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beneficiaries under the Share Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts
or condition of the Company, Intralinks and Impala or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Share Purchase
Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Sale ofSeries A Preferred Stock
Securities Purchase Agreement
Subject to the terms and conditions of the PIPE Purchase Agreement, the Company will issue and sell to Silver Holdings 185,000 shares of Series
A Preferred Stock for an aggregate purchase price of $185 million, consisting of (i) $97.7 million in cash and (ii) the Shares, valued for this purpose at approximately $87.3 million in the aggregate. The PIPE Purchase Agreement
contains customary representations, warranties and covenants by each of the Company and Silver Holdings, including covenants by the Company regarding: (i) the conduct of the business of the Company prior to the consummation of the Preferred
Transaction and (ii) the use of commercially reasonable best efforts to cause the Preferred Transaction to be consummated.
In
addition, the PIPE Purchase Agreement contains certain termination rights for both the Company and Silver Holdings, including if the Preferred Transaction has not been consummated within 90 calendar days unless such date has been extended in
accordance with the terms of the PIPE Purchase Agreement, in which case, the parties may not terminate the PIPE Purchase Agreement until a business day following the date specified in such notice of extension. Silver Holdings may also terminate the
agreement if Silver Holdings, in its reasonable discretion, is not satisfied with all due diligence facts and developments relating to the Company, its affiliates or their respective officers, employees or directors, including with respect to any
actions, inquiries or investigations by any governmental authority.
Under the terms of the PIPE Purchase Agreement, in the event the
Preferred Transaction is not consummated, the Company also granted Silver Holdings the right to sell the Shares to the Company (the Put Right) for a purchase price per share equal to $14.56 in cash (corresponding to an aggregate
purchase price of approximately $87.3 million if Silver Holdings elects to exercise the Put Right with respect to all Shares). The Put Right is only exercisable by Silver Holdings by written notice delivered to the Company not later than the
fifth business day following any termination of the PIPE Purchase Agreement. Moreover, in connection with the Put Right, the Company and Silver Holdings have agreed that, effective as of immediately prior to or substantially concurrently with the
first to occur of the consummation of Intralinks Transaction or the termination of the Share Purchase Agreement, the Company and Silver Holdings will enter into a customary escrow agreement in respect of approximately $87.3 million to be
deposited into escrow by the Company. The escrow agreement will provide, among other matters, that the funds will be released at Silver Holdings direction upon its exercise of the Put Right and that the funds will be released to the Company
upon consummation of the Preferred Transaction.
Pursuant to the PIPE Purchase Agreement, the Company agreed to indemnify Silver Holdings
and its affiliates for (i) any breach of any Fundamental Representation (as defined in the PIPE Purchase Agreement) or (ii) any breach of any of the covenants of the Company contained in the PIPE Purchase Agreement, up to the
$185 million purchase price, subject to certain exceptions.
