American Bitcoin Corp 10-Q for FY2021 Q1

American Bitcoin Corp. (ABTC)

10-Q 2021-05-21 For: 2021-03-31

Added on April 07, 2026

About this 10-Q

American Bitcoin Corp filed this 10-Q on May 21, 2021, covering the quarter ended March 31, 2021 (FY2021 Q1).

Headline figures

Quarter ended March 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4.01M; up 30.7% from $3.07M a year earlier
Net loss: $6.46M; compared with a net loss of $4.51M a year earlier

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Delaware		83-2242651
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1550 Larimer Street, #246 Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	KERN	Nasdaq Stock Market LLC (Nasdaq Capital Market)
Warrants to purchase one share of common stock	KERNW	Nasdaq Stock Market LLC (Nasdaq Capital Market)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	INDEX	Page Number

PART I	FINANCIAL INFORMATION
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Operations (unaudited)	2
	Condensed Consolidated Statements of Comprehensive Loss (unaudited)	3
	Condensed Consolidated Statements of Changes in Equity (unaudited)	4
	Condensed Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures.	32

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings.	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities.	34
Item 4.	Mine Safety Disclosures.	34
Item 5.	Other Information.	34
Item 6.	Exhibits	35
	SIGNATURES	36

	March 31,			December 31,
	2021			2020
Assets	(unaudited)
Current assets:
Cash	$	15,426,759		$	17,840,640
Restricted cash		500,000			500,000
Accounts receivable, net		1,887,093			1,753,547
Prepaid expenses and other current assets		2,095,614			2,458,727
Total current assets		19,909,466			22,552,914

Fixed assets, net		1,139,689			1,193,433
Investment, net		229,883			233,664
Capitalized software, net		4,201,065			3,925,739
Intangible assets, net		6,974,546			7,388,795
Goodwill		41,874,527			41,874,527
Total Assets	$	74,329,176		$	77,169,072

Liabilities and Equity

Current liabilities
Accounts payable, accrued expenses and other accrued liabilities	$	3,060,746		$	3,188,576
Deferred revenue		1,105,869			843,900
Current portion of long-term debt		8,781,302			11,707,363
Derivative liability		487,372			311,376
Total current liabilities		13,435,289			16,051,215

Long-term debt, less current portion		1,127,843			3,895,237

Total liabilities		14,563,132			19,946,452

Commitments and contingencies (Note 8)

Equity:
Preferred stock, par value $0.0001; 5,000,000 shares authorized, none are issued and outstanding at March 31, 2021 and December 31, 2020		—			—
Special voting preferred stock, par value $0.0001; 1 share authorized, issued and outstanding as of March 31, 2021 and December 31, 2020, with $1.00 preference in liquidation; exchangeable shares, no par value, 1,647,287 and 2,667,349 shares issued and outstanding as of March 31, 2021 and December 31, 2020 respectively See Note 4		12,601,744			20,405,219
Common stock, par value $0.0001; 75,000,000 shares authorized, 23,067,517 and 19,901,248 issued and outstanding at March 31, 2021 and December 31, 2020, respectively		2,306			1,990
Additional paid-in capital		110,903,949			94,086,433
Accumulated other comprehensive loss		(104,727	)		(91,497	)
Accumulated deficit		(63,637,228	)		(57,179,525	)
Total equity	$	59,766,044		$	57,222,620
Total liabilities and equity	$	74,329,176		$	77,169,072

	For the Three Months Ended
	March 31,
	2021			2020
Revenues
Software	$	3,795,153		$	2,346,310
Consulting		172,747			692,584
Other		46,124			31,652
Total revenues		4,014,024			3,070,546
Cost of revenues		1,454,167			1,396,219

Gross profit		2,559,857			1,674,327

Operating expenses
Product development		1,424,100			874,787
Sales and marketing		1,735,915			2,040,751
General and administrative		1,852,962			3,457,262
Depreciation and amortization		1,052,883			180,229
Total operating expenses		6,065,860			6,553,029

Loss from operations		(3,506,003	)		(4,878,702	)

Other (expense) income:
Interest expense		(776,181	)		—
Interest income		1,801			33,522
Change in fair value of convertible notes		(1,991,272	)		—
Change in fair value of derivative liability		(175,996	)		236,917
Other expense, net		—			(124	)
Total other (expense) income		(2,941,648	)		270,315

Net loss before income taxes and equity in losses of investee		(6,447,651	)		(4,608,387	)
Income tax expense		(6,270	)		—
Equity in losses of investee		(3,782	)		—

Net loss		(6,457,703	)		(4,608,387	)
Net loss attributable to noncontrolling interest in consolidated subsidiary		—			101,175
Net loss attributable to Akerna shareholders	$	(6,457,703	)	$	(4,507,212	)

Basic and diluted weighted average common stock outstanding		22,209,072			12,469,737
Basic and diluted net loss per common share	$	(0.29	)	$	(0.36	)

	Special Voting Preferred Stock					Common						Additional Paid-In			Accumulated Other Comprehensive			Accumulated			Total
	Share		Amount			Shares			Amount			Capital			Income			Deficit			Equity

Balance – January 1, 2021	2,667,349		$	20,405,219			19,901,248		$	1,990		$	94,086,433		$	(91,497	)	$	(57,179,525	)	$	57,222,620
Conversion of Exchangeable Shares to common stock	(1,020,062	)		(7,803,475	)		1,020,062			102			7,803,373			—			—			—
Settlement of convertible debt	—			—			2,080,140			208			8,467,292			—			—			8,467,500
Shares withheld for withholding taxes	—			—			(48,948	)		(5	)		(333,842	)		—			—			(333,847	)
Stock-based compensation	—			—			—			—			503,379			—			—			503,379
Settlement of liabilities with shares	—			—			101,705			10			377,315			—			—			377,325
Restricted stock vesting	—			—			13,978			1			(1	)		—			—			—
Forfeitures of restricted shares	—			—			(668	)		—			—			—			—			—
Foreign currency translation adjustments	—			—			—			—			—			(230	)		—			(230	)
Unrealized loss (gains) on convertible notes	—			—			—			—			—			(13,000	)		—			(13,000	)
Net loss	—			—			—			—			—			—			(6,457,703	)		(6,457,703	)
Balance – March 31, 2021	1,647,287		$	12,601,744			23,067,517		$	2,306		$	110,903,949		$	(104,727	)	$	(63,637,228	)	$	59,766,044

	As of March 31, 2021		As of December 31, 2020
Long-lived assets:
United States	$	10,969	$	9,994
Canada		5,615		5,074
Total	$	16,584	$	15,068

	For the Three Months Ended March 31,
	2021		2020 ⁽¹⁾
Government	$	1,053	$	1,118
Non-government	2,961		1,953
	$	4,014	$	3,071

	As of December 31, 2020			Net additions		Revenue recognized		As of March 31, 2021
Deferred revenue	$	844		3,752		(4,014	)	$	582

	As of December 31, 2020			Additions		Amortized costs (1)		As of March 31, 2021
Deferred contract costs	$	228		105		(119	)	$	214

	Preliminary Fair Value
Exchangeable shares issued	$	25,203
Cash		5,724
Contingent consideration		604
Total preliminary fair value of consideration transferred	$	31,531

	Preliminary Fair Value
Cash	$	445
Accounts receivable		917
Prepaid expenses and other current assets		595
Acquired technology		850
Customer relationships		2,660
Acquired trade name		285
Goodwill		25,806
Furniture, fixtures and equipment		1,327
Accounts payable and accrued expenses		(805	)
Deferred revenue		(549	)
Net assets acquired	$	31,531

	Three Months Ended March 31
		2020
Revenue	$	4,773
Net loss	$	(6,717	)

		As of		As of
		March 31,		December 31,
		2021		2020
Software and technology	$	505,679	$	480,651
Professional services, dues and subscriptions		653,104		826,195
Insurance		118,762		243,222
Deferred contract costs		214,036		227,718
Unbilled receivables		549,730		612,446
Other		54,303		68,495
Total prepaid expenses and other current assets	$	2,095,614	$	2,458,727


Fair Value Assumptions - Convertible Notes	March 31, 2021				December 31, 2020
Face value principal payable (in thousands)	$	7,475,000			$	15,172,272
Original conversion price	$	11.50			$	11.5
Value of Common Stock	$	4.94			$	3.24
Expected term (years)		2.17				2.3
Volatility		86		%		77		%
Market yield		26.4%	to 26.6	%		27.1%	to 27.2	%
Risk free rate		0.2		%		0.1		%

Fair Value Assumptions - Private Warrants	March 31, 2021			December 31, 2020
Number of Private Warrants		225,635		$	225,635
Original conversion price	$	11.50		$	11.50
Value of Common Stock	$	4.94		$	3.24
Expected term (years)		3.21			3.46
Volatility		95.4	%		102.3	%
Risk free rate		0.4	%		0.2	%

Fair value balance as of December 31, 2020	$	13,398,000
Payments on Convertible Notes		(7,697,727	)
Change in fair value reported in the statements of operations		1,991,272
Change in fair value reported in other comprehensive loss		13,000
Fair value balance as of March 31, 2021	$	7,704,545

	As of March 31,
	2021		2020
Shares issuable upon exchange of Exchangeable Shares		1,647,287	—
Shares of common stock issuable in upon conversion of Convertible Notes		612,609	—
Warrants		5,813,804	5,813,804
Unvested restricted stock units		664,258	325,121
Unvested restricted stock awards		33,062	75,654
Total		8,771,020	6,214,579

	Year Ended June 30, 2019
	As reported			Adjustment			As revised
Consolidated Statements of Operations
Change in fair value of derivative liability	$	—		$	(2,015,812	)	$	(2,015,812	)
Net loss		(12,403,215	)		(2,015,812	)		(14,419,027	)
Net loss per share		(2.05	)		—			(2.39	)

	Three Months Ended March 31, 2020
	As reported			Adjustment		As revised
Condensed Consolidated Statements of Operations
Change in fair value of derivative liability	$	—		$	236,917	$	236,917
Net loss		(4,744,129	)		236,917		(4,507,212	)
Net loss per share		(0.38	)		—		(0.36	)

	Year Ended June 30, 2020
	As reported			Adjustment		As revised
Consolidated Statements of Operations
Change in fair value of derivative liability	$	—		$	1,962,034	$	1,962,034
Net loss attributable to Akerna shareholders		(15,534,345	)		1,962,034		(13,572,311	)
Net loss per share		(1.31	)		—		(1.14	)

	Three Months Ended September 30, 2020
	As reported			Adjustment		As revised
Condensed Consolidated Statements of Operations
Change in fair value of derivative liability	$	—		$	762,646	$	762,646
Net loss attributable to Akerna shareholders		(4,741,876	)		762,646		(3,979,230	)
Net loss per share		(0.34	)		—		(0.28	)

	Six Months Ended December 31, 2020
	As reported			Adjustment		As revised
Consolidated Statements of Operations
Change in fair value of derivative liability	$	—		$	746,852	$	746,852
Net loss attributable to Akerna shareholders		(16,957,334	)		746,852		(16,210,482	)
Net loss per share		(1.06	)		—		(1.01	)

	As of June 30, 2019
	As reported			Adjustment			As revised
Consolidated Balance Sheet
Derivative liability	$	—		$	(3,042,000	)	$	(3,042,000	)
Total liabilities		(2,442,503	)		(3,042,000	)		(5,484,503	)
Additional paid-in capital		47,325,421			(1,026,188	)		46,299,233
Accumulated deficit		(25,566,746	)		(2,015,812	)		(27,582,558	)

	As of June 30, 2020
	As reported			Adjustment			As revised
Consolidated Balance Sheet
Derivative liability	$	—		$	(1,058,228	)	$	(1,058,228	)
Total liabilities		(21,955,213	)		(1,058,228	)		(23,013,441	)
Additional paid-in capital		72,906,924			(1,004,450	)		71,902,474
Accumulated deficit		(41,101,091	)		(53,778	)		(41,154,869	)

	As of December 31, 2020
	As reported			Adjustment			As revised
Consolidated Balance Sheet
Derivative liability	$	—		$	(311,376	)	$	(311,376	)
Total liabilities		(19,635,076	)		(311,376	)		(19,946,452	)
Additional paid-in capital		95,090,883			(1,004,450	)		94,086,433
Accumulated deficit		(57,872,599	)		693,074			(57,179,525	)

American Bitcoin Corp 10-Q for FY2021 Q1

About this 10-Q

Headline figures

INDEX

Page Number

AGREEMENT AND PLAN OF REORGANIZATION

ARTICLE I SHARE EXCHANGE

ARTICLE II THE CLOSING

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

ARTICLE VI COVENANTS

ARTICLE VII CONDITIONS TO CLOSING

ARTICLE VIII INDEMNIFICATION

ARTICLE IX TERMINATION

ARTICLE X ADDITIONAL COVENANTS

ARTICLE XI DEFINITIONS

ARTICLE XII MISCELLANEOUS

GLOSSARY OF DEFINED TERMS

AGREEMENT AND PLAN OF REORGANIZATION

ARTICLE I SHARE EXCHANGE

ARTICLE II

THE CLOSING

ARTICLE III

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

ARTICLE VI

COVENANTS

ARTICLE VII

CONDITIONS TO CLOSING

ARTICLE VIII

INDEMNIFICATION

ARTICLE IX

TERMINATION

ARTICLE X

ADDITIONAL COVENANTS

ARTICLE XI

DEFINITIONS

ARTICLE XII

MISCELLANEOUS

The parties, intending to be legally bound, agree as follows:

	●	our ability to sustain our revenue growth rate, to achieve or maintain profitability, and to effectively manage our anticipated growth;
	●	our short operating history makes it difficult to evaluate our business and future prospects;
	●	our dependence on the commercial success of our clients, the continued growth of the cannabis industry and the regulatory environment in which the cannabis industry operates
	●	our ability to attract new clients on a cost-effective basis and the extent to which existing clients renew and upgrade their subscriptions;
	●	the timing of our introduction of new solutions or updates to existing solutions;
	●	our ability to successfully diversify our solutions by developing or introducing new solutions or acquiring and integrating additional businesses, products, services, or content;
	●	our ability to respond to changes within the cannabis industry;
	●	the effects of adverse changes in, or the enforcement of, federal laws regarding our clients’ cannabis operations or our receipt of proceeds from such operations;
	●	our ability to manage unique risks and uncertainties related to government contracts;
	●	our ability to manage and protect our information technology systems;
	●	our ability to maintain and expand our strategic relationships with third parties;
	●	our ability to deliver our solutions to clients without disruption or delay;
	●	our exposure to liability from errors, delays, fraud, or system failures, which may not be covered by insurance;
	●	our ability to expand our international reach;
	●	our ability to retain or recruit officers, key employees, and directors;
	●	our ability to raise additional capital or obtain financing in the future;
	●	our ability to successfully integrate acquired businesses with Akerna’s business within anticipated timelines and at their expected costs;
	●	our ability to complete planned acquisitions on time or at all due to failure to obtain stockholder approval or governmental or regulatory clearances, or the failure to satisfy other conditions to completion, or the failure of completion for any other reason;
	●	our response to adverse developments in the general market, business, economic, labor, regulatory, and political conditions, including worldwide demand for cannabis and the spot price and long-term contract price of cannabis;
	●	our response to competitive risks;
	●	our ability to protect our intellectual property;
	●	the market reaction to negative publicity regarding cannabis;
	●	our ability to manage the requirements of being a public company;
	●	our ability to service our convertible debt;
	●	our ability to effectively manage any disruptions to our business and/or any negative impact to our financial performance caused by the economic and social effects of the COVID-19 pandemic and measures taken in response; and
	●	other factors discussed in other sections of this Quarterly Report on Form 10-Q, including the sections of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and under Part II, Item 1A. “Risk Factors” and in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission, or the SEC, on March 31, 2021, under Part I, Item 1A, “Risk Factors.”

	Three Months Ended March 31,						Change
	2021			2020			Period over Period
Revenues:
Software	$	3,795,153		$	2,346,310		$	1,448,843		62	%
Consulting		172,747			692,584			(519,837	)	(75)	%
Other		46,124			31,652			14,472		46	%
Total revenue		4,014,024			3,070,546			943,478		31	%

Cost of revenues		1,454,167			1,396,219			57,948		4	%
Gross profit		2,559,857			1,674,327			885,530		53	%
Gross profit margin		64	%		55	%

Operating expenses:
Product development:		1,424,100			874,787			549,313		63	%
Sales and marketing		1,735,915			2,040,751			(304,836	)	(15)	%
General and administrative		1,852,962			3,457,262			(1,604,300)		(46)	%
Depreciation and amortization		1,052,883			180,229			872,654		nm
Total operating expenses		6,065,860			6,553,029			(487,169	)	(7)	%

Loss from operations	$	(3,506,003	)	$	(4,878,702	)	$	(1,372,699)		28	%

	●	share-based compensation expense, because this represents a non-cash charge and our mix of cash and share-based compensation may differ from other companies, which effects the comparability of results of operations and liquidity;
	●	cost incurred in connection with business combinations that are required to be expensed as incurred in accordance with GAAP, because business combination related costs are specific to the complexity and size of the underlying transactions as well as the frequency of our acquisition activity these costs are not reflective of our ongoing operations;
	●	costs incurred in connection with debt issuance when we elect the fair value option to account for the debt instrument because if we had not elected the fair value option such costs would be recognized as an adjustment to the effective interest and excluded from EBITDA;
	●	Changes in the fair value of derivative liability as the fair value of these instruments changes period over period on the basis of factors not reflective of operating results, which effects the comparability of results of operations and liquidity;
	●	restructuring costs because we believe these costs are not representative of operating performance;
	●	equity in earnings (losses) of investees because our share of the operations of investees is not representative of our own operating performance and may not be monetized for a number of years; and
	●	other non-operating expenses which include a one-time gain on asset sale, which effects the comparability of results of operations and liquidity.

	Three Months Ended March 31,
	2021			2020
Cash (used in) provided by:
Operating activities	$	(1,373,818	)	$	(3,913,769	)
Investing activities		(704,637	)		(557,132	)
Financing activities		(333,847	)		—
Effect of change in exchange rates on cash and restricted cash		(1,579	)		—
Net decrease in cash and restricted cash	$	(2,413,881	)	$	(4,470,901	)

3.1		Amended and Restated Certificate of Incorporation of Akerna Corp. (incorporated by reference to Exhibit 3.1 to Akerna Corp.’s Form 8-K as filed with the Commission on June 21, 2019)
3.2		Amended and Restated Bylaws of Akerna Corp. (incorporated by reference to Exhibit 3.1 to Akerna Corp.’s Form 8-K as filed with the Commission on June 21, 2019)
10.1		Agreement and Plan of Reorganization with Navigator Acquisition Corp. dated March 10, 2021
31.1		Section 302 Certification of Principal Executive Officer.
31.2		Section 302 Certification of Principal Financial Officer.
32.1		Section 906 Certification of Principal Executive Officer
32.2		Section 906 Certification of Principal Financial Officer.
101		XBRL (Extensible Business Reporting Language). The following materials from Akerna Corp’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, tagged in XBRL: (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of operations; (iii) condensed consolidated statements of comprehensive income; (iv) condensed consolidated statements of cash flows; and (v) notes to condensed consolidated financial statements.

	By:	/s/ Jessica Billingsley
		Jessica Billingsley, Chief Executive Officer and Director (Principal Executive Officer)

		May 21, 2021

	By:	/s/ John Fowle
		John Fowle, Chief Financial Officer (Principal Financial and Accounting Officer)

		May 21, 2021

	Table of Contents
		Page
	ARTICLE I SHARE EXCHANGE
1.01	Share Consideration	1
1.02	Withholding	1
	ARTICLE II THE CLOSING
2.01	The Closing	2
2.02	Effective Time; Closing Transactions	2
2.03	Share Issuance	3
2.04	Earnout Shares and Payments	3
2.05	Share Consideration Adjustments	4
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.01	Organization and Good Standing; No Subsidiaries	7
3.02	Due Authorization; Enforceability	7
3.03	No Conflicts; Required Filings and Consents	7
3.04	Title to Shares; Capitalization	8
3.05	Financial Statements and Other Financial Matters; No Undisclosed Liabilities	8
3.06	Absence of Certain Changes	9
3.07	Tax Matters	9
3.08	Contracts	11
3.09	Intellectual Property	13
3.10	Legal Proceedings	15
3.11	Orders	15
3.12	Employee Benefit Plans	15
3.13	Insurance	16
3.14	Legal Requirements and Permits	16
3.15	Environmental Matters	17
3.16	Relationships with Related Persons	17
3.17	Employees; Employment Matters and Independent Contractors	17
3.18	Material Customers and Suppliers	18
3.19	No Brokers	18
3.20	Title, Condition and Sufficiency of Assets	18
3.21	Data Protection and Privacy	18
3.22	Company Information	19
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER
4.01	Title to Company Shares	20
4.02	Organization and Good Standing	20
4.03	Due Authorization; Enforceability	20

4.04	No Conflicts; Consents	20
4.05	Legal Proceedings	21
4.06	Legal Requirements	21
4.07	No Brokers	21
4.08	Investment Information	21
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER
5.01	Organization and Good Standing	23
5.02	Due Authorization; Enforceability	23
5.03	No Conflicts; Consents	23
5.04	Capitalization	24
5.05	Subsidiaries	24
5.06	Legal Proceedings	25
5.07	SEC Filings and Financial Statements	25
5.08	Legal Requirements	25
5.09	No Brokers	26
5.10	Buyer Information	26
	ARTICLE VI COVENANTS
6.01	Conduct of the Business	26
6.02	Access to Books and Records	27
6.03	Efforts to Consummate	28
6.04	Exclusive Dealing	28
6.05	Notification	28
6.06	Non-Competition and Non-Solicitation	29
6.07	Migration of Assets	30
6.08	Transferred Employees	30
	ARTICLE VII CONDITIONS TO CLOSING
7.01	Conditions to Buyer’s Obligations	30
7.02	Conditions to Seller’s and the Company’s Obligations	31
	ARTICLE VIII INDEMNIFICATION
8.01	Survival	31
8.02	Indemnification	32
8.03	Limitations	32
8.04	Claim Procedures	33
8.05	Determination of Amount	33
8.06	Third Person Claims	33
8.07	Tax Treatment of Indemnification Claims	34
8.08	Escrow Release	34
8.09	Exclusive Remedy	34

	ARTICLE IX TERMINATION

9.01	Termination	34
9.02	Effect of Termination	35

	ARTICLE X ADDITIONAL COVENANTS

10.01	Disclosure Schedules	35
10.02	Tax Matters	35
10.03	Buyer Common Stock Matters	37

	ARTICLE XI DEFINITIONS

11.01	Definitions	38
11.02	Other Definitional Provisions	46

	ARTICLE XII MISCELLANEOUS

12.01	Press Releases and Public Announcements	46
12.02	Transfer Taxes	46
12.03	Expenses	46
12.04	Notices	46
12.05	Succession and Assignment	47
12.06	Severability	47
12.07	References	48
12.08	Construction	48
12.09	Amendment and Waiver	48
12.10	Entire Agreement	48
12.11	Parties in Interest	48
12.12	Delivery by Facsimile or Email	48
12.13	Counterparts	49
12.14	Governing Law	49
12.15	Jurisdiction	49
12.16	Specific Performance	49

INDEX OF EXHIBITS AND SCHEDULES

Exhibit A:	Form of Escrow Agreement
Exhibit B:	Form of Lock-Up Agreement
Exhibit C:	Form of Transition Services Agreement

Schedule	Description
3.03(b)	Required Filings and Consents
3.04(a)	Capitalization
3.05(a)	Financial Statements
3.05(e)	Accounts Receivable Exceptions
3.06	Absence of Certain Changes
3.07	Tax Matters
3.08(a)	Material Contracts
3.08(b)	Material Contract Exceptions
3.09	Company Intellectual Property
3.10	Legal Proceedings
3.11	Orders
3.12(i)	Employee Transaction Payments
3.13	Insurance
3.16	Relationships with Related Parties
3.17(a)	Labor Union Matters
3.18	Material Customers and Suppliers
3.20	Title, Condition and Sufficiency of Assets
6.08	Transferred Employees