-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EBHXGuQrIf1bE5zXikxp7QGVSE+obibWfBR55A5V7HgWqmsPuUmyWoA17ltqYQBF fsMffDoOduUFwt39+QGAnA== 0000950123-05-014728.txt : 20051214 0000950123-05-014728.hdr.sgml : 20051214 20051214122043 ACCESSION NUMBER: 0000950123-05-014728 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20051214 DATE AS OF CHANGE: 20051214 GROUP MEMBERS: CARL A. GRIMSTAD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAILY GREGORY S CENTRAL INDEX KEY: 0001072783 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 615-665-1858 MAIL ADDRESS: STREET 1: C/O IPAYMENT, INC. STREET 2: 40 BURTON HILLS BOULEVARD, SUITE 415 CITY: NASHVILLE STATE: TN ZIP: 37215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPAYMENT INC CENTRAL INDEX KEY: 0001140184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 621847042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79530 FILM NUMBER: 051263118 BUSINESS ADDRESS: STREET 1: 40 BURTON HILLS BLVD STREET 2: SUITE 415 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6156651856 MAIL ADDRESS: STREET 1: 30 BURTON HILLS BLVD STREET 2: SUITE 520 CITY: NASHVILLE STATE: TN ZIP: 37215 SC 13D 1 y15658sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 iPayment, Inc. -------------- (Name of Issuer) Common Stock, par value $0.01 ----------------------------- (Title of Class of Securities) 46262E 10-5 ----------- (CUSIP Number) December 12, 2005 -------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAME OF REPORTING PERSON Gregory S. Daily I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 1,972,739 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,972,739 REPORTING PERSON 10. SHARED DISPOSITIVE POWER 0 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,972,739 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% 14. TYPE OF REPORTING PERSON IN
*Excludes 1,268,704 shares of Common Stock held by other Reporting Persons hereto as to which Mr. Daily disclaims beneficial ownership. This report shall not be construed as an admission that Mr. Daily is the beneficial owner of such securities. Page 2 of 9 1. NAME OF REPORTING PERSON Carl A. Grimstad I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF - See Item 3 of Statement 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7. SOLE VOTING POWER 1,268,704 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,268,704 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,268,704 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14. TYPE OF REPORTING PERSON IN
*Excludes 1,972,739 shares of Common Stock held by other Reporting Persons hereto as to which Mr. Grimstad disclaims beneficial ownership. This report shall not be construed as an admission that Mr. Grimstad is the beneficial owner of such securities. Page 3 of 9 Statement on Schedule 13D This statement is being filed jointly by Gregory S. Daily ("Mr. Daily") and Carl A. Grimstad ("Mr. Grimstad"). ITEM 1 SECURITY AND ISSUER The class of equity securities to which this Statement relates is the common stock, par value $0.01 per share ("Common Stock"), of iPayment, Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"), which has its principal executive offices at 40 Burton Hills Boulevard, Suite 415, Nashville, Tennessee 37215. ITEM 2 IDENTITY AND BACKGROUND (a) The persons filing this Schedule 13D (the "Reporting Persons") are Mr. Daily and Mr. Grimstad. (b) The business address of each of the Reporting Persons is c/o 40 Burton Hills Boulevard, Suite 415, Nashville, Tennessee 37215. (c) Mr. Daily is the Chief Executive Officer and Chairman of the board of directors of the Issuer. Mr. Grimstad is the President of the Issuer. (d) Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Reporting Persons is a citizen of the United States. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On March 9 and 10, 2005, Mr. Daily used an aggregate of $207,525 of personal funds to purchase a total of 5,000 shares of Common Stock. All of the shares acquired by Mr. Daily prior to that date, and prior to the time that such securities were registered under Section 12 of the Exchange Act, were also acquired using personal funds. All of the shares of Common Stock owned by Mr. Grimstad were acquired using personal funds and prior to the time that such securities were registered under Section 12 of the Exchange Act. It is anticipated that some or all of the funds required to consummate the transactions contemplated by the Revised Proposal, which is discussed in Item 4 hereof, will be borrowed from commercial banks and/or institutional lenders. ITEM 4 PURPOSE OF TRANSACTION All of the shares of Common Stock currently held by the Reporting Persons were acquired for investment. On May 13, 2005, Austin Merger Corporation, a newly formed entity wholly-owned by Mr. Daily, submitted to the board of directors of the Issuer (the "Board") Page 4 of 9 a letter indicating Mr. Daily's interest in acquiring, through Austin Merger Corporation, all of the outstanding shares of Common Stock not owned by him for a price of $38.00 per share (the "Initial Proposal"). The May 13, 2005 letter setting forth the Initial Proposal is attached hereto as Exhibit 1 and incorporated by reference herein. On May 16, 2005, the Issuer announced in a press release that it had received the Initial Proposal and that the Board had formed a special committee of independent directors (the "Special Committee") to act on behalf of the Issuer with respect to the proposal and any alternatives thereto. On June 8, 2005, the Special Committee announced that it had retained independent financial and legal advisors to assist it in that process. On July 22, 2005, the Special Committee announced in a press release its determination that the price per share offered in the Initial Proposal was inadequate. After being notified of this determination, Mr. Daily withdrew the Initial Proposal. On November 1, 2005, Mr. Daily submitted a letter to the Board expressing his renewed interest in acquiring, through one or more entities to be formed by him (and by other management shareholders who he might in the future invite to join him), all of the outstanding shares of Common Stock at a price of $43.00 per share (the "Revised Proposal"). The Revised Proposal is subject to a number of conditions, including obtaining financing for the proposed transaction on satisfactory terms and the negotiation and execution of definitive agreements. In his November 1, 2005 letter, Mr. Daily also stated that he would not agree to "roll over" the shares of Common Stock currently held by him into a transaction sponsored by another party. Mr. Daily's November 1, 2005 letter is attached hereto as Exhibit 2 and incorporated by reference herein. On November 2, 2005, the Special Committee announced in a press release that it had received and was considering the Revised Proposal. On November 10, 2005, after discussions with representatives of the Special Committee, Mr. Daily increased his price per share offer to $43.50. On November 11, 2005, the Special Committee issued a press release announcing that it had received this increased price per share offer and that it had authorized, for purposes of Delaware law and the Company's rights plan, Mr. Daily to enter into arrangements with certain other stockholders of the Company, including certain members of the Company's management team, with respect to participating with Mr. Daily in the proposed transaction. Following his receipt of the authorizations referred to in the previous paragraph, Mr. Daily began to discuss with Mr. Grimstad the terms of Mr. Grimstad's possible participation with Mr. Daily in the proposed transaction. As a result of those discussions, on December 12, 2005, Mr. Daily and Mr. Grimstad reached an understanding regarding their joint participation in the proposed transaction, as discussed in Item 6 below. The Reporting Persons intend to continuously review their investment in the Issuer, the Issuer's business affairs, and general industry and economic conditions. Based on such review, the Reporting Persons may determine to (i) withdraw or modify the Revised Proposal, (ii) invite other shareholders to join their bid to acquire the Issuer, (iii) otherwise increase their ownership of Common Stock, (iv) approve an extraordinary corporate transaction with regard to the Issuer or (v) take certain other actions which could involve one or more of the types of transactions or have one or more of the results described in Items 4(a) through (j) of Schedule 13D. Page 5 of 9 Except as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) and (b) The Reporting Persons may be deemed to beneficially own an aggregate of 3,216,443 shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities. Mr. Daily beneficially owns an aggregate of 1,972,739 shares of Common Stock. This aggregate amount represents approximately 11.2% of the shares of Common Stock currently outstanding. Mr. Grimstad beneficially owns an aggregate of 1,268,704 shares of Common Stock (including options to purchase 25,000 shares of Common Stock that are exercisable within 60 days of this filing). This aggregate amount represents approximately 7.2% of the shares of Common Stock currently outstanding. (c) Neither of the Reporting Persons has effected any transactions in Common Stock during the past sixty days. (d) Not applicable. Page 6 of 9 (e) Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The agreement between the Reporting Persons referred to in Item 4 hereof sets forth, among other things, their agreement to "roll over" their shares in connection with, and only in connection with, the transaction contemplated by the Revised Proposal. This summary of the agreement between the Reporting Persons does not purport to be complete and is qualified in its entirety by the Summary of Prospective Terms, which is attached hereto as Exhibit 3 and incorporated herein by reference. Mr. Grimstad has pledged a portion of his shares of Common Stock in connection with a margin account maintained by Mr. Grimstad with the Bear Stearns Corporation, pursuant to a standard customer agreement, which contains terms and conditions that are customary for such arrangements. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Exhibit A: Joint Filing Agreement Exhibit 1: Letter from Austin Merger Corporation to the Issuer, dated May 13, 2005. Exhibit 2: Letter from Gregory S. Daily to the Issuer, dated November 1, 2005 Exhibit 3: Summary of Prospective Terms Page 7 of 9 SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: December 14, 2005 By: /s/ Gregory S. Daily ---------------------- Name: Gregory S. Daily By: /s/ Carl A. Grimstad ---------------------- Name: Carl A. Grimstad Page 8 of 9 EX-99.A 2 y15658exv99wa.txt JOINT FILING AGREEMENT Exhibit A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them. Date: December 14, 2005 By: /s/ Gregory S. Daily --------------------- Name: Gregory S. Daily By: /s/ Carl A. Grimstad ---------------------- Name: Carl A. Grimstad Page 9 of 9 EX-99.1 3 y15658exv99w1.txt LETTER FROM AUSTIN MERGER CORP Exhibit 1 AUSTIN MERGER CORPORATION May 13, 2005 Board of Directors iPayment, Inc. 40 Burton Hills Boulevard, Suite 415 Nashville, Tennessee 37215 Ladies and Gentlemen: I am pleased to submit this non-binding preliminary indication of interest (this "Indication of Interest") on behalf of my newly-formed company, Austin Merger Corporation ("Austin"), pursuant to which Austin would, either directly or through a wholly-owned subsidiary, acquire for cash all of the outstanding shares of common stock, par value $.01 per share (the "Common Stock"), of iPayment, Inc. (the "Company") not owned by Austin, at a price of $38.00 per share, so that the Company would become a privately-held company owned solely by Austin. I believe that such a transaction would reduce the costs and management efforts incident to the Company's status as a public company and enable management to focus on operating the Company's business. This Indication of Interest assumes, among other things, that (i) a sufficient number of other executive officers of the Company will subscribe for shares of Austin and (ii) Austin and the Company can agree on the terms of a transaction that are satisfactory to both parties. Attached to this Indication of Interest is a copy of a letter from Banc of America Securities LLC ("BofA") to Austin, indicating that BofA is highly confident that it can provide Austin with the financing necessary to consummate a transaction between Austin and the Company. This Indication of Interest represents only a preliminary interest in exploring a possible transaction with the Company and is not, and shall not be construed to be, an offer that is capable of being accepted by the Company or a binding agreement to enter into any transaction on the terms outlined herein or otherwise. Further, this Indication of Interest does not impose any obligation upon either Austin or the Company, including, without limitation, any obligation to enter into any agreement with respect to a transaction between the parties. Any obligation of Austin or the Company to enter into a transaction will only be contained in a definitive merger agreement to be executed by the parties (following approval by the Company's board of directors and its receipt of a fairness opinion from a nationally recognized investment bank), which merger agreement would contain representations, warranties, covenants and conditions (including, without limitation, Austin's receipt of the necessary financing to consummate a transaction and all necessary third-party and governmental approvals) customary for transactions of this type. Neither Austin nor the Company may reasonably rely on any promises made (or purportedly made) by the other party that are inconsistent with this paragraph. Should the Board desire to proceed with exploring the possibility of a transaction between Austin and the Company, I am available to begin discussions immediately. I look forward to working with you. Sincerely, AUSTIN MERGER CORPORATION By: /s/ Greg Daily --------------------- Name: Gregory S. Daily Title: President EX-99.2 4 y15658exv99w2.txt LETTER FROM GREGORY S. DAILY Exhibit 2 November 1, 2005 Board of Directors iPayment, Inc. 40 Burton Hills Boulevard, Suite 415 Nashville, Tennessee 37215 Ladies and Gentlemen, I am writing to inform you of my renewed interest in acquiring, through one or more entities to be formed by me (and by other management shareholders who I may in the future invite to join me), all of the outstanding shares of common stock, par value $.01 per share, of iPayment, Inc. (other than shares owned by me and by any such management shareholders) at a price of $43.00 per share. This proposal represents a 20% premium over the closing price of iPayment's shares yesterday, a 13% premium over the proposal I made to the company on May 13, 2005, and a premium of 36% over the Company's stock price prior to that proposal. I have determined to make this proposal after giving a good deal of thought to the options facing me as an executive and as a shareholder, and to the options facing the company's shareholders more generally. As I have indicated in the past, I firmly believe that a transaction of this sort would reduce the costs and management efforts incident to the Company's status as a public company and enable management to focus on operating the Company's business and on value creation. After the board rejected my initial proposal and commenced a formal process of exploring alternatives, I and other members of management expressed our desire to be a constructive force in that process. Accordingly, I withdrew my prior expression of interest and management made presentations about the company and its business, met with prospective purchasers, and permitted the company and its advisors to represent to interested parties that the management team would participate in a transaction and remain with the company. Upon further consideration, I must inform you that, at the price levels the company is seeking, I have decided that I am not prepared to "roll over" my shares into a transaction led by a third party. Phrased differently, while I am prepared to lead, arrange and organize an acquisition as described in this letter, and while I and, I believe, key members of management would be prepared, for an appropriate incentive package, to remain with the company following a transaction led by others, I am not prepared to invest in a sponsor's or other partner's deal or have my shares treated differently than those of others in such a transaction at these price levels. I believe that the transaction I am proposing would be attractive to the company and its shareholders and represents the best price available for the purchase of the company's shares. In addition, the transaction could move forward swiftly and with minimal contingencies. I am, of course, intimately familiar with the company, and the process of negotiating a definitive agreement would accordingly be smooth. I would not expect burdensome representations or schedules or need to conduct diligence. While I would require a financing condition, given the advanced stage of discussions that the company and its advisors have had with financing sources, I believe I could deliver firm financing commitments quite quickly and that those commitments would minimize any uncertainties associated with the financing. In short, my proposal, which is of course subject to the negotiation of mutually acceptable definitive documentation, offers a substantial premium over relevant benchmarks and could be effectuated swiftly and with minimal uncertainty. If you have any questions, do not hesitate to contact me. Sincerely, /s/ Greg Daily -------------- Greg Daily EX-99.3 5 y15658exv99w3.txt SUMMARY OF PROSPECTIVE TERMS SUMMARY OF PROSPECTIVE TERMS THIS SUMMARY OF PROSPECTIVE TERMS (THIS "TERM SHEET") SHALL NOT CREATE ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING BETWEEN THE PERSONS IDENTIFIED HEREIN WITH RESPECT TO IPAYMENT, INC. (THE "COMPANY") OR THE STOCK OF THE COMPANY FOR PURPOSES OF ANY LAW, RULE, REGULATION, OR OTHERWISE, EXCEPT (i) WITH RESPECT TO THE PROPOSED ACQUISITION OF ALL OF THE SHARES OF THE COMPANY (OTHER THAN THOSE SHARES OWNED BY THE PARTIES HERETO) AT A PRICE OF $43.50 PER SHARE (THE "TRANSACTION PRICE") AND (ii) IN ANY EVENT UNLESS AND UNTIL SUCH TIME AS THIS TERM SHEET HAS BEEN APPROVED BY THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY. I. TRANSACTION DESCRIPTION The individuals listed on Exhibit A (collectively, the "Investors") would form an acquisition vehicle ("MergerCo") to acquire, at the Transaction Price, 100% of the common stock of the Company not owned by the Investors (the "Transaction"). The Transaction would be effected pursuant to a merger of MergerCo with and into the Company (the "Merger"). Immediately prior to the Merger, each Investor would contribute to MergerCo the number of shares of the Company set forth opposite his name on Exhibit A in exchange for equity interests in MergerCo (or an entity that will own all of the shares of MergerCo) to be issued in the percentages set forth in Exhibit A. The cash payments to the shareholders of the Company other than the Investors would be funded pursuant to one or more financing agreements entered into by the Company on terms acceptable to the Investors. II. TRANSFER RESTRICTIONS Except with respect to transfers to Permitted Transferees (to be defined to include immediately family members and trusts and like vehicles for the benefit of the same), all transfers of shares by an Investor prior to an initial public offering would be subject to a right of first refusal and also to a tag-along right in favor of the other Investor. In addition, for a period of 3 years following closing, no party would transfer his shares (other than to a Permitted Transferee) without the consent of a majority in interest of the other shareholders. 1 III. GOVERNANCE Following the consummation of the Transaction, the board of directors of the Company would consist of two members, one of whom would be GSD (or a person designated by him) and the other of whom would be CAG (or a person designated by him). IV. DEFINITIVE DOCUMENTATION The Investors will seek to cause MergerCo to negotiate and enter into a merger agreement with the Company on terms acceptable to the Investors and to the Special Committee. The Investors will also seek to negotiate and enter into such other agreements as may be necessary or useful to reflect the terms set forth herein and to consummate the Transaction, which agreements must be acceptable to all of the Investors. V. EXCLUSIVITY For a period of 12-months from the later of the date of this Term Sheet and the execution of a definitive Merger Agreement, the Investors agree (solely in their capacity as stockholders of the Company and not in their fiduciary capacity as officers or directors of the Company) not to sell any of their shares in the Company in connection with, or otherwise support, a competing transaction, except as they may otherwise mutually agree. 2 Exhibit A INVESTORS
INVESTOR IPAYMENT SHARES PERCENTAGE INTEREST IN MERGERCO Gregory S. Daily 1,972,739 60% Carl A. Grimstad 1,268,704 40%
3 -----END PRIVACY-ENHANCED MESSAGE-----