (vi) an opinion of Parker
Chapin LLP, counsel to the Company, addressed to the Buyers with respect to the
valid existence and good standing of the Company, the due authorization,
execution and delivery of this Agreement and the issuance and sale of the
Shares, and that the Shares, upon issuance and sale to the Buyers, are duly
authorized, validly issued, fully paid and nonassessable.
4. Registration of Shares.
4.1. The Company shall use its best efforts to (i) file a
registration statement (the "Registration Statement"), within sixty (60) days of
the Closing Date, on Form S-3 or other applicable form, registering for resale
the Shares and (ii) cause the Registration Statement to be declared effective
under the Securities Act of 1933, as amended (the "Act") as soon thereafter as
reasonably practicable. The Company promptly shall provide Buyers with such
copies of the final Prospectus contained in the Registration Statement after it
becomes effective as they shall reasonably request. In addition, the Company
shall (a) use its best efforts to keep the Registration Statement effective for
a period ending on the earlier of (x) two (2) years from its effective date or
(y) when all such Shares can be sold without limitation or delay under Rule 144
and (b) file all reports and forms required to be filed by it under the
Securities Exchange Act of 1934, as amended ("Reports") on a timely basis so
long as Buyers own any Shares and shall provide the Representatives and 21st
Century copies thereof when filed.
4.2. Notwithstanding anything contained herein to the
contrary, the Company shall be entitled to postpone the filing of the
Registration Statement otherwise required to be prepared and filed by it in
accordance with Section 4.1 or, in the event the Registration Statement has been
declared effective, without suspending such effectiveness, instruct the Buyers
promptly in writing (or any subsequent holders thereof) not to sell or
distribute any Shares (a "Delay") as long as the reason for non-disclosure
continues, if the Company would be required to disclose in
<PAGE>
the Registration Statement the existence of any fact relating to a material
business situation, transaction or negotiation, or would be required to disclose
information that the Company has not otherwise made public, in each case, that
the Company reasonably determines is in the best interests of the Company not to
disclose at such time, and unless and until the holders furnish to the Company
in writing information that may be required to prepare the disclosure required
by Items 507 and 508 of Regulation S-B promulgated under the Act, with respect
to such Buyer's Shares being sold under the Registration Statement provided
that, with respect to Delays because of information related to the Company
(rather than disclosure required to be provided by the holders), the Company
shall only be entitled to a maximum of three (3) Delays, each Delay not to
exceed a period of thirty (30) days; and further provided, that no period of
Delay shall commence within 60 days of a previous Delay.
4.3. Each of the Buyers shall (i) reasonably cooperate with
the Company in connection with the preparation and filing of the Registration
Statement and execute and deliver any agreements or instruments reasonably
requested by the Company or its counsel in connection therewith and (ii) upon
discovery that, or upon the happening of any event as a result of which, the
Registration Statement (or any prospectus included therein), as then in effect,
includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, in the light of the circumstances under which they were made (as
determined by the Company or its counsel in its sole discretion), forthwith
discontinue its disposition of Shares pursuant to the Registration Statement,
until such time as the Buyers (or any holders) have received a supplemented or
amended prospectus from the Company relating thereto. The Company agrees to use
its best efforts to prepare any necessary amendments or supplements to the
Registration Statement as soon as reasonably practicable after the same becomes
necessary and to provide to the Representatives and/or Buyers quantities of such
amendments or supplements reasonably sufficient for the distribution thereof.
4.4. The Company shall indemnify and hold harmless each of the
Buyers, the Representatives and their respective officers, directors, employees,
members, agents, affiliates and control persons (each of the foregoing, a "Buyer
Indemnitee") who is or may be a party or is or may be threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of or arising
from any actual or alleged misrepresentation or misstatement of facts or
omission to represent or state any fact or omission to state a fact necessary to
make the facts stated under the circumstances not materially misleading, in the
Registration Statement or any amendment or supplement thereto or to the
prospectus incorporated therein from and against any claim, losses, liabilities,
costs and expenses (including attorney's fees, judgments, fines and amounts paid
in settlement) ("Loss") actually and reasonably incurred by any such Buyer
Indemnitee in connection with such claim, action, suit or proceeding or the
defense thereof, except to the extent such Loss is the direct result of a
misstatement or omission for which such Buyer Indemnitee is liable to the
Company under Section 5.10; provided, however, that the indemnification
contained in this Section 4.4 with respect to any preliminary prospectus shall
not inure to the benefit of any Buyer Indemnitee
-3-
<PAGE>
on account of any such Loss arising from the sale of the Shares by such Buyer
Indemnitee to any person if a copy of the definitive prospectus shall not have
been delivered or sent to such person within the time required by the Act and
the regulations thereunder, and an untrue statement or alleged untrue statement
or omission or alleged omission of a material fact contained in such preliminary
prospectus was corrected in the definitive prospectus.
5. Representations and Warranties of the Buyers. Each of the
Buyers represents, warrants and covenants to the Company as to himself, herself
or itself, as follows:
5.1. The decision to purchase the Shares and the execution and
delivery of this Agreement by each of the Buyers, the performance by the Buyers
of their respective obligations hereunder and the consummation by the Buyers of
the transactions contemplated hereby have been duly authorized and no other
proceedings on the part of the Buyers are necessary. The person(s) executing
this Agreement on behalf of the Buyers have all right, power and authority to
execute and deliver this Agreement on behalf of the Buyers. This Agreement has
been duly executed and delivered by the Buyers and, assuming the due
authorization, execution and delivery hereof by the Company, will constitute the
legal, valid and binding obligations of each of the Buyers, enforceable against
each of the Buyers in accordance with its terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the rights of creditors generally and the
availability of equitable remedies.
5.2. The execution and delivery of this Agreement and the
agreements and documents contemplated hereby by the Buyers and the consummation
of the transactions contemplated hereby do not and will not (a) with or without
the giving of notice or the passage of time or both, violate, conflict with,
result in the breach or termination of, constitute a default under, or result in
the right to accelerate or loss of rights under or the creation of any lien,
encumbrance or charge upon any assets or property of any of the Buyers, pursuant
to the terms or provisions of any contract, agreement, commitment, indenture,
mortgage, deed of trust, pledge, security agreement, note, lease, license,
covenant, understanding or other instrument or obligation to which any of the
Buyers is a party or by which any of the Buyers' properties or assets may be
bound or affected, or (b) violate any order, writ, injunction, judgment or
decree of any court, administrative agency or governmental body binding upon any
of the Buyers.
5.3. Each of the Buyers is aware of what constitutes an
Accredited Investor as that term is defined under Regulation D promulgated under
the Act (an "Accredited Investor"), and under the laws, if any, of each state
governing the Buyers, and each of the Buyers is an Accredited Investor for
purposes of Regulation D and the laws, if any, of the state governing the
Buyers. Each of the Buyers is able to bear the economic risks of this investment
and, consequently, without limiting the generality of the foregoing, is able to
hold the Shares for an indefinite period of time and has a sufficient net worth
to sustain a loss of its entire investment in the Company in the event such loss
should occur.
-4-
<PAGE>
5.4. Each of the Buyers acknowledges that it is a
sophisticated investor, has such knowledge and experience in financial and
business matters in general and, when applicable, through its investment adviser
or the Representatives, has full familiarity with the current business and
future business prospects of the Company and the financial and other affairs of
the Company and acknowledges that it has had access to and has received
sufficient written and oral information about the Company, including any and all
such information requested by the Buyers and including copies of all of the
publicly available information prepared by the Company in order to make an
informed decision as to the acquisition of the Shares by the Buyers, including
without limitation, the Annual Report of the Company on Form 10-KSB for the
fiscal year ended March 31, 2000. In addition, each of the Buyers acknowledges
that it has had access to the officers, directors and employees of the Company
to discuss the business, affairs and prospects of the Company and has had the
opportunity to obtain additional information necessary to evaluate the merits
and the risks of engaging in the transactions contemplated by this Agreement.
Each of the Buyers, either alone or, when applicable, through its investment
adviser or the Representatives, has reached an independent decision with respect
to the advisability of the sale of the Shares and, in arriving at its decision,
has considered both the value of the Shares as well as the present condition and
future prospects of the Company.
5.5. Each of the Buyers is acquiring the Shares for its own
account for investment and not with a view to or for resale in connection with
any distribution of the Shares. It has not offered or sold any portion of the
Shares and has no present intention of dividing the Shares with others or of
selling, distributing or otherwise disposing of any portion of the Shares either
currently or after the passage of a fixed or determinable period of time or upon
the occurrence or non-occurrence of any predetermined event or circumstance.
5.6. Each of the Buyers understands that the sale of the
Shares has not been registered under the Act in reliance upon an exemption
therefrom for non-public or limited offerings. Each of the Buyers understands
that the Shares must be held indefinitely unless the sale or other transfer
thereof is subsequently registered under the Act or an exemption from such
registration is available at that time.
5.7. No Buyer (i) is a "broker-dealer" or an "affiliate" of a
broker-dealer as such terms are defined under the Act or (ii) is acting in
concert with any other Buyer in connection with the transactions contemplated
hereby.
5.8. Any obligation or liability for taxes (state, federal or
otherwise) incurred by any of the Buyers in connection with this Agreement or
the transactions contemplated hereby shall be the responsibility of and be paid
for by the Buyers.
5.9. Each of the Buyers acknowledges that it has been advised
to consult with its own attorney regarding legal matters concerning the Company
and to consult with its tax advisor regarding the tax consequences of acquiring
the Shares.
-5-
<PAGE>
5.10. Each of the Buyers agrees to indemnify and hold harmless
the Company and each officer, director, employee, agent or control person of the
Company, who is or may be a party or is or may be threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to the extent by reason of or
arising from any misrepresentation or misstatement of material facts or omission
to state material facts necessary to make the facts stated, under the
circumstances, not materially misleading, made or omitted by such Buyer to the
Company in a writing provided to the Company expressly for the purpose of
inclusion in the Registration Statement or any amendment thereto, against
losses, liabilities and expenses for which the Company, or any officer, director
or control person of the Company has not otherwise been reimbursed (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred by the Company or such officer, director or control person
in connection with such action, suit or proceeding.
5.11. The power of attorney executed and delivered to Zesiger
Capital Group LLC by each of the Buyers it represents, a copy of which powers of
attorney have been provided to the Company, is in full force and effect.
5.12. None of the Buyers has employed any broker or incurred
any liability for any brokerage fees in connection with the transactions
contemplated hereby.
5.13. Certificates for the Shares shall contain a restrictive
legend substantially in the following form:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE
DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION REQUIREMENTS.
6. Representations and Warranties of the Company. The Company
represents and warrants to each of the Buyers as follows:
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<PAGE>
6.1. The Company has the authority to execute and deliver this
Agreement and perform all of its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement and the agreements and
documents contemplated hereby are valid and legally binding obligations of the
Company, enforceable against it in accordance with their respective terms,
except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of
creditors generally and the availability of equitable remedies
6.2. The execution and delivery of this Agreement and the
agreements and documents contemplated hereby by the Company and the consummation
of the transactions contemplated hereby do not and will not (a) with or without
the giving of notice or the passage of time or both, violate, conflict with,
result in the breach or termination of, constitute a default under, or result in
the right to accelerate or loss of rights under or the creation of any lien,
encumbrance or charge upon any assets or property of the Company, pursuant to
the terms or provisions of any contract, agreement, commitment, indenture,
mortgage, deed of trust, pledge, security agreement, note, lease, license,
covenant, understanding or other instrument or obligation to which the Company
is a party or by which the Company's properties or assets may be bound or
affected, or (b) violate any order, writ, injunction, judgment or decree of any
court, administrative agency or governmental body binding upon the Company.
6.3. The Shares, when issued and delivered to the Buyers in
accordance with the terms of this Agreement, shall be duly authorized, validly
issued, fully-paid and nonassessable.
6.4. The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par
value $.001 per share ("Preferred Stock"). As of the date hereof, 15,198,416
shares of Common Stock and no shares of Preferred Stock were issued and
outstanding. No shares of the Company's capital stock will be issued from the
date hereof and until the Closing Date, except for shares issued pursuant to the
exercise of options or warrants outstanding as of the date hereof, and the
shares being issued pursuant to this agreement. The Company has not granted or
issued any rights, options or warrants to acquire, or securities convertible
into or exchangeable for any Common Stock or other capital stock of the Company
or rights or agreements with respect to any thereof (all of the foregoing,
collectively, the "Rights"), except for those Rights disclosed in the annual
report on Form 10-KSB/A filed by the Company for the fiscal year ended March 31,
2000, and except for certain preemptive rights granted to certain investors
pursuant to that certain Stock Purchase Agreement, dated May 10, 1993, between
the Company and the investors identified therein.
6.5. The Company has timely filed all Reports within the last
two (2) years, and to the Company's knowledge, all such Reports (i) were
prepared substantially in accordance with the Act and the rules and regulations
thereunder and (ii) did not, at the time they were filed, contain any untrue
statement of a material fact or omit to state a material fact required to be
-7-
<PAGE>
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
6.6. Each of the Company's audited financial statements for
the last two (2) fiscal years (including any notes thereto) and all unaudited
financial statements delivered to the Buyers or the Representatives were
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout such periods and fairly present the financial
position of the Company on the dates and for the periods referred to therein.
6.7. The Company presently intends to utilize the proceeds
from the sale of the Shares contemplated by this Agreement for general corporate
and working capital purposes.
6.8. No sales of Common Stock or other securities by the
Company within the last six (6) months would require integration under the Act
and Regulation D promulgated thereunder or would materially adversely affect the
sale of the Shares or the timely effectiveness of the Registration Statement
referred in Section 4.1.
7. Survival of Representations, Warranties, Covenants and
Agreements. The parties covenant and agree that their respective
representations, warranties, covenants and agreements contained in this
Agreement shall survive the execution and delivery of this Agreement.
8. Notices. All notices and other communications which are
required or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given if delivered in person or sent by registered or
certified mail, return receipt requested, postage prepaid, or delivered via
facsimile to the parties hereto at the following addresses:
If to the Company: Ion Networks, Inc.
1551 S. Washington Avenue
Piscataway, New Jersey 08854
Attention: Mr. Stephen B. Gray
Facsimile No.: (732) 529-0115
If to the Buyers: c/o Zesiger Capital Group LLC
320 Park Avenue
New York, New York 10022
Attention: Mr. Albert Zesiger
Facsimile No.: (212) 508-6399
c/o Special Situations Private Equity Fund, L.P.
153 East 53rd Street, 55th Floor
New York, New York 10022
Attention: Mr. David Greenhouse
-8-
<PAGE>
Facsimile No .: (212) 207-6515
c/o 21st Century Digital Industries Fund, L.P.
960 Pines Lake Drive West
Wayne, New Jersey 07470
Attention: Mr. Richard Stewart
Facsimile No.: (973) 839-2185
or to such other address as any party hereto shall have specified by notice in
writing to the other party hereto. All such notices and communications shall be
deemed to have been received on the date of delivery thereof or the fifth
business day after the mailing thereof.
9. Expenses. Each of the parties hereto shall pay the fees and
expenses of its counsel, accountants and other experts and all other expenses
incurred by such party incident to the negotiation, preparation and execution of
this Agreement.
10. Miscellaneous.
10.1. Partial Invalidity. If it is found in a final judgment
of a court of competent jurisdiction (not subject to a further appeal) that any
term or provision of this Agreement is invalid or unenforceable, (a) the
remaining terms and provisions of this Agreement shall be unimpaired and shall
remain in full force and effect and (b) the invalid or unenforceable provision
or term of this Agreement shall be enforced to the greatest extent enforceable.
10.2. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument. This Agreement may
be executed via facsimile.
10.3. Successors and Assigns. The benefits of this Agreement
shall inure to the parties hereto, their respective successors and assigns and
to the indemnified parties hereunder and their successors and representatives,
and the obligations and liabilities assumed in this Agreement by the parties
hereto shall be binding upon their respective successors and assigns.
10.4. Governing Law. This Agreement and the legal relations
between the parties hereto shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York without giving effect to
principles of conflicts or choice of law thereof.
10.5. Headings. Headings of the Sections in this Agreement are
for reference purposes only and shall not be deemed to have any substantive
effect.
10.6. Entire Agreement; Amendments. This Agreement and any
documents contemplated hereby contain, and are intended as, a complete statement
of all the terms of the arrangements between the parties with respect to the
matters provided for, and supersede any and
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<PAGE>
all prior agreements, arrangements and understandings between the parties with
respect to the matters provided for herein. No alteration, waiver, amendment,
change or supplement hereto shall be binding or effective unless the same is set
forth in writing, signed by the parties hereto or a duly authorized
representative thereof.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the day and year first above written.
ION NETWORKS, INC.
By:/s/ Stephen B. Gray
-----------------------
Name: Stephen B. Gray
Title: President
CITY OF MILFORD PENSION & RETIREMENT FUND,
NFIB CORPORATE ACCOUNT, NORWALK EMPLOYEES'
PENSION PLAN, PUBLIC EMPLOYEE RETIREMENT
SYSTEM OF IDAHO, CITY OF STAMFORD FIREMEN'S
PENSION FUND, THE JENIFER ALTMAN FOUNDATION,
DEAN WITTER FOUNDATION, ROANOKE COLLEGE,
BUTLER FAMILY LLC, DAVID ZESIGER, THE FERRIS
HAMILTON FAMILY TRUST, MARY ANN S. HAMILTON
TRUST FOR SELF, HBL CHARITABLE UNITRUST,
ANDREW HEISKELL, JEANNE L. MORENCY, PETER
LOORAM, MARY C. ANDERSON, MURRAY CAPITAL,
LLC, WILLIAM M. AND MIRIAM F. MEEHAN
FOUNDATION, INC., DOMENIC J. MIZIO, MORGAN
TRUST CO. OF THE BAHAMAS LTD. AS TRUSTEE
U/A/D 11/30/93, SUSAN URIS HALPERN, WILLIAM
B. LAZAR, WELLS FAMILY LLC, HAROLD & GRACE
WILLENS JTWROS, ALBERT L. ZESIGER, BARRIE
RAMSAY ZESIGER, WOLFSON INVESTMENT PARTNERS
LP
<PAGE>
By: Zesiger Capital Group LLC
as agent and attorney-in-fact for each
of the foregoing persons.
By:/s/ Albert L. Zesiger
-----------------------------------------
Name: Albert L. Zesiger
Title: Principal
/s/ Albert L. Zesiger
-----------------------------------------
Albert L. Zesiger
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By:/s/ David Greenhouse
----------------------------------------
Name:
Title:
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ David Greenhouse
----------------------------------------
Name:
Title:
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By:/s/ David Greenhouse
----------------------------------------
Name:
Title:
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<PAGE>
SPECIAL SITUATIONS TECHNOLOGY FUND, L.P.
By:/s/ David Greenhouse
----------------------------------------
Name:
Title:
21st CENTURY DIGITAL INDUSTRIES FUND, L.P.
By:/s/ Richard B. Stewart, Jr.
----------------------------------------
Name: Richard B. Stewart, Jr.
Title: Managing Partner
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<PAGE>
SCHEDULE
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<TABLE>
<CAPTION>
PURCHASER SHARE QTY TOTAL COST
--------- --------- ----------
<S> <C> <C> <C>
City of Milford Pension & Retirement Fund(1) 166,000 $290,500
NFIB Corporate Account(1) 43,000 $75,250
Norwalk Employees' Pension Plan(1) 131,000 $229,250
Public Employee Retirement System of Idaho(1) 314,000 $549,500
City of Stamford Firemen's Pension Fund(1) 78,000 $136,500
The Jenifer Altman Foundation(1) 43,000 $75,250
Dean Witter Foundation(1) 87,000 $152,250
Roanoke College(1) 66,000 $115,500
Butler Family LLC(1) 26,000 $45,500
David Zesiger(1) 14,000 $24,500
The Ferris Hamilton Family Trust(1) 35,000 $61,250
Mary Ann S. Hamilton Trust for Self(1) 43,000 $75,250
HBL Charitable Unitrust(1) 17,000 $29,750
Andrew Heiskell(1) 66,000 $115,500
Jeanne L. Morency(1) 17,000 $29,750
Peter Looram(1) 17,000 $29,750
Mary C. Anderson(1) 26,000 $45,500
Murray Capital, LLC(1) 30,000 $52,500
William M. and Miriam F. Meehan Foundation,
Inc., (1) 26,000 $45,500
Domenic J. Mizio(1) 70,000 $122,500
Morgan Trust Co. of the Bahamas Ltd. as Trustee 91,000 $159,250
U/A/D 11/30/93(1)
Susan Uris Halpern(1) 43,000 $75,250
William B. Lazar(1) 22,000 $38,500
Wells Family LLC(1) 78,000 $136,500
Harold & Grace Willens JTWROS(1) 17,000 $29,750
Albert L. Zesiger(1) 87,000 $152,250
Barrie Ramsay Zesiger(1) 42,630 $74,603
------------------------------
1 Zesiger Capital Group, LLC as agent and attorney-in-fact.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Wolfson Investment Partners LP(1) 43,500 $76,125
Special Situations Private Equity Fund, L.P. 315,000 $551,250
Special Situations Fund III, L.P. 345,000 $603,750
Special Situations Cayman Fund, L.P. 120,000 $210,000
Special Situations Technology Fund, L.P. 89,565 $156,739
21ST Century Digital Industries Fund, L.P. 248,447 $434,783
TOTAL 2,857,142 $5,000,000
</TABLE>
