STOCK PURCHASE AGREEMENT
STOCK
PURCHASE AGREEMENT (this “Agreement”) made as of this 18th day of December, 2008
between and among GMS Acquisition Partners Holdings, LLC (“Buyer”), Vector
Intersect Security Acquisition Corp. (“Vector”) and the signatory on the
execution page hereof (“Seller”).
WHEREAS,
Vector was organized in order to serve as a vehicle for the acquisition of an
operating business through a merger, capital stock exchange, asset acquisition
or other similar business combination (“Business Combination”);
WHEREAS,
Vector consummated an initial public offering in May 2007 (“IPO”) in connection
with which it raised net proceeds of approximately $58.0 million which were
placed in a trust account (the “Trust Account”) pending the consummation of a
Business Combination, or the dissolution and liquidation of Vector, in the event
it is unable to consummate a Business Combination by May 2009.
WHEREAS,
Vector has agreed to acquire (the “Acquisition”) Cyalume Technologies, Inc.
(“Cyalume”) pursuant to that certain Stock Purchase Agreement, dated as of
February 14, 2008, as amended, between Vector, a subsidiary of Vector, Cyalume
and the sole stockholder of Vector (as amended, the “Purchase
Agreement”).
WHEREAS,
Vector is holding its Special Meeting of stockholders relating to the
Acquisition on December 19, 2008 (the “Special Meeting”).
WHEREAS,
a holder of shares of Vector’s common stock issued in the IPO may, if s/he/it
votes against the Acquisition, demand that Vector convert such common shares
into cash (“Conversion Rights”).
WHEREAS,
the consummation of the Acquisition is subject to the exercise of Conversion
Rights by holders of less than 20% of the Vector common stock issued in the
IPO.
WHEREAS,
a diligence fee of $25,000 has been paid to Seller.
WHEREAS,
Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller
the number of common shares set forth on the execution page of this Agreement
(“Shares”) for the purchase price per share set forth therein (“Purchase Price
Per Share”) and for the aggregate purchase price set forth therein.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Purchase. Seller
hereby sells to Buyer and Buyer hereby purchases from Seller on the Trade Date
(as defined below) the Shares for the aggregate consideration set forth on the
execution page of this Agreement (the “Aggregate Purchase Price”).
2. Agreement not to
Convert;
Appointment of Attorney in Fact. In further consideration of
the Aggregate Purchase Price, because the record date to vote on the proposals
set forth in the Definitive Proxy Statement filed on Schedule 14A by Vector with
the U.S. Securities Exchange Commission on December 4, 2008 (the “ Proxy
Statement”) has passed, and Buyer would not be entitled to vote the Shares at
the shareholders meeting contemplated by the Proxy Statement, solely with
respect to the vote for the proposals contemplated by the Proxy Statement,
Seller hereby irrevocably appoints Xxxxx Xxxxxxx with full power of
substitution, to the full extent of such stockholder’s rights with respect to
the Shares (and any and all other Shares or securities or rights issued or
issuable in respect thereof (the “Share Derivatives”)) to vote in such manner as
such attorney and proxy or his substitute shall in his sole discretion deem
proper, and otherwise act (including without limitation pursuant to written
consent) with respect to all the Shares sold hereunder which Seller is entitled
to vote at any meeting of stockholders (whether annual or special and whether or
not an adjourned meeting) of Vector held prior to the termination of this
agreement. This proxy is coupled with an interest in Vector and in
the Shares and is irrevocable unless the purchase and sale of the Shares does
not settle as described below. On the Trade Date, all prior proxies
granted by Seller at any time with respect to such Shares (and any such Share
Derivatives) shall be revoked and no subsequent proxies will be given (and if
given will be deemed not to be effective) with respect thereto by
Seller. Concurrently with the execution of this Agreement, Seller is
providing GMS a true and correct copy of the voting information form with
respect to the Shares held by Seller indicating the financial institution
through which such shares are held and the control number provided by Broadridge
Financial Solutions regarding the voting of such Shares. The parties
hereto acknowledge that Seller is not under any obligation with respect to
voting or changing its vote of such Shares (and any such Share Derivatives) with
respect to the proposals to be presented at the Special Meeting (other than the
grant and revocation of proxies as set forth above) and, in accordance with the
proxy granted hereunder, Xxxxx Xxxxxxx shall be solely responsible with respect
to voting or changing of the vote of such Shares (and any such Share
Derivatives) with respect to the proposals to be presented at the Special
Meeting.
3. Trade and Settlement.
The Shares will trade on December 18, 2008 (the “Trade Date”) and the settlement
of the purchase of the Shares (the “Settlement”) will take place on December 23,
2008 (the “Settlement Date”), provided, however, that the Settlement shall not
take place if the Acquisition does not close on December 19, 2008 (the
“Acquisition Closing Date”) and this Agreement will be terminated pursuant to
the provisions of Section 7. It shall be a condition to the
obligation of Buyer on the one hand and Seller on the other hand, to consummate
the transfer of the Shares contemplated hereunder that the other party’s
representations and warranties are true and correct on the date hereof and on
the Settlement Date with the same effect as though made on such date, unless
waived in writing by the party to whom such representations and warranties
are made.
3.1 The Shares
transferred to Buyer under this Agreement shall be free and clear of any liens
and other encumbrances. Unless the Settlement does not occur
in accordance with the terms of this Agreement, Seller acknowledges that Seller
will not be deemed the holder of the Shares from the Trade Date through the
Acquisition Closing Date.
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3.2 Upon
the Settlement (assuming the Settlement occurs), Buyer shall deliver or cause to
be delivered to Seller payment by wire transfer of immediately available funds
the Purchase Price in accordance with Section 1 of this
Agreement. Each of the parties hereto (other than the Broker (as
defined below)) agree that the Aggregate Purchase Price that the Buyer is
entitled to receive from Vector in connection with the Acquisition is hereby
directed to be and shall be paid to an account at Xxxxxx & Xxxxxxx, LLC (the
“Broker”). The Broker hereby represents and warrants to the Seller as
of the date hereof and covenants to the Seller during the period commencing on
the date hereof and ending on the Settlement Date that such account includes and
shall maintain restrictions that prohibit the removal of such Aggregate Purchase
Price from such account except in connection with the Settlement or the
termination of this Agreement. Following the closing of the
Acquisition, on the later of (x) the Settlement Date and (y) the first business
day immediately following the date of the Broker’s receipt of the Aggregate
Purchase Price, the Broker shall automatically (without any additional direction
from any person) transfer the Aggregate Purchase Price to the Seller by wire
transfer in U.S. dollars and immediately available funds in accordance with the
wire instructions of the Seller delivered to the Broker on or prior to such
date.
4. Representations and
Warranties of Seller.
4.1 Seller
hereby represents to Buyer on the date hereof and on the Settlement Date
that:
(a) Sophisticated
Seller. Seller is sophisticated in financial matters and is
able to evaluate the risks and benefits attendant to the sale of Shares to
Buyer.
(b) Independent
Investigation. Seller, in making the decision to sell the Shares to
Buyer, has not relied upon any oral or written representations or assurances
from Vector, Buyer, or any of their officers, directors or employees or any
other representatives or agents of Buyer or Vector (other than the Filings (as
defined below)). Seller has had access to and reviewed all of the
filings related to the Acquisition and the transactions contemplated hereby (the
“Filings”) made by Vector with the United States Securities and Exchange
Commission (the “SEC”), pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and the Securities Act of 1933 (the “Securities
Act”), in each case to the extent available publicly accessible via the SEC’s
Electronic Data Gathering, Analysis and Retrieval system.
(c) Authority. This
Agreement has been validly authorized, executed and delivered by Seller and,
assuming the due authorization, execution and delivery thereof by Buyer, is a
valid and binding agreement enforceable in accordance with its terms, subject to
the general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally. The execution, delivery and
performance of this Agreement by Seller does not and will not conflict with,
violate or cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to which Seller is a
party which would prevent Seller from performing its obligations hereunder or
(ii) to the Seller’s knowledge, any law, statute, rule or regulation to which
Seller is subject.
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(d) No Legal Advice from
Buyer. Seller acknowledges that he/it has had the opportunity to review
this Agreement and the transactions contemplated by this Agreement with Seller’s
own legal counsel and investment and tax advisors. Seller is relying solely on
such counsel and advisors and not on any statements or representations of Buyer
or any of its representatives or agents for legal, tax or investment advice with
respect to this Agreement or the transactions contemplated by this Agreement;
provided, that Buyer acknowledges that Seller is relying on the Filings in
connection with entering into this Agreement.
(e) Long Position in the
Shares. Seller has a long position in the Shares and does not have a
short position in Vector’s securities.
(f) Share Ownership.
Seller owns the Shares free and clear of any liens, pledge, charge, security
interest or encumbrance. The Shares are not subject to (i) any agreement to give
any of the foregoing, (ii) any conditional sale, or (iii) any voting
agreement.
5. Representations and
Warranties of Buyer.
5.1 Buyer
hereby represents to Seller on the date hereof and on the Settlement Date
that:
(a) Sophisticated
Buyer. Buyer is sophisticated in financial matters and is able
to evaluate the risks and benefits attendant to the sale of Shares by
Seller.
(b) Independent
Investigation. Buyer, in making the decision to purchase the Shares from
Seller, has not relied upon any oral or written representations or assurances
from Seller or any of its officers, directors, partners or employees or any
other representatives or agents of Seller. Buyer has had access to
all of the filings made by Vector with the SEC pursuant to the Exchange Act and
the Securities Act, in each case to the extent available publicly accessible via
the SEC’s Electronic Data Gathering, Analysis and Retrieval
system..
(c) Authority. This
Agreement has been validly authorized, executed and delivered by Buyer and,
assuming the due authorization, execution and delivery thereof by Seller, is a
valid and binding agreement enforceable in accordance with its terms, subject to
the general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally. The execution, delivery and
performance of this Agreement by Buyer does not and will not conflict with,
violate or cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to which Buyer and/or, to
Buyer’s knowledge, Vector is a party which would prevent Buyer and/or, to
Buyer’s knowledge, Vector from performing its obligations hereunder and pursuant
to the Acquisition or (ii) any law, statute, rule or regulation to which Buyer,
Vector (to Buyer’s knowledge), the Acquisition and/or the transactions
contemplated hereby is subject.
(d) Litigation. There
is no action, suit, proceeding, judgment, claim or investigation pending, or to
the knowledge of Buyer, threatened against Buyer which could reasonably be
expected in any manner to challenge or seek to prevent, enjoin, alter or
materially delay any of the transactions contemplated by this
Agreement.
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(e) Consents. No
authorization, consent, approval or other order of, or declaration to or filing
with, any governmental agency or body or other person is required for the valid
authorization, execution, delivery and performance by Buyer of this Agreement
and the consummation of the transactions contemplated thereby.
(f) Placement Agent
Fees. Buyer shall be responsible for the payment of any
agent’s fees, financial advisory fees, or brokers’ commissions relating to or
arising out of the transactions contemplated hereby. Buyer shall pay,
and hold Seller harmless against, any liability, loss or expense (including,
without limitation, attorney’s fees and out-of-pocket expenses) arising in
connection with any such claim. Buyer acknowledges that it has
engaged the Broker in connection with the purchase of the
Shares. Other than the Broker, Buyer has not engaged any agent in
connection with the purchase of the Shares.
(g) No Legal Advice from
Seller. Buyer acknowledges that it has had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with Buyer’s own
legal counsel and investment and tax advisors. Buyer is relying solely on such
counsel and advisors and not on any statements or representations of Seller or
any of its representatives or agents for legal, tax or investment advice with
respect to this Agreement or the transactions contemplated by this
Agreement.
6. Representations and
Warranties of Vector.
6.1 Vector
hereby represents to Seller on the date hereof and on the Settlement Date
that:
(a) Authority. This
Agreement has been validly authorized, executed and delivered by Vector and,
assuming the due authorization, execution and delivery thereof by Seller, is a
valid and binding agreement enforceable in accordance with its terms, subject to
the general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally. The execution, delivery and
performance of this Agreement by Vector does not and will not conflict with,
violate or cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to which Buyer and/or
Vector is a party which would prevent Buyer and/or Vector from performing its
obligations hereunder and pursuant to the Acquisition or (ii) any law, statute,
rule or regulation to which Buyer, Vector, the Acquisition and/or the
transactions contemplated hereby is subject.
(b) Litigation. There
is no action, suit, proceeding, judgment, claim or investigation pending, or to
the knowledge of Vector, threatened against Vector which could reasonably be
expected in any manner to challenge or seek to prevent, enjoin, alter or
materially delay any of the transactions contemplated by this
Agreement.
(c) Consents. No
authorization, consent, approval or other order of, or declaration to or filing
with, any governmental agency or body or other person is required for the valid
authorization, execution, delivery and performance by Vector of this Agreement
and the consummation of the transactions contemplated thereby.
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7. Termination.
Notwithstanding any provision in this Agreement to the contrary, this Agreement
shall terminate (without any action required by any party hereto) if the Acquisition is not consummated on the Acquisition
Closing Date; provided, that this Section 7 and Section 8 of this Agreement
shall survive any such termination. Upon
the termination of this Agreement, the Settlement shall not be consummated and
Seller shall have all right, title and interest in and to the Shares and Buyer
will have no rights whatsoever in or with respect to the Shares. Except for the Seller’s right
to the Shares upon the termination of this Agreement in accordance with its
terms, the Seller acknowledges and agrees that it will have no recourse
whatsoever against the Buyer in the event that this Agreement is
terminated. In the event that the trade
of the Shares discussed in this Agreement does not settle, Seller shall be
entitled to any rights available to Seller under applicable law, including,
without limitation, the right to exercise all liquidation rights and Conversion Rights applicable to the Shares and entitled
to receive from Vector all distributions attributable to the Shares. If the Acquisition is not consummated on the
Acquisition Closing Date, Vector agrees that it will not seek to consummate the
Acquisition or any acquisition of an alternative target
business or seek to locate an alternative target business and will use its
reasonable best efforts to seek the approval of its stockholders to liquidate
and dissolve.
8.
MISCELLANEOUS
8.1 Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument. This
Agreement or any counterpart may be executed via facsimile transmission, and any
such executed facsimile copy shall be treated as an original.
8.2 Expenses of
Seller. Vector will pay the reasonable legal fees of Seller
related to the negotiation and execution of this Agreement.
8.3 Governing Law. This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York. Each of the
parties hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in
the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.
8.4 WAIVER OF JURY
TRIAL. EACH OF THE PARTIES
HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF
SUCH RIGHTS AND OBLIGATIONS.
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8.5 Remedies. Each
of the parties hereto acknowledges and agrees that, in the event of any breach
of any covenant or agreement contained in this Agreement by the other party,
money damages may be inadequate with respect to any such breach and the
non-breaching party may have no adequate remedy at law. It is
accordingly agreed that each of the parties hereto shall be entitled, in
addition to any other remedy to which they may be entitled at law or in equity,
to seek injunctive relief and/or to compel specific performance to prevent
breaches by the other party hereto of any covenant or agreement of such other
party contained in this Agreement. For the avoidance of doubt, Seller
shall not have the right for or to request the specific performance of Buyer’s
obligations hereunder if the Acquisition is not consummated by the Acquisition
Closing Date.
8.6 Binding Effect;
Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and permitted assigns. This Agreement shall not be
assigned by either party without the prior written consent of the other party
hereto.
8.7 Entire Agreement; Changes in
Writing. This Agreement constitutes the entire agreement among
the parties hereto and supersedes and cancels any prior agreements,
representations, warranties, whether oral or written, among the parties hereto
relating to the transaction contemplated hereby. Neither this
Agreement nor any provision hereof may be changed or amended orally, but only by
an agreement in writing signed by the other party hereto.
8.8 Indemnification.
(a) In
consideration of Seller’s execution and delivery of this Agreement, in addition
to all of Vector’s other obligations hereunder, from and after the closing of
the Acquisition, Vector shall defend, protect, indemnify and hold harmless
Seller and the Broker and all of their respective stockholders, partners,
members, officers, directors, employees and direct or indirect investors and any
of the foregoing persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (collectively, the “Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or
arising out of, or relating to (i) any misrepresentation or breach of any
representation or warranty made by Buyer and/or Vector in this Agreement, (ii)
any breach of any covenant, agreement or obligation of Buyer and/or Vector in
this Agreement or (iii) any cause of action, suit or claim brought or made
against such Indemnitee by a third party (including for these purposes a
derivative action brought on behalf of Vector) and arising out of or resulting
from the execution, delivery, performance or enforcement of this Agreement or
otherwise in connection with the Acquisition. To the extent that the
foregoing undertaking by Vector may be unenforceable for any reason, Vector
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities that is permissible under applicable
law.
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(b) Promptly
after receipt by an Indemnitee under this Section 8.8 of notice of the
commencement of any action or proceeding (including any governmental action or
proceeding) involving an Indemnified Liability, such Indemnitee shall, if a
claim for indemnification in respect thereof is to be made against any
indemnifying party under this Section 8.8, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnitee; provided, however, that an Indemnitee
shall have the right to retain its own counsel with the fees and expenses of not
more than one counsel for such Indemnitee to be paid by the indemnifying party,
if, in the reasonable opinion of the Indemnitee, the representation by such
counsel of the Indemnitee and the indemnifying party would be inappropriate due
to actual or potential differing interests between such Indemnitee and any other
party represented by such counsel in such proceeding. Legal counsel
referred to in the immediately preceding sentence shall be selected by
Seller. The Indemnitee shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or
Indemnified Liabilities by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnitee that
relates to such action or Indemnified Liabilities. The indemnifying
party shall keep the Indemnitee fully apprised at all times as to the status of
the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that
the indemnifying party shall not unreasonably withhold, delay or condition its
consent. No indemnifying party shall, without the prior written
consent of the Indemnitee, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnitee of a release
from all liability in respect to such Indemnified Liabilities or
litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnitee with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to
the Indemnitee under this Section 8.8, except to the extent that the
indemnifying party is prejudiced in its ability to defend such
action.
(c) The
indemnification required by this Section 8.8 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Liabilities are incurred.
(d) The
indemnity agreements contained herein shall be in addition to (x) any
cause of action or similar right of the Indemnitee against the indemnifying
party or others, and (y) any liabilities the indemnifying party may be subject
to pursuant to the law.
8.9 Severability. If any provision of this
Agreement is prohibited by law or otherwise determined to be invalid or
unenforceable by a court of competent jurisdiction, the provision that would
otherwise be prohibited, invalid or unenforceable shall be deemed amended to
apply to the broadest extent that it would be valid and enforceable, and the
invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Agreement so long as this Agreement as so
modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature,
invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of
the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s).
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8.10 .No Third Party
Beneficiaries. This Agreement
is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.
8.11 Further
Assurances. Each party shall
use its reasonable efforts to do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated
hereby.
8.12 Confidentiality. Buyer and Seller
each hereby agrees, without the prior written consent of the other, to not
disclose, and to otherwise keep confidential, the sale of the Shares
contemplated hereby, except to the extent that disclosure thereof is required by
law, rule or regulation or as required or requested by any competent
governmental, regulatory or supervisory authority or has become publicly known
through no fault of such party; provided, however, that Buyer and Seller may
disclose information regarding such sale to their respective accountants,
attorneys, limited partners, shareholders and other interest
holders.
[remainder of page left intentionally
blank; signature page follows]
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.
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BUYER:
By: /s/ Xxxxx
Xxxxxxx
Name:
Xxxxx
Xxxxxxx
Title:
CEO
Address:
000 X. 00xx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
|
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.
|
VECTOR:
VECTOR
INTERSECT SECURITY ACQUISITION CORP.
By:
/s/ Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
President
Address:
[●]
|
2
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.
|
BROKER:
Solely
for purposes of Sections 3, 7 and 8 above:
XXXXXX
& XXXXXXX, LLC
By:
/s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Chief Financial Officer
Address:
1251
Avenue of the Xxxxxxxx
00xx
Xxxxx
Xxx
Xxxx, XX, 00000
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
Attention:
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.
|
SELLER:
XXXXXX
BAY FUND, LP
By: /s/ Xxxx Xxxx
Name:
Xxxx Xxxx
Title:
Principal & Portfolio Manager
Address:
000
Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxx Xxxx
May Xxx
Facsimile: 000-000-0000
Telephone:
000-000-0000
with
a copy (for informational purposes only) to:
Xxxxxxx
Xxxx & Xxxxx LLP
000
Xxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
X. Xxxxx, Esq.
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Purchase
Price Per Share: $8.03
Number of
Shares to be Purchased: 138,600
Aggregate
purchase price to be paid by Buyer: $1,112,958
Trade
Date: December 18,
2008
Control
#: 000000000000
Settlement:
T+3
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.
|
SELLER:
XXXXXX
BAY OVERSEAS FUND, LTD.
By: /s/
Xxxx
Xxxx
Name:
Xxxx Xxxx
Title:
Principal & Portfolio Manager
Address:
000
Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxx Xxxx
May Xxx
Facsimile: 000-000-0000
Telephone:
000-000-0000
with
a copy (for informational purposes only) to:
Xxxxxxx
Xxxx & Xxxxx LLP
000
Xxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
Attention: Xxxxxxx
X. Xxxxx, Esq.
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Purchase
Price Per Share: $8.03
Number of
Shares to be Purchased: 281,400
Aggregate
purchase price to be paid by Buyer: $2,259,642
Trade
Date: December 18,
2008
Control
#: 570058366108
Settlement:
T+3
