In order to be considered eligible to receive a potential exemption from the Rights Agreement ownership limitation, you must submit a written Indication of Interest to the Company.  This written Indication of Interest should be sent by electronic mail directly to the Company's Chief Financial Officer at the following address:

Cameron Way
Chief Financial Officer
Onvia, Inc.

Please note that the Indication of Interest should include the following information:

  • The name and address of the stockholder
  • The number of additional shares the stockholder desires to purchase
  • The number of shares beneficially owned by the stockholder (together with its "affiliates" and "associates" (as defined in the Rights Agreement) on the date of the Indication of Interest
  • The name of the party for whose economic benefit the shares are being purchased

Process for Allocating the Right to Purchase Additional Shares
Upon receipt of Indications of Interest, the independent Board committee will determine, in the exercise of its business judgment, whether and on what terms to grant limited exemptions from the Rights Agreement.

The independent Board committee may grant exemptions based upon, among other factors:  (i) the aggregate level of interest in buying shares above plan limits; (ii) the resulting impact of the purchases on the Company's net operating loss carry forwards; and (iii) the desire to treat all stockholders in a fair and equitable manner and to maximize long-term stockholder value.

Please note that any exemptions may be conditioned upon obtaining appropriate representations, warranties, and covenants to ensure compliance with applicable law and to protect the interests of all stockholders and note that at the time the exemptions (if any) are granted, the Company may provide additional public disclosure.