Execution Copy
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into this 25th day of February, 1999, by and between Datatec Systems, Inc., a
Delaware corporation (the "Company") and each of the Purchasers named on the
execution pages hereof (each a "Purchaser" and collectively, the "Purchasers").
In consideration of the premises and of the mutual
representations, warranties and covenants hereinafter set forth, the Company and
each Purchaser hereby agree as follows:
ARTICLE I
The Purchase and Sale
1.1 The Purchase and Sale. (a) Subject to the terms and
conditions set forth herein, at the Closing described below, the Company will
sell and each Purchaser will purchase, the number of shares (the "Shares") of
the common stock, $.001 par value per share, of the Company (the "Common Stock")
set forth on Schedule A hereto.
(b) The purchase price for the Shares (the "Purchase Price")
is $3.75 per share, or an aggregate amount of $2,000,002.50, with each Purchaser
purchasing the amount of Shares and paying the Purchase Price set forth below
such Purchaser's name on Schedule A hereto. The Purchase Price shall be paid as
provided in Section 1.2.
1.2 The Closing. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the principal offices of the Company
at 00 X Xxxxxxxx Xxx, Xxxxxx, Xxx Xxxxxx 00000 on February 25, 1999 at 12:00
P.M. or at such other place or time as the parties may agree (the "Closing
Date"). At the Closing, the Purchase Price shall be payable by delivery of
immediately available funds by wire transfer to an account of the Company that
shall be specified in writing by the Company prior to the Closing. At the
Closing, the Company shall deliver to each Purchaser a certificate representing
such Purchaser's Shares.
1.3 Termination of this Agreement. Anything contained in this
Agreement to the contrary notwithstanding, in the event that the Purchasers fail
to deliver immediately available funds representing the Purchase Price by the
close of business on the Closing Date, this Agreement shall terminate and be of
no force and effect without the requirement of any notice from, or any action
by, the Company.
ARTICLE II
Representations and Warranties
Concerning the Company
The Company hereby represents and warrants to each Purchaser
as follows:
2.1 Organization and Standing. The Company is a corporation
duly organized and existing under the laws of the State of Delaware and is in
good standing under such laws.
2.2 Corporate Power. The Company has all requisite corporate
power and authority to enter into this Agreement and the Company will have at
the Closing Date all requisite corporate power to sell the Shares and to carry
out and perform its obligations under the terms of this Agreement. The execution
and delivery of this Agreement by the Company and the performance by the Company
of its obligations hereunder have been duly authorized by its Board of
Directors. This Agreement has been duly executed and delivered to the Purchasers
and (assuming due and valid authorization, execution and delivery by the
Purchasers) constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms, except (i) as such enforceability may
be limited by or subject to any bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally, (ii) as
such obligations are subject to general principles of equity and (iii) as rights
to indemnity may be limited by federal or state securities laws or by public
policy.
2.3 Capitalization. The authorized capital stock of the
Company consists of (i) 75,000,000 shares of Common Stock and (ii) 4,000,000
shares of preferred stock, par value $.001 per share. There are approximately
29,837,825 shares of the Company's Common Stock and 150 shares of Series E
Convertible Preferred Stock currently issued and outstanding.
2.4 SEC Reports and Financial Statements. The Company has
filed with the Securities and Exchange Commission (the "SEC"), and has
heretofore made available to the Purchasers true and complete copies of all
forms, reports, schedules, statements and other documents required to be filed
by it since April 30, 1998 under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") (as such documents have been amended or
supplemented since the time of their filing, collectively, the "SEC Reports"),
each of which (except to the extent revised or superceded by a subsequently
filed SEC Report) complied as to form in all material respects with the
requirements of the Exchange Act. As of their respective dates, or if amended,
as of the date of the last such amendment, the SEC Reports did not contain any
untrue statement of a material fact or fail to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances in which they were made, not misleading. The financial
statements of the Company contained in the SEC Reports have been prepared in
conformity with Generally Accepted Accounting Principles consistently applied
(subject in the case of unaudited interim financial statements, to normal year
end adjustments) and as of the dates indicated, and for the periods then ended,
present fairly the financial position and results of operations of the Company
as of the dates and for the periods indicated.
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2.5 Absence of Undisclosed Liabilities. Except as described in
the SEC Reports, the Company has no material debts, liabilities or obligations
of any kind, whether accrued, absolute, contingent or other, whether due or to
become due, except as incurred in the ordinary course of business, that would
have a material adverse effect on the Company.
2.6 Fully Paid Shares. The Shares, when acquired by the
Purchasers will be fully paid and non-assessable, free of preemptive rights and
encumbrances, and will have the same rights under the Company's certificate of
incorporation and by-laws as all other shares of Common Stock.
ARTICLE III
Representations and Warranties
of the Purchasers
Each Purchaser, as to itself only, represents and warrants to
the Company as follows:
3.1 Investment Intent, Etc. Each Purchaser is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated under
the Securities Act. Each Purchaser has received, examined and reviewed copies of
the Company's most recent reports, as amended, filed under the Exchange Act and
other publicly available documents requested by him and recognizes that the
investment in the Shares involves a high degree of risk. Each Purchaser has been
advised that it may not be possible to readily liquidate this investment. Each
Purchaser's overall commitment to the Shares, which are not readily marketable,
is not disproportionate to its net worth, its investment in the Company will not
cause such overall commitment to become excessive, and he can afford to bear the
loss of its entire investment in the Company. Each Purchaser has such knowledge
and experience in financial and business matters that he is capable of
evaluating the merits and risks of an investment in the Common Stock of the
Company. Each Purchaser confirms that the Company has made available to him the
opportunity to ask questions of, and receive answers from, the Company
concerning the Company and the activities of the Company and otherwise to obtain
any additional information, to the extent that the Company possesses such
information or could acquire it without unreasonable effort or expense,
necessary to verify the accuracy of the information conveyed to him. Each
Purchaser hereby acknowledges that it has been advised that this offering of
Shares has not been registered with, or reviewed by, the Securities and Exchange
Commission because this offering is intended to be a non-public offering
pursuant to Section 4(2) of the Securities Act. Each Purchaser represents that
the Shares are being purchased for its own account, for investment purposes only
and not with a view towards distribution or resale to others. Each Purchaser
agrees that he will not attempt to sell, transfer, assign, pledge or otherwise
dispose the Shares unless they are registered under the Securities Act or unless
in the opinion of counsel satisfactory to the Company an exemption from such
registration is available. Each Purchaser understands that no securities
administrator of any state has made any finding or determination relating to the
fairness of this investment and that no securities administrator of any state
has recommended or endorsed, or will recommend or endorse, the offering of the
Shares. The execution, delivery and performance by each Purchaser of this
Agreement will not constitute or result in a
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breach or default under, or conflict with, any order, ruling or regulation of
any court or other tribunal or of any governmental commission or agency, or any
agreement or other undertaking, to which each Purchaser is a party or by which
it is bound. Each Purchaser has relied solely upon the advice of its own tax and
legal advisors with respect to the tax and other legal aspects of this
investment. Each Purchaser is purchasing the Shares for its account, and not in
any agency, fiduciary or similar capacity. The source of the funds evidencing
the Purchase Price are from legally available funds of each Purchaser.
3.2 Organization and Authorization. This Agreement has been
duly authorized, executed and delivered by each Purchaser. Each Purchaser is
duly incorporated or organized and validly existing in the jurisdiction of its
incorporation or organization and has all requisite power and authority to
purchase and hold the Shares. The decision to invest and the execution and
delivery of this Agreement by each Purchaser, the performance by such Purchaser
of its obligations hereunder and the consummation by such Purchaser of the
transactions contemplated hereby have been duly authorized and requires no other
proceedings, consent or authorization of such Purchaser or its Board of
Directors, stockholders, partners, manager or others, as the case may be. Each
Purchaser's signatory has all the right, power and authority to execute and
deliver this Agreement on behalf of such Purchaser. This Agreement has been duly
executed and delivered by each Purchaser and, assuming the execution and
delivery hereof and acceptance thereof by the Company, will constitute the
legal, valid and binding obligations of such Purchaser, enforceable against such
Purchaser in accordance with its terms.
3.3 Legends. Each Purchaser understands that the certificates
evidencing the Shares will bear a legend substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE
ACT SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO AND THEY
SHALL HAVE BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE
APPROPRIATE STATE SECURITIES LAWS OR (II) IN THE OPINION OF
COUNSEL TO THE CORPORATION, REGISTRATION AND QUALIFICATION
UNDER THE ACT AND THE SECURITIES LAWS OF THE APPROPRIATE STATE
IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."
The legend referred to above shall be removed by the Company
from any certificate at such time as the holder of the shares represented by the
certificate delivers an opinion of counsel reasonably satisfactory to the
Company to the effect that such legend is not required in order to establish
compliance with any provisions of the Securities Act, or at such time as the
holder of such shares satisfies the requirements of Rule 144(k) under the
Securities Act, as then in effect with respect to such shares.
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3.4 Risk Factors. Each Purchaser has conducted its own due
diligence with respect to all aspects of this transaction and is familiar with
the risk factors inherent in the purchase of the Shares, and has been fully
apprized that all or a portion of the proceeds from this investment will be used
for working capital purposes, which may include the repayment of indebtedness.
3.5 Ownership. The Purchasers and their affiliates and
associates (including, but not limited to The Xxxxx Estates, Inc.) currently
beneficially own an aggregate of 877,500 shares of Common Stock.
ARTICLE IV
Registration of Shares
4.1 "S-3 Registration". The Company shall prepare and file a
Registration Statement on Form S-3 (or such other appropriate form) covering the
resale of the Shares of Common Stock by each of the Purchasers within 45 days
following the Closing Date and shall use its reasonable best efforts to have
such registration statement declared effective promptly thereafter. The Company
shall use its reasonable best efforts to cause any such Registration Statement
to remain current and effective to permit the sale of the Shares until the
earlier of (a) the date that all of the Shares have been sold, (b) the date the
Purchasers receive an opinion of counsel that the Shares may be sold under the
provisions of Rule 144(k) promulgated under the Securities Act, or (c) the two
year anniversary of the Closing Date or, if the Purchasers shall be required to
discontinue offers and sales pursuant hereto, for such additional time after
such two year anniversary equal to the time period during which the Purchasers
were so required.
4.2 Registration Procedures. Each Registration Statement filed
pursuant to this Article IV shall be pursuant to the procedures set forth below:
(a) The Company shall notify the Purchasers promptly after it
shall receive notice thereof, of the date and time when such Registration
Statement and each post-effective amendment thereto has become effective or a
supplement to any prospectus forming a part of such Registration Statement has
been filed;
(b) The Company shall furnish to the Purchasers such
reasonable number of copies of the Registration Statement and prospectus and
such other documents as the Purchasers may reasonably request in order to
facilitate the public offering of the Shares;
(c) The Company shall use its reasonable best efforts to
register or qualify the Shares covered by such Registration Statement under such
state securities or blue sky laws of such jurisdictions as the Purchasers may
reasonably request, provided, however, that the Company shall not be obligated
to file any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or to subject
itself to taxation in connection with any such registration or qualification of
such securities;
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(d) The Company shall notify the Purchasers participating in
such registration promptly of any request by the SEC for the amending or
supplementing of such Registration Statement or prospectus or for additional
information. Each Purchaser agrees that, upon receipt of any notice from the
Company of the occurrence of any event of the kind described in this subsection
(d), each Purchaser will forthwith discontinue the offer and sale of Shares
pursuant to the Registration Statement covering such Shares until receipt by
such Purchaser and underwriters of the copies of such supplemented or amended
prospectus and, if so directed by the Company, each Purchaser will deliver to
the Company all copies, other than permanent file copies then in such Purchaser'
possession, of the most recent prospectus covering such Shares at the time of
receipt of such notice;
(e) The Company shall advise the Purchasers participating in
such registration, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the SEC suspending the
effectiveness of such Registration Statement or the initiation or threatening of
any proceeding for that purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;
(f) The Company shall enter into such agreements (including an
underwriting agreement in customary form) and take such other actions as the
Purchasers shall reasonably request in order to expedite or facilitate the
disposition of the Shares;
(g) The Company shall, from and after the effective date of
the registration, use its reasonable best efforts to cause all Shares covered by
such Registration Statement to be listed or quoted on each securities exchange,
if any, on which similar securities issued by the Company are then listed or
quoted; and
(h) Each Purchaser shall furnish to the Company in writing
such information and documents regarding the Purchaser and the distribution of
such securities as may be required to be disclosed in the registration statement
in question by the rules and regulations under the Securities Act or under any
other applicable securities or applicable blue sky laws.
4.3 Expenses of Registration. All expenses of the Company
incident to the Company's performance of or compliance with the provisions of
this Article IV shall be borne by the Company including without limitation:
(a) All registration and filing fees;
(b) Fees and expenses of compliance with all securities or
blue sky laws (including fees and disbursements of counsel for the Company in
connection with blue sky qualifications of the Shares; provided, however, that
the Company shall not be required to consent to general service of process in
any such state); and
(c) Fees and disbursements of the Company and its independent
auditors.
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Nothing in this Section 4.3 shall be deemed to require the
Company to pay or bear any expenses of the Purchasers' attorneys or accountants
or any other personal expenses or any underwriting discounts relating to the
Shares, selling commissions or similar fees attributable pro rata to the Shares
if such registration results in an Underwritten Offering of all or any portion
of the Shares.
4.4 Indemnification. (a) The Company will, and hereby does,
indemnify, to the extent permitted by law, each Purchaser, its officers and
directors, if any, and each person, if any, who controls such Purchaser within
the meaning of Section 15 of the Securities Act, against all losses, claims,
damages, liabilities (or proceedings in respect thereof) and expenses under the
Securities Act, joint or several, caused by any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or
prospectus (and as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) or any preliminary prospectus or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities (or proceedings in
respect thereof) or expenses are caused by any untrue statement or alleged
untrue statement or an omission or alleged omission to state a material fact
made in reliance on or in conformity with any information furnished to the
Company by any of the Purchasers or any participating underwriter expressly for
use therein.
(b) If for any reason the indemnity under Section 4.4(a) is
unavailable, then the Company shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative fault
of the Company on the one hand and of the indemnified party on the other. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
(c) Each of the Purchasers will, and hereby does, severally
but not jointly, indemnify, to the extent permitted by law, the Company, its
officers and directors, if any, and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act, against all
losses, claims, damages, liabilities (or proceedings in respect thereof) and
expenses under the Securities Act, caused by any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or
prospectus (and as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) or any preliminary prospectus or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading but
only to the extent that such losses, claims, damages, liabilities (or
proceedings in respect thereof) or expenses are caused by any untrue statement
or alleged untrue statement made in reliance on or in conformity with any
information concerning such Purchaser furnished to the Company by any such
Purchaser expressly for inclusion therein.
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(d) If for any reason the indemnity under Section 4.4(c) is
unavailable, then any such Purchaser shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of such Purchaser on the one hand and of the indemnified party on
the other. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation
4.5 Resale Restriction. Each Purchaser hereby agrees that for
a period of 90 days from the Closing Date, he will not offer, sell, transfer,
pledge, assign or otherwise dispose of any of the Shares, irrespective of
whether there is an effective Registration Statement covering the resale of such
Shares, without the prior written consent of the Company.
ARTICLE V
Covenant of the Company
5.1 Board Representative. Until such time as the Purchasers
and its affiliates and associates (or such other accounts for which The Xxxxx
Estates Inc. provides management services) shall own in the aggregate less than
2% of the Company's outstanding shares of Common Stock, a majority in interest
of the Purchasers shall have the right to designate one member of the Company's
Board of Directors . Notwithstanding the forgoing, such designation right shall
terminate unless it is initially exercised prior to February 23, 2001. The
Company agrees that it shall nominate such representative for re-election by the
Company's stockholders at the annual meeting at which directors are to be
elected immediately following the initial designation (provided that such
meeting is held prior to the termination of the Purchasers' right to designate
such member pursuant to this Section 5.1) and use its reasonable efforts to
cause such designee to be elected to the Board.
ARTICLE VI
Conditions to Closing
6.1 Conditions to the Company's Obligation to Sell. Each
Purchaser understands that the Company's obligation to sell the Shares is
conditioned upon:
(a) The execution and delivery of this Agreement by the Company.
(b) Delivery by the Purchasers of good cleared funds as payment in full
representing the Purchase Price for the Shares.
(c) There shall be no action, suit or proceeding or threatened before
any court or quasi- judicial or administrative agency that seeks to prohibit the
sale of the Shares.
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(d) The representations and warranties of each Purchaser contained in
this Agreement shall be true and correct in all material respects as of the date
when made and at and as of the Closing Date.
6.2 Conditions to the Purchasers' Obligation to Purchase. The
Company understands that each Purchaser's obligation to purchase the Shares is
conditioned upon:
(a) The execution and delivery of this Agreement by the Purchasers.
(b) The representations and warranties of the Company contained in this
Agreement shall be true and correct in all material respects as of the date when
made and as of the Closing Date and receipt and acceptance of the Purchase Price
shall be deemed a representation and warranty by the Company to such effect.
(c) The Purchasers shall have received the opinion of the Company's
counsel, to the effect that (i) the execution and delivery of this Agreement has
been duly authorized by all requisite corporate action on the part of the
Company, (ii) this Agreement has been duly executed and delivered to the
Purchasers, and (assuming due and valid authorization by the Purchasers)
constitutes a valid and binding obligation of the Company, enforceable in
accordance with its terms, except (x) as such enforceability may be limited by
or subject to any bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally, (y) as such obligations are
subject to general principles of equity and (z) as rights to indemnity may be
limited by federal or state securities laws or by public policy, and (iii) upon
issuance, the Shares will be duly authorized, validly issued, fully-paid and
nonassessable.
ARTICLE VII
Miscellaneous Provisions
7.1 Amendment and Modification. This Agreement may be amended,
modified or supplemented only by written agreement of the Purchasers owning at
least a majority of the shares purchased hereby and the Company.
7.2 Waiver. Any breach of any obligation, covenant, agreement
or condition contained herein shall be deemed waived by the non-breaching party,
only by a writing, setting forth with particularity the breach being waived and
the scope of the waiver, but such waiver shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other breach. No waiver shall be
implied from any conduct or action of the non-breaching party. No failure or
delay by any party in exercising any right, power or privilege hereunder and no
course of dealing by any party shall operate as a waiver and any right, power or
privilege hereunder nor shall any single or partial exercise thereof or the
exercise of any other right, power or privilege.
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7.3 Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
delivered as follows:
(a) if to the Company, to:
Datatec Systems, Inc.
00 X Xxxxxxxx Xxx
Xxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxx
with a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx, Esq.
(b) if to Purchaser, to:
x/x Xxx Xxxxx Xxxxxxx, Inc.
Xxx Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxx
with a copy (which shall not constitute notice) to:
Winthrop, Stimson, Xxxxxx & Xxxxxxx
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxx, Esq.
or to such other address as any party shall have specified by notice in writing
to the other in compliance with this Section 7.3. Notices shall be deemed to
have been duly given when delivered personally or by facsimile transmission, in
either case when receipt acknowledged, or three days after being sent by
registered or certified mail, return receipt requested, postage prepaid.
7.4 Binding Nature Agreement. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, but neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
either of the parties hereto without prior written consent of the other parties.
7.5 Acknowledgment by the Purchaser. Each Purchaser has been
informed that the Common Stock is publicly-traded on the Nasdaq Small-Cap Market
and that the Purchase Price
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for the Shares may bear no relation to the future market value or book value of
the Common Stock. Each Purchaser further acknowledges that (i) it has reviewed
such information as it deems appropriate to evaluate whether to enter into this
Agreement and (ii) it is not relying on any oral information or representations
from the Company or any other person, including representatives of the Company
in connection with its decision to enter into this Agreement, including the
Company's financial condition, prospects, present or future results of
operations, business plans or the potential for future appreciation in the
Common Stock.
7.6 Survival. The representations and warranties of the
Company and the Purchasers contained in Sections 2 and 3, respectively, shall
survive the Closing (i) without limitation in the case of representations and
warranties under Sections 2.2 and 2.6, and (ii) until two years after the
Closing Date in the case of all such other representations and warranties.
7.7 Governing Law. This Agreement will be construed and
enforced in accordance with and governed by the laws of the State of New York,
without reference to principals of conflicts of law.
7.8 Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this Agreement to any
party.
7.9 Confidentiality. If for any reason the transactions
contemplated by this Agreement are not consummated, each of the parties hereto
shall keep confidential any information obtained from any other party (except
information publicly available or in such party's domain prior to the date
hereof, and except as required by court order) and shall promptly return to the
other parties all schedules, documents, instruments, work papers or other
written information, without retaining copies thereof, previously furnished by
it as a result of this Agreement or in connection herewith.
7.10 Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
7.11 Counterparts. This Agreement may be signed in
counterparts with the same effect as if both parties had signed one and the same
instrument.
7.12 Form of Signature. The parties hereto agree to accept a
facsimile transmission copy of their respective signatures as evidence of their
respective actual signatures to this Agreement; provided however, that each
party who produces a facsimile signature agrees, by the express terms hereof, to
place, immediately after transmission of its signature by fax, a true and
correct original copy of its signature in overnight mail to the address of the
other party.
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XXXXX XXXXXXXX AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed the day and year first above written.
DATATEC SYSTEMS, INC.
By: _________________________________________
Name:
Title:
THE FERNLEIGH FOUNDATION
By: _________________________________________
Name: Xxxxx X. Xxxxx
Title: Treasurer
THE XXXXX FOUNDATION
By: _________________________________________
Name: Xxxxx X. Xxxxx
Title: Treasurer
THE XXXXXXX FOUNDATION
By: _________________________________________
Name: Xxxxx X. Xxxxx
Title: Treasurer
THE XXXX XXXXXXX XXXXXXX HOSPITAL
By: _________________________________________
Name: Xxxxx X. Xxxxx
Title: Treasurer
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THE XXXX XXXXXXX XXXXXXX HOSPITAL -
SCC RESEARCH FUND
By: _________________________________________
Name: Xxxxx X. Xxxxx
Title: Treasurer
THE FARMERS'MUSEUM, INC.
By: _________________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
TRUST FOR XXXXXX XXXXXX, 1976
By: _________________________________________
Name: Xxxxx X. Xxxxx, as Trustee
TRUST FOR XXXX X. XXXXXX, 1944
By: _________________________________________
Name: Xxxxxx X. Xxxxx, as Trustee
XXXXXX X. XXXXXXX III
By: _________________________________________
Name: Xxxxx X. Xxxxx, Attorney-in-Fact
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TRUST FOR XXXXXXX XXXXXX XXXXXXXX
By: _________________________________________
Name: Xxxxxx X. Xxxxx, as Trustee
XXXX X. XXXXX
By: _________________________________________
Name: Xxxxx X. Xxxxx, Attorney-in-Fact
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SCHEDULE A
Number of Shares
Name of Purchaser Purchased Purchase Price
----------------- ---------- --------------
The Fernleigh Foundation
c/o The Xxxxx Estates, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 40,000 150,000
The Xxxxx Foundation
c/o The Xxxxx Estates, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 250,000 937,500
The Xxxxxxx Foundation
c/o The Xxxxx Estates, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 60,000 225,000
The Xxxx Xxxxxxx Xxxxxxx Hospital
c/o The Xxxxx Estates, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 12,000 45,000
The Xxxx Xxxxxxx Xxxxxxx Hospital -
SCC Research Fund
c/o The Xxxxx Estates, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 19,000 71,250
The Farmers' Museum, Inc.
x/x Xxx Xxxxx Xxxxxxx, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 30,000 112,500
-15-
Number of Shares
Name of Purchaser Purchased Purchase Price
----------------- ---------- --------------
Trust for Xxxxxx Xxxxxx, 0000
x/x Xxx Xxxxx Xxxxxxx, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 5,000 18,750
Trust for Xxxx X. Xxxxxx, 1944
c/o The Xxxxx Estates, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 20,000 75,000
Xxxxxx X. Xxxxxxx III
x/x Xxx Xxxxx Xxxxxxx, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 14,000 52,500
Trust for Xxxxxxx Xxxxxx Xxxxxxxx
c/o The Xxxxx Estates, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 15,000 56,250
Xxxx X. Xxxxx
c/o The Xxxxx Estates, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000 68,334 256,252.
------- ------------
533,334 2,000,002.50
======= ============
-16-
