Documente Academic
Documente Profesional
Documente Cultură
Transaction ID 59082410
Case No. 12297-VCS
12297 - VCS
REDACTED
PUBLIC VERSION
EXHIBIT B
14th
EXHIBIT C
08/20/14
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
01
SECTION ONE
INTRO SLIDE CALLAWAY
Network Effect:
Geographic Reach
Timely, Accurate & Actionable
Broad & Deep Coverage with
Docs
Technology Leader:
Dave Conway joins iSqFt as CEO with 5 employees and approximately $268,000 of revenue
Rebranded Construction Software Technologies to iSqFt
Created the first Web-based preconstruction software solution
2001
Secured strategic national partnership with the Associated General Contractors of America
2011
2012
2014
Subcontractors
Document Management,
Contact Management,
Communication, Bidding,
Prequalification, Project
Leads, Takeoff
Network Promotion,
Project Leads, Lead
Management, Takeoff
Manufacturers
Lead Management,
Network Promotion,
Advertising, Report
Management, Takeoff
Project Owners
Document Management,
Contact Management,
Communication, Bidding
Document Management,
Contact Management,
Communication, Bidding
Industrys Largest
Proprietary User
Network
SaaS Collaboration
Platform
Formed as Builders Information Group with VC by Adobe Ventures & Archie Cox
Developed information infrastructure to support low cost product / long-tail model
2004
BETA live in Chicago Metro. Ramped to New York, D.C. / Baltimore, L.A. & San Francisco
2005
2010
Launch of outbound sales organization for Contractor market / initiated movement upstream
2012
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
10
02
SECTION TWO
Operations Overview
11
12
Identify Subcontractors
/ Contact Management
Prequalify
Subcontractors
Invite
Subcontractors to
Bid
Use iSqFts
prequalification system
to review subcontractor
credentials
Invite known
subcontractors to
review project info
Manage Bids
Communicate project
updates
Receive & review bids
Notify awarded parties
13
Subcontractor Statistics
More than 9,300 subcontractor customers
Approximately 40.5 million invitations to bid
received in the past 12 months
Approx. $22M Recurring Revenue
Digital Takeoffs
Win Work
Receive notifications of
winning bids through the
iSqFt Network
Connect with general
contractor to receive future
work and become eligible
for private projects
14
View Construction
Project Data
View and download
detailed plans and
specifications from the
project listing
Identify customer needs by
viewing detailed plans and
specifications
Promote Products
Promote and advertise
construction products to
prospective customers with
identified needs
Run Reports
15
16
Subcontractor Sales
Reps - Monthly commission based on cash receipts & new booking value in a month (100-150% Leverage)
Sales Managers - based on Team ACV (30% Leverage)
Manufacturing Sales
Reps - Monthly commission plan based on ACV bookings & cash receipts each month and new renewal contracts (70125% Leverage)
Sales Managers - based on Team ACV (30-50% Leverage)
17
18
Cold Call
Takeoff
Email Marketing
Corporate Website
Call In
Application
Jan-Jul '12
Jan-Jul '13
Jan-Jul '14
19
20
21
Sources of Content
22
23
24
Market
Reporting Mgr
Quality Mgr
Formatting
POC
Market Lead
Reporter III
Reporter II
BC
BCC
Civil
Quality
Analysts
Reprography
Mgr
Data Analyst
EPV Team
Report I
Partners
Offshore
Efficiency
Application
Reprography &
Partner
Support
25
26
27
28
Salesforce
Admin
Marketing
Mgr
Sub PM
GC PM
Content
Mgr
Communic
ations Mgr
Digital
Marketing
Mgr
BPM PM
User
Experience
PM
Systems
Admin
Systems
Admin
29
Functional
Requirements Doc
Captures high-level
objectives &
requirements
Document Includes:
Background
Objectives:
Benefit to business
Revenue Opportunity
Identified Research
Go-to-Market
Considerations (Sequencing)
Success Criteria
Factors & Considerations
Preliminary Scope Estimate
(Sm/Md/Lg) & Category
(SaaS, Ntwk, Content,
Backend)
Release
Prep
3 Months
Release
Market
Requirements Doc
Release
MRD
Review
31
32
Development
Manager
Quality Manager
Director of
Infrastructure
Software
Engineers-14
Quality
Assurance
Analysts-5
System Admin-3
External
Engineers-3
Operations - 3
Co-op Program-2
System Analyst
DBAs-5
Application
Architect
Application
Architect
Support-2
33
34
~350 TB Storage
35
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
36
03
SECTION THREE
Operation Overview
37
38
Launched in 2012
Visual Analytics
Searchable
Documents
Pinpoint specific
keywords in the
plans and specs of a
project by searching
for specialized words
or phrases, such as a
product or a
competitor.
View
Construction
Project Data
View and download
detailed plans and
specifications from
the project listing
Identify customer
needs by viewing
detailed plans and
specifications
Promote
Products
Automatically send
emails to project
architects and
engineers in their
design stages
Multi-format
data feeds
Integrate BidClerk's
leads directly into your
systems through
customizable import
and delivery methods to
meet the needs of your
organization.
CSV, XML, PDF
39
Project database
with over 500k
projects
2k new and
updated projects
per day
Plans &
specifications
Keyword searchable
documents
Download the exact
files that you need.
Access to key
decision makers
Searchable
trade details
Keyword search
Detailed contact
data
Multi-field faceted
search delivers
instant results
170k companies
Bidders
Directory
Network with
bidders on projects
using our Bidders
Directory.
40
Contractor
Enterprise
3 day trial
Architectural Directory
25 page views
Bidders Directory
Bidders Directory
Bidders
Directory
LinkedIn
1 state
3 states
XML Delivery
Customizable region
access
Spec Analytics
41
Service Team
Enterprise Sales
Director of
Customer
Service
VP of Building
Products Group
VP of Sales
Sales
Manager
Sales
Manager
Director of Sales
Director of Sales
Contractor
Team Lead
Contractor
Enterprise
Sales Reps
Sales Reps
Sales Reps
Sales Reps
CS Reps (6)
CS Reps (3)
Sources
Sources
Web Leads
Cold Calling
Enterprise
Team Lead
Reactivations
Existing
Relationships
Cold Calling
Trade Shows
42
Compensation philosophy
Commission paid on actual cash collected less any refunds during current month.
Revenue categorized by New or Recurring
Designed to drive new sales
Go to market strategy
Focused on commercial construction participants
Lead Generation focused primarily on:
Web Registrations: average 2895 per month for 2014 (total of 172,908 in database)
Reactivation of Inactive accounts
Leads automatically assigned via our assignment engine
REDACTED PUBLIC VERSION. FILED ON JUNE 1, 2016.
43
44
Compensation philosophy
Monthly target comprised of a new business goal and renewal dollars.
Averages
per outside sales representative.
The goal of the compensation plan is to reward/incentivize new business performance
and sell sticky business with a high probability of renewal.
Go to market strategy
Direct solicitation targeting the top
BPMs nationally
Averaging
on-line prospect demonstrations per month
engagements per day
Inside Sales is expected to make
Trade shows
45
Sales Cycle
The sales cycle for Enterprise lasts several months and in many cases requires a trial of our service.
Prospecting, prospect qualification, presentation, trial, analyze feedback
46
47
Research Team
Research teams are comprised of 7 teams with
direct supervisors
Each team is dedicated to a specific U.S. region
or vertical market segment.
Research specializations include regional bid,
national retail bid, public / government sector
reporting and project lead updating
Each team has dedicated researchers who
develop relationships with developers,
architects, and general contractors
Content is overseen by team leaders / associate
editors and assistant team leaders / editorial
coordinators
48
Research Manager
Regional
Team A
Regional
Team B
Regional
Team C
Public
Team
National
Team
Associate Editors
Editorial Coordinators
National Bid
Reporters
Architectural
Reporters
Bid Reporters
Public Data
Reporters
Research
Reporters
Documents
Team
49
50
Research Reporter
GC Bid Reporter
Public Data
Architectural
National Bid
Editorial Coordinator
Associate Editor
Training
Quality Assurance
Assists associate editor
Quality Assurance
Responsible for all content
published in their designated
region / segment.
51
52
New Projects
Cost Per Project
2010
2011
2012*
2013
53
Project Updates *
Cost Per Update
2010
2011
2012
2013
54
55
BidClerk IT Organization
IT Organization FTEs
CIO
Sr. Developer
/ Linux Admin
Database
Administrator
Data Analyst
Project
Manager
Business
Analyst
Quality
Assurance
Software Dev.
Manager
Sr. Software
Developer
Software
Developer (3)
56
57
Construct Initial
Plan
Project purpose is
verified
Detailed project
objectives
developed
Scope is determined
& sub-projects
created if necessary
Organize Teams
Divide Work
Estimate Duration
Finalize Plan
Execute Plan
Clearly define
objectives, time
frame, and
deliverables
Analyze progress
Project evaluation
reports addressing
concerns
Close Project
58
59
Hosted in a secured
datacenter with
redundant power and
HVAC
24 x 7 x 356 managed
environment, 100%
uptime SLA
Redundant web,
application, and database
server environment
60
61
Java
Spring 3
Apache Tomcat
Apache SOLR
MS SQL 2008 R2
JQuery
62
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
63
05
SECTION FIVE
FINANCIALS
64
65
65
2009
2010
2011
Projected Period
2012
2013
2014E
2015P
Revenue
Recurring Revenue
Non-Recurring Revenue
Total Revenue
% Growth
Total Cost of Sales
Gross Profit
Gross Margin
Operating Expenses
Sales and Marketing
General and Administrative
Total Operating Expenses
EBITDA
EBITDA Margin
Source: iSqFt Management. Financials have been adjusted for non-recurring revenue and expense items. EBITDA excludes capitalized software.
66
Revenue Visibility
Revenue Visibility
2008
2009
2010
Recurring Revenue
2011
2012
2013E
Non-Recurring Revenue
2014P
($ in thousands)
67
by 2016
68
Dedicated staff focused on ensuring high retention for each customer segment
Subcontractor Revenue
Retention Rate
General Contractor
Revenue Retention Rate
Total Retention
2011
Source: Management.
2012
Manufacturer Revenue
Retention Rate
Total Retention
2011
Source: Management.
2012
Total Retention
2011
2012
Source: Management.
69
BidClerk is projecting
strong organic revenue
growth and margin
expansion
Financial projections
presented on a standalone basis
2009
Historical Period
2010
2011
2012
2013
Projected Period
2014E
2015P
Revenue
Recurring Revenue
Non-Recurring Revenue
Total Revenue
% Growth
Total Cost of Sales
Gross Profit
Gross Margin
Operating Expenses
Sales and Marketing
General and Administrative
Total Operating Expenses
EBITDA
EBITDA Margin
Source: BidClerk Management. Financials have been adjusted for non-recurring expense items including executive stock-based compensation
70
by 2016
71
Enterprise Revenue
Retention Rate
Total Retention
2011
2012
2013
Total Retention
1H 2014
2013
1H 2014
72
BidClerk
iSqFt
Total
ACV
% of 2014
Forecast Revenue
Customer #1
Customer #2
Customer #3
Customer #4
Customer #5
Customer #6
Customer #7
Customer #8
Customer #9
Customer #10
Top 10 Total
Based on combined pro forma forecasted revenues for 2014
73
73
Todays Agenda
9:00-9:30 AM ET
9:30-11:00 AM ET
11:00-12:30 PM ET
12:30-1:30 PM ET
1:30-3:30 PM ET
3:30-6:30 PM ET
3:30-TBD
74
05
SECTION FIVE
COMBINED BUSINESS STRATEGY
75
76
Network Effect:
Geographic Reach
Timely, Accurate & Actionable
Broad & Deep Coverage with
Docs
Technology Leader:
77
Base Case
2015 Synergies
Revenues
Operating Expenses
Selling & Marketing
Supply Chain
Technology
G&A
Total Operating Exp
EBITDA, Adjusted
Adjusted EBITDA, as
a % of Revenues
18.8%
38.2%
78
79
iSqFt Customers
Overlap
502
30
2,698
129
2,423
98
3,578
136
1,910
89
11,118
482
Grand Total
West
Southwest
South
Midwest
East
-
2,000
4,000
6,000
iSqFt Customers
8,000
10,000
12,000
14,000
Overlap
80
81
Planning
Currently a
BidClerk
process
Public Bidding
Significant
Overlap
Private Bidding
BidClerk
actively pursues
private sector
projects.
Documents
Bid Results
iSqFt is focused
on document
collection
BidClerk does
not pay for
documents
iSqFt is focused
on obtaining
bid results.
BidClerk
iSqFt
*Not to scale, for comparative purposes only
82
Planning
Public Bidding
No change
Planned
improvements
Private Bidding
Documents
Bid Results
No Change
Timeliness
Updates
BidClerk
iSqFt
*Not to scale, for comparative purposes only
83
SUPPLY CHAIN
2 0 1 5 Pro F orm a
Before Synergies
Base C ase
Aggressive C ase
C om m ents
US Based
iSqFt
BidClerk Based
Total
Offshore
iSqFt (
BidClerk (
Total
C ost to Acquire Plans / Specs
Scanning
Plan Acquisition
Courier Expense
Planroom Expense
Total
AGC Revenue Share Ex pense
Total
Rounded
84
Synergy Roadmap
85
86
2 0 1 5 Pro F orm a
Before Synergies
Base C ase
Aggressive C ase
$1,180.1
$1,180.1
$380.0
$380.0
($190.0)
($190.0)
$300.0
$300.0
$1,670.1
$1,670.1
C om m ents
$419.9
$419.9
$419.9
$419.9
$2,090.0
$2,090.0
$2,100.0
$2,100.0
87
2 0 1 5 Pro F orm a
Before Synergies
Base C ase
2 0 1 5 Pro F orm a
Before Synergies
Aggressive C ase
Base C ase
Aggressive C ase
M ark eting
iSqFt Activities
BidClerk Pay Per Click (PPC)
General Contractors (
Total
Total
88
2 0 1 5 Pro F orm a
Before Synergies
Base C ase
2 0 1 5 Pro F orm a
Before Synergies
Aggressive C ase
Base C ase
Aggressive C ase
iSqFt
iSqFt
BidClerk
BidClerk
Total Finance
Hum an Resources
iSqFt
iSqFt
BidClerk
BidClerk
iSqFt
iSqFt
BidClerk
)
Total Executive
BidClerk
Total Technical Support
Total
)
89
90
Contractors
Leads & Promotion
Takeoff
Walk-ups
Project Leads
Project Promotion
Lead Manager (Beta)
Unpaid
Contacts
Leads
ITB/RFQ/PQ Recipients
91
92
Materials Database
93
Target
Business Category
Annual
Revenue
Target 1
Target 2
Target 3
Target 4
Target 5
Target 6
Total Potential Acquisition Revenue
94
Network Effect:
Geographic Reach
Timely, Accurate & Actionable
Broad & Deep Coverage with
Docs
Technology Leader:
95
EXHIBIT D
iSqFt + BidClerk
Profit and Loss Report
EXHIBIT A
FORM OF LIMITED GUARANTEE
0.0 01
Exhibit A
LIMITED GUARANTEE
This Limited Guarantee (this Guarantee) is made as of September 2, 2014, by Genstar
Capital Partners VI, L.P., a Delaware limited partnership (the Guarantor), in favor of
Construction Software Technologies, Inc., a Delaware corporation (CST), BidClerk, Inc., a
Delaware corporation (BC and, together with CST, the Sellers), Fortis Advisors LLC, as
CST Stockholder Representative (CST Stockholder Representative) and Archibald Cox, Jr., as
BC Stockholder Representative (BC Stockholder Representative and, together with CST
Stockholder Representative, the Stockholder Representatives).
The Sellers and the
Stockholder Representatives are referred to herein collectively as the Seller Parties).
WHEREAS, reference is made herein to that certain Agreement and Plan of Merger
dated as of the date hereof (the Agreement), by and among Blueprint Sub, Inc., a Delaware
corporation (Parent), BC Merger Sub, Inc., a Delaware corporation (Merger Sub BC), CST
Merger Sub, Inc., a Delaware corporation (Merger Sub CST, and together with Parent and
Merger Sub BC, the Genstar Entities) and the Seller Parties. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
NOW, THEREFORE, as an inducement to the Seller Parties to enter into the
Agreement and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, the Guarantor undertakes and agrees for the benefit of
the Seller Parties as follows:
1.
The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
due and punctual payment, observance, performance and discharge when due of all debts,
liabilities and other obligations of any kind, nature and description of the Genstar Entities to any
of the Seller Parties pursuant to the Agreement (the Obligations). Notwithstanding any of the
terms or conditions of this Guarantee, Guarantor shall not have any obligation or liability to any
Person relating to, arising out of or in connection with the Agreement, this Guarantee, or any of
the transactions contemplated thereby or hereby, or any other agreement or instrument
contemplated thereby or hereby, other than as expressly set forth herein. Guarantor shall make
prompt payment (in any event, no later than five (5) business days after written demand by the
Seller Parties therefor) to the Seller Parties of the amount of any Obligation if and when due
under the Agreement. In furtherance of the foregoing, the Guarantor acknowledges that this
Guarantee is one of payment, not collection, and that the Seller Parties may, in their sole
discretion, bring and prosecute a separate action or actions against the Guarantor for the full
amount of the Obligation, regardless of whether action is brought against the Genstar Entities or
whether any of the Genstar Entities or any other Person is joined in any such action or actions.
Notwithstanding anything to the contrary contained herein, the Guarantor shall have the right to
assert any defenses which the Genstar Entities may have under the Agreement or otherwise with
respect to the payment or performance of any of the Obligations the Seller Parties demand be
paid or performed by Guarantor.
2.
(a)
Guarantor is a limited partnership, validly existing and in good standing
under the laws of the State of Delaware, and has all requisite power and authority necessary to
3119961
execute and deliver this Guarantee, and to perform its obligations hereunder. The execution,
delivery and performance by Guarantor of this Guarantee have been approved by the requisite
limited partnership action, and no other action on the part of Guarantor is necessary to authorize
the execution, delivery and performance by Guarantor of this Guarantee.
(b)
This Guarantee has been duly executed and delivered by Guarantor and,
assuming due authorization, execution and delivery of this Guarantee by the Seller Parties,
constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in
accordance with its terms, subject to applicable bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium and similar Legal Requirements now or hereafter in effect relating to
or affecting creditors rights and remedies generally and to general principles of equity. Neither
the execution and delivery of this Guarantee by Guarantor, nor performance by Guarantor of its
obligations pursuant to the Guarantee, will (x) conflict with or violate any provision of the
Organizational Documents of Guarantor, (y) violate any Legal Requirement applicable to
Guarantor, or (z) violate or constitute a material default under any of the terms, conditions or
provisions of any Contract to which Guarantor is a party.
(c)
Guarantor has and shall have when required pursuant to this Guarantee, the
financial capacity to pay and perform its obligations under this Guarantee (including payment of
the Obligations), and all funds necessary to fulfill those obligations (including payment of the
Obligations) shall be available to Guarantor for as long as this Guarantee remains in effect.
Without limiting the generality of the foregoing, Guarantor has uncalled capital commitments
equal to or greater than the amount of the Obligations and the enforceable right to call such
capital to fund commitments under this Guarantee.
3.
Guarantor agrees that its obligations hereunder shall not be released or discharged,
in whole or in part, or otherwise affected by (a) the failure or delay on the part of the Seller
Parties to assert any claim or demand or to enforce any right or remedy against the Genstar
Entities or Guarantor; (b) any change in the time, place or manner of payment of the Obligations,
or any rescission, waiver, compromise, consolidation or other amendment or modification of any
of the terms or provisions of the Agreement made in accordance with the terms thereof or any
agreement evidencing, securing or otherwise executed in connection with the Obligations; (c) the
addition, substitution or release of any entity or other Person now or hereafter liable with respect
to the Obligations or otherwise interested in the transactions contemplated by the Agreement; (d)
any change in the corporate existence, structure or ownership of any of the Genstar Entities or
any other Person now or hereafter liable with respect to the Obligations or otherwise interested in
the transactions contemplated by the Agreement; (e) any insolvency, bankruptcy, reorganization
or other similar proceeding affecting any of the Genstar Entities or any other Person now or
hereafter liable with respect to the Obligations or otherwise interested in the transactions
contemplated by the Agreement; (f) the adequacy of any other means the Seller Parties may have
of obtaining payment or performance related to the Obligations; or (g) any discharge of
Guarantor as a matter of applicable Legal Requirements (other than the discharge of Guarantor
with respect to the Obligations as a result of payment or performance of the Obligations in
accordance with their terms).
4.
To the fullest extent permitted by Legal Requirements, Guarantor hereby
expressly waives: (i) any and all rights or defenses arising by reason of any Legal Requirement
3119961
which would otherwise require any election of remedies by the Seller Parties; (ii) promptness,
diligence, grace, notice of the acceptance of this Guarantee and of the Obligations, presentment,
demand for payment, notice of non-performance, default, dishonor and protest, notice of the
Obligations incurred and all other notices of any kind, all defenses which may be available by
virtue of any valuation, stay, moratorium Legal Requirement or other similar Legal Requirement
now or hereafter in effect or any right to require the marshalling of assets of the Genstar Entities
or any other Person now or hereafter liable with respect to the Obligations or otherwise
interested in the transactions contemplated by the Agreement; (iii) all suretyship defenses
generally; and (iv) any and all notice of the creation, renewal, extension or accrual of the
Obligations and notice of or proof of reliance by the Seller Parties upon this Guarantee or
acceptance of this Guarantee. The Obligations shall conclusively be deemed to have been
created, contracted or incurred in reliance upon this Guarantee, and all dealings between the
Genstar Entities or Guarantor, on the one hand, and the Seller Parties, on the other hand, shall
likewise be conclusively presumed to have been had or consummated in reliance upon this
Guarantee. Guarantor acknowledges that it will receive substantial direct and indirect benefits
from the transactions contemplated by the Agreement and that the waivers set forth in this
Guarantee are knowingly made in contemplation of such benefits.
5.
No failure on the part of the Seller Parties to exercise, and no delay in exercising,
any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise by the Seller Parties of any right, remedy or power hereunder preclude any other
or future exercise of any right, remedy or power. Each and every right, remedy and power
hereby granted to the Seller Parties or allowed it by Legal Requirement or other agreement
(including the Agreement) shall be cumulative and not exclusive of any other and may be
exercised by the Seller Parties at any time or from time to time. When pursuing its rights and
remedies hereunder against Guarantor, the Seller Parties shall be under no obligation to pursue
such rights and remedies it may have against the Genstar Entities or any other Person for the
Obligations, and any failure by the Seller Parties to pursue such other rights or remedies or to
collect any payments from the Genstar Entities shall not relieve Guarantor of any liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Seller Parties.
6.
This Guarantee is a continuing Guarantee and shall be binding upon Guarantor
until the complete and indefeasible payment, performance and satisfaction in full of the
Obligations, in the event the Obligations arise pursuant to the Agreement. Notwithstanding the
foregoing, this Guarantee shall terminate and Guarantor shall have no further obligations under
this Guarantee (i) as of the termination of the Agreement in accordance with Article 11 thereof
under circumstances in which no Obligations are payable or (ii) following the termination of the
Agreement in accordance with Article 11 thereof, if Obligations are payable as of such
termination, at such time as such Obligations are no longer payable.
7.
Each party hereto hereby unconditionally and irrevocably agrees that it (i) shall
not institute, and shall cause its affiliates not to institute, any Claim asserting that this Guarantee
is illegal, invalid or unenforceable in accordance with its terms and (ii) will comply in all
respects with all applicable Legal Requirements and orders to which it may be subject if failure
to so comply would impair its ability to perform its obligations under this Guarantee.
3119961
8.
Guarantor hereby agrees that the Obligations shall not be deemed to have been
released, dismissed, impaired, reduced, discharged, paid, observed or performed or affected as
the result of the bankruptcy, insolvency, disability, dissolution, termination, receivership,
reorganization or lack of corporate or other power of Parent, and Guarantors liability in respect
thereof shall continue and not be discharged, including the case where any payment or
performance thereof by Parent is recovered from or paid over by or on behalf of the Seller
Parties by reason of a fraudulent transfer by Parent, or as a preference in any bankruptcy of
Parent. The Seller Parties shall not be obligated to file any claim relating to the Obligations in
the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and
the failure of the Seller Parties to so file shall not affect Guarantors obligations hereunder. In
the event that any payment to the Seller Parties in respect of the Obligations is rescinded or must
otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder with
respect to the Obligations as if such payment had not been made.
9.
No waiver, modification or amendment of any provisions of this Guarantee shall
be effective except pursuant to a written agreement signed by the Seller Parties and Guarantor,
and then such waiver shall be effective only in the specific instance and for the purpose for
which given. This Guarantee shall be binding upon and inure to the benefit of the successors-ininterest and permitted assigns of each party hereto. No rights or obligations hereunder shall be
assignable (by operation of law or otherwise) by Guarantor or the Seller Parties without the prior
written consent of the Seller Parties or Guarantor, as the case may be.
10.
This Guarantee may be executed and delivered (including by facsimile or other
electronic transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
11.
This Guarantee shall be governed by and construed in accordance with the laws of
the State of Delaware, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof. Any Claim seeking to enforce any provision of, or based
on any matter arising out of or in connection with this Guarantee shall be governed by Section
14.10 of the Agreement. The limitations contained in Section 12.4(h) of the Agreement shall
apply to any Claim hereunder. This Section 11 shall survive termination of this Guarantee.
12.
Guarantor agrees to pay on demand all reasonable out-of-pocket expenses
(including reasonable fees of counsel) incurred by the Seller Parties in connection with the
enforcement of their rights hereunder if (i) (A) Guarantor asserts in any Claim that this
Guarantee is illegal, invalid or unenforceable in accordance with its terms and (B) the Seller
Parties prevail in such Claim or (ii) Guarantor fails or refuses to make any payment to the Seller
Parties hereunder when due and payable or perform any obligation hereunder when required to
be performed, and it is judicially determined that Guarantor is required to make the payment or
perform the obligation hereunder.
13.
All notices, requests, claims, demands and other communications hereunder shall
be given by the means specified in the Agreement (and shall be deemed given as specified
therein), as follows:
3119961
If to Guarantor:
Genstar Capital Partners VI, L.P.
Four Embarcadero Center
Suite 1900
San Francisco, CA 94111-4191
Attention: Eli P. Weiss
Facsimile No.: (415) 834-2383
with a copy to:
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
Attention: Michael Kaplan
Facsimile No.: (310) 203-7199
If to the Seller Parties, as provided in the Agreement.
14.
EACH PARTY, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY,
WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTEE OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE.
15.
This Guarantee constitutes the entire agreement among the parties hereto with
respect to the Obligations and supersedes all prior agreements and understandings, both written
and oral, among the parties hereto with respect to the Obligations and, except as specifically
provided herein, is not intended to confer upon any Person other than the parties hereto any
rights or remedies hereunder.
16.
The parties hereto agree that they have been represented by counsel during the
negotiation and execution of this Guarantee and, therefore, waive the application of any Legal
Requirement providing that ambiguities in an agreement or other document will be construed
against the party drafting such agreement or document.
3119961
By:
Name:
Title:
CST:
CONSTRUCTION SOFTWARE
TECHNOLOGIES, INC.
By:
Name:
Title:
BC:
BIDCLERK, INC.
By:
Name:
Title:
By:
Name: Ryan Simkinm
Title: Managing Director
BC Stockholder Representative: