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Sectors: Telecommunications
Effective Date: July 31, 2003
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Exhibit 10.2(b)


INVESTMENT AGREEMENT

BETWEEN THE UNDERSIGNED :

- Mr Jean-Jacques SCHMOLL , residing 141, rue de Longchamp 75116 PARIS, married under the matrimonial regime of community of property 1 ;

- Mr Ste9phane SCHMOLL , residing 16, rue Descartes 92190 MEUDON, married under the matrimonial regime of community of acquired property 2 ;

hereafter referred to together as the " Directors"

acting jointly,


- Mr Luc CHAMBON , residing 107, rue de l' Universite9 75007 Paris, married under the matrimonial regime of community of acquired property, represented by Mr Ste9phane Schmoll;


Mr. Ste9phane Schmoll and Mr. Luc Chambon hereafter jointly referred to as ab Directoire / Management Boardbb

IN THE FIRST PART ,

AND


- COLEBROOK a company with a31,000 capital, where the head-office is at 30 Herbert Street, DUBLIN 2, EIRE, registered in Dublin under the number 265396, represented by Jean-Jacques Schmoll ;


- Mrs Florence Kossoff, residing10 bis, rue Vieille Forge, 92170 Vanves, single, represented by Ste9phane Schmoll ;

- StockVal , a holding company with US$30.000 capital, where the head-office is at Curae7ao, Antilles Ne9erlandaises, Schout Bij Nacht Doormanweg 43, registered in Curae7ao under the number 47327, represented by Xavier Ge9rard ;


- Mr Xavier Ge9rard , residing 21 boulevard Beause9jour, 75116 Paris, married under the matrimonial regime of community of acquired property ;

- Mr Eric Ge9rard , residing 153 rue de l' Universite9, 75007 Paris, married under the matrimonial regime of community of acquired property, represented by Xavier Ge9rard ;


- Mr Laurent Ge9rard , residing 5, rue de Sax, 75116 Paris, married under the matrimonial regime of community of acquired property, represented by Xavier Ge9rard; 1 re9gime de communaute9 universelle ::legal marriage contract, as defined by the Code Civil , which stipulates that the property of both spouses, as acquired before and after the marriage, belongs to both. 2 re9gime de communaute9 de biens re9duite aux acqueats: legal marriage contract under which each spouse' s individual property prior to the marriage remains his or her own, whereas property acquired, either jointly or individually, during the marriage (with the exception of certain personal items such as clothing or tools of a trade which are defined by article 1404 of the Code Civil ) becomes community property.

- Mr Laurent Marnier, residing 11 bis avenue Emile Deschanel, 75007 Paris, married under the matrimonial regime of community of acquired property, represented by Xavier Ge9rard;


- Mr Jacques Ge9rard , residing 14 rue des Barres, 75004 Paris, married under the matrimonial regime of community of acquired property, represented by Xavier Ge9rard;


- Mrs Anne-Marie Bouriez married Ge9rard , residing 14 rue des Barres, 75004 Paris, married under the matrimonial regime of community of property, represented by Xavier Ge9rard ;


- Mrs Chantal Ge9rard married Lahalle , residing 15, rue Nicolas Coustou Domaine du Parc, 78590 Noisy le Roi, married under the matrimonial regime of separate property 3 , represented by Xavier Ge9rard ;

- Mr Edouard Courtial , residing 85, impasse de Ramecourt 60600 Agnetz, married under the matrimonial regime of community of acquired property, represented by Xavier Ge9rard ;


- Mrs Anne Schmitt married Bateson , residing 90 rue de Grenelle, 75007 Paris, married under the matrimonial regime of separate property, represented by Jean-Jacques Schmoll ;

- Lixcam Inc. , a company with head-office at c/o Anglo Irish Bank (Suisse) SA, 7 rue des Alpes, CP 1380 CH1211 Geneva, Switzerland, represented by Jean-Charles Charpentier;


- Mr Herve9 Ripault, residing 4, boulevard des Sablons, 92200 Neuilly-sur-Seine, married under the matrimonial regime of separate property ;


- Mr Philippe de Fontenay, residing 17-19, avenue Perronet, 92200 Neuilly-sur-Seine, married under the matrimonial regime of separate property, represented by Herve9 Ripault ;

- Mr Arthur de la Grandie8re, residing 15, rue Raynouard, 75016 Paris, married under the matrimonial regime of separate property, represented by Herve9 Ripault ;


- Mr Pierre de Croisset, residing 15, rue Weber, 75116 Paris, single, represented by Herve9 Ripault ;

- Mr Philippe Embiricos, residing Commonwealth House, 1-19 New Oxford Street, London WC1 A1NU, Great Britain, married under the matrimonial regime of separate property, represented by Jean-Charles Charpentier ;


- Scorpion Nominees Ltd, a company with head-office at c/o Oracle Management, 85 Reid Street, PO Box HM 1008 Hamilton HMDX, Bermuda, represented by Jean-Charles Charpentier ;


- Mr Hugues Lamotte, residing 16 Victoria Road, London W85RD, Great Britain, married under the matrimonial regime of community of acquired property, represented by Jean-Charles Charpentier ;


- Mercure Epargne Longue SA , a " SICAV" (variable capital investment company), having its registered office at 4-6 Rond Point des Champs-Elyse9es, 75008 Paris, registered at the Commercial Register of Paris under the number 438 848 848, represented by Nicolas Trebouta;


here-after referred to, together with the Directors, as the ab Founders Groupbb or the ab Founders bb and collecting all the shareholders of the category A holders of ORA or OC.

acting together but not jointly,

IN SECOND PART, 3 se9paration de biens : legal marriage contract which recognizes only two estates in the marriage, that of the husband and that of the wife, ie there is no community property.

and

- LOJACK Corporation a company under the laws of the State of Massachusetts, registered with the FED ID 04-2664794, represented by Mr Paul Barrett,

here-after referred to as ab LOJACK bb

IN THIRD PART ,

and


- EADS TELECOM, a company with simplified shareholding, with head-office at rue Jean-Pierre Timbaud 78180 Montigny-le-Bretonneux, registered at the commercial register of Versailles under the reference 414 848 986, represented by Monsieur Jean-Frane7ois Boulin,

here-after referred to as ab EDSN bb

IN FOURTH PART ,

and


- Tracker Network UK Ltd, Otter House, Cowley Business Park, High Street, Cowley, Uxbridge, Middlesex, UB8 2AD Great Britain, represented by Mr. Stephane Schmoll.

in fifth part

The signatories of the third, fourth and fifth parts here-after referred to as ab Groupe Investisseurs Industriels /Group of Industrial Investorsbb or the ab Investisseurs Industriels / Industrial Investorsbb, acting without joint and several liability,

and

- SIGEFI VENTURES GESTION , a French public share corporation with a capital of ?422,670, having its registered office in Lyon (69006), 139 rue Vendf4me, registered under the number is 420 732 661 RCS Lyon, acting as a management company in the name and on behalf of SIPAREX VENTURES 1, ING (F) ACTIONS INNOVATION 1, ING (F) ACTIONS INNOVATION 2, UNI-INNOVATION 1, and acting furthermore as delegated manager of unlisted assets of the " FCPI" (venture capital fund specialized in innovative companies) CA-AM INNOVATION , represented by Mr. Michel FAURE, is duly empowered for the purposes of the present,

- La socie9te9 SIPAREX CROISSANCE , a French limited partnership with share capital, with a capital of ?66,462,675, having its registered office at 139 rue Vendf4me, 96006, registered under the number 312 056 641 at the Commercial Register of Lyon, represented by its management company SIGEL, a French simplified joint-share company with a capital of ?1,891,336, having its registered office at 139 rue Vendf4me, 69006 Lyon, registered under the number 331 595 587 at the Commercial Register of Lyon, itself represented by Mr. Michel FAURE, duly empowered for the purposes of the present,


- La socie9te9 SIPAREX DEVELOPPEMENT , a French limited partnership with share capital, with a capital of ?35,081,220, having its registered office at 166 rue du Faubourg Saint-Honore9, 75008 Paris, represented by its management company SIGEFI, a French simplified joint-share company with a capital of ?1,891,336, having its registered office at 139 rue Vendf4me, 69006 Lyon, registered under the number 331 595 587 at the Commercial Register of Lyon, itself represented by Mr. Michel FAURE, duly empowered for the purposes of the present,

IN SIXTH PART,

The Signatories of the sixth part will be referred to here-after as the ab Group Siparex bb acting without joint and several liability,


AND


- CREDIT LYONNAIS PRIVATE EQUITY, a French public share corporation with a Management Board and a Supervisory Board, with a capital of ?8,000,000, having its registered office in Paris (75116), 43/47 avenue de la Grande Arme9e, registered at the Commercial Register of Paris under the number B 428 711 196, represented by Mr. Roland DERRIEN, acting as a management company in the name and on behalf of the " FCPR" (authorized venture capital fund) CL De9veloppement 1 and of the " FCPI" (see above) Cre9dit Lyonnais Innovation 1,


IN SEVENTH PART ,

and


- BNP PARIBAS DEVELOPPEMENT , a French simplified joint-share company with a capital of ?68,000,000, having its registered office in Paris (75009), rue Chauchat, registered at the Commercial Register of Paris under the number B 348 540 592, represented by Mr.Denis BOUGNOUX, duly empowered for the purposes of the present,

IN EIGHTH PART ,

AND

- VIVERIS MANAGEMENT , a French simplified joint-share company with a capital of ?168,700, having its registered office in Marseille, registered at the Commercial Register of Marseille under the number 432 544 773, represented by Mr. Philippe Reynaud, duly empowered for the purposes of the present, acting as a management company in the name and on behalf of the " FCPI" INNOVERIS Compartment 1 and INNOVERIS III, Common Investment Funds for Innovation,


IN NINETH PART ,


The Signatories of the sixth to nineth part here-after referred to as ab Group Investisseurs Financiers / Financial Investors Group bb or the ab Financial Investors bb acting without joint and several liability,

The Signatories of the third to nineth part here-after globally referred to as ab Groupe Investisseurs / Investor Group bb of the ab Investisseurs / Investors bb and gathering together all the shareholding of Groups B and C, acting without joint and several liability,

The Signatories of the first to nineth part, hereafter referred to as ab Signatories bb.


ALSO INTERVENEING PRESENTLY


- TRAQUEUR , a French public share corporation ( socie9te9 anonyme ) with a capital of ?423,120, having its registered office in Issy-les-Moulineaux (92130), 17 Place de la Re9sistance, registered under the number 412 027 492 at the Commercial Register of Nanterre, duly represented by Mr. Ste9phane Schmoll in his capacity as Chairman of the Management Board,


here-after ab TRAQUEUR bb or the ab Company bb.


PRELUDE


A. In October 2001, Traqueur decided to raise funds from the Investor Group.


Through the Extraordinary General Assembly of 15 th October 2001, it was decided to raise ?4,571,385 from the Investor Group based on a company value pre-investment of ?9,899,890 and after conversion of the loans of April 2001 as illustrated here below.

This increase in funds of ?4,571,385 was realized in the following way;

- Issuance of 6,698 shares at a nominal value of ?15 each, matched by an issuance premium of ?440 per share; - Issuance of convertible bonds (called <> ) allocated by 3,552 ORA of categories 01 and 02 for a total amount of ?1,616,160.

It was also decided within the framework of this extraordinary general meeting of 15 October 2001 to authorize the Directoire to issue BSPCE and BSA ( Share Warrants) .


To date, the allocation of the share capital and voting rights of the company is as follows:

Shareholder Shares
Category
Convertible
Bonds (ORA 1)
Convertible
Bonds (ORA 2)
Share Warrants
(BSA/BSPCE)


Directors 7.612 A 0 0 1.602

Others 9.759 A 0 108 1.685

Total Founders 17.371 - 0 108 3.287

FCPI CLI 1.137 C 0 57 0

BNP P-D 848 C 0 38 0

Tracker 0 B 0 0 44

LoJack 2.232 B 1.116 0 0

EADS 2.823 B 335 0 200

FCPR
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