STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated October 21, 1998, among Xxxxxxx X. Brand
(the "Seller") and the purchasers listed on the signature pages hereto
(collectively, the "Purchasers").
W I T N E S S E T H:
WHEREAS, the Seller is the legal and beneficial owner of 19,367,800 of the
issued and outstanding common stock, par value $.01 per share (the "Common
Stock"), of LogiMetrics, Inc. (the "Company"); and
WHEREAS, the Seller desires to sell and transfer to the Purchasers, and the
Purchasers desire to purchase from the Seller, 2,000,000 shares of Common Stock
(the "Brand Shares"), all as more specifically provided herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereto agree as follows:
ARTICLE I
Purchase and Sale of Brand Shares
Section 1.1. Purchase and Sale of Brand Shares. Upon the terms and subject
to the conditions of this Agreement and on the basis of the representations,
warranties and agreements contained herein, the Seller hereby sells, assigns,
transfers, conveys and delivers to the Purchasers the Brand Shares for a cash
purchase price of $0.25 per share or an aggregate of $500,000 (the "Purchase
Price"). The number of Brand Shares being purchased by each Purchaser and the
aggregate Purchase Price allocable to each Purchaser is set forth on Exhibit A
attached hereto. The Purchase Price shall be payable in cash by wire transfer to
an account or accounts specified in writing by the Seller simultaneously with
the delivery to the Purchasers of the Brand Shares, in proper form for transfer
or otherwise accompanied by blank stock powers executed by the Seller (with
signature guaranteed).
ARTICLE II
Representations and Warranties Regarding the Seller
The Seller hereby represents and warrants to the Purchasers as follows:
Section 2.1. Authorization. The Seller has the capacity to execute and
deliver this Agreement and to perform his obligations hereunder. The Seller is
under no impairment or other disability, legal, physical, mental or otherwise,
that would preclude or limit the ability of such Seller to perform his
obligations hereunder. This Agreement constitutes a valid and binding obligation
of the Seller, enforceable against such Seller in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
Section 2.2. Non-contravention. Neither the execution and delivery of this
Agreement nor the performance by the Seller of his obligations hereunder will
(i) violate or result in a breach (with or without the lapse of time, the giving
of notice or both) of or constitute a default under (A) any contract, agreement,
commitment, indenture, mortgage, lease, pledge, note, license, permit or other
instrument or obligation, other than Section 2.3 of the Stockholders Agreement,
dated as of July 29, 1997 (the "Stockholders Agreement"), among the Seller, the
Company and the other parties thereto, or (B) any judgment, order, decree, law,
rule or regulation or other restriction of any national, federal, state,
provincial, county, municipal or local government, foreign or domestic, or the
government of any political subdivision of any of the foregoing, or any entity,
authority, agency, ministry or other similar body exercising executive,
legislative, judicial, regulatory or administrative authority or functions of or
pertaining to government, including any authority or other quasi-governmental
entity established to perform any of such functions (each, a "Governmental
Authority"), in each case to which the Seller is a party or by which the Seller
is bound or to which any of his assets or properties are subject, or (ii) result
in the creation or imposition of any lien, claim, charge, mortgage, pledge,
security interest, equity, restriction or other encumbrance (collectively,
"Encumbrances") on the Brand Shares.
Section 2.3. No Consents. Except for compliance with the provisions of
Section 2.3 of the Stockholders Agreement, no notice to, filing with, or
authorization, registration, consent or approval of any Governmental Authority
or other individual, partnership, corporation, joint stock company,
unincorporated organization or association, trust or joint venture, or a
governmental agency or political subdivision thereof (each, a "Person") is
necessary for the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby by the Seller. The approval
set forth in Section 5.1 hereof is sufficient to authorize the sale of the Brand
Shares pursuant to the provisions of the Stockholders Agreement.
Section 2.4. Ownership of the Shares. The Seller owns the Brand Shares
beneficially and of record, free and clear of any Encumbrances, other than
Encumbrances created pursuant to the terms of the Stockholders Agreement and
those arising under applicable federal and state securities laws. Except for the
Stockholders Agreement, there are no voting trust arrangements, shareholder
agreements or other agreements (i) granting any option, warrant or right of
first refusal with respect to the Brand Shares to any Person, (ii) restricting
the right of the Seller to sell the Brand Shares to the Purchasers, or (iii)
restricting any other right of the Seller with respect to the Brand Shares.
Subject to compliance with Section 2.3 of the Stockholders Agreement, the Seller
has the absolute and unrestricted right, power and capacity to sell, assign and
transfer the Brand Shares to the Purchasers free and clear of any Encumbrances
(except for Encumbrances created pursuant to the Stockholders Agreement and
those arising under applicable federal and state securities laws). Upon delivery
to the Purchasers of the certificates representing the Brand Shares in exchange
for the Purchase Price, the Purchasers will acquire good, valid and marketable
title to the Brand Shares, free and clear of any Encumbrances created by the
Seller.
Section 2.5. Brokers. No Person is or will be entitled to a broker's,
finder's, investment banker's, financial adviser's or similar fee from the
Seller in connection with this Agreement or any of the transactions contemplated
hereby.
ARTICLE III
Representations and Warranties Regarding the Purchasers
The Purchasers hereby, severally and not jointly, represent and warrant to
the Seller as follows:
Section 3.1. Organization. Each Purchaser that is not an individual is
either a corporation, limited liability company, general partnership or limited
partnership, duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization.
Section 3.2. Authorization. Each Purchaser that is not an individual has
the power and authority (corporate, limited liability company, partnership and
other) to execute and deliver this Agreement and to perform its obligations
hereunder, all of which have been duly authorized by all requisite corporate,
limited liability company or partnership action. Each Purchaser that is an
individual has the capacity to execute and deliver this Agreement and to perform
his or her obligations hereunder. Each such individual Purchaser is under no
impairment or other disability, legal, physical, mental or otherwise, that would
preclude or limit the ability of such Purchaser to perform his or her
obligations under this Agreement. This Agreement has been duly authorized,
executed and delivered by each Purchaser and constitutes a valid and binding
agreement of such Purchaser, enforceable against such Purchaser in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
Section 3.3. Access to Information. The Purchasers have received all
information regarding the Company that they deemed necessary or advisable to
evaluate the risks and merits of an investment in the Brand Shares. In addition,
the Purchasers and their respective purchaser representatives, if any, have had
an opportunity to ask questions of and receive answers from the Seller and
representatives of the Company concerning the business of the Company, its
condition and prospects (financial and other) and the terms and conditions of
the offering of the Brand Shares.
Section 3.4. Accredited Investor. Each Purchaser is an "Accredited
Investor" as such term is defined in Rule 501 of the rules and regulations of
the Commission promulgated under the Securities Act. No Purchaser was formed for
the purpose of investing in the Brand Shares.
Section 3.5. Investment Intent. (a) Each Purchaser is acquiring the Brand
Shares to be purchased for it for its own account for investment only and not
for or with a view to resale or distribution (except for the disposition by
certain of the Purchasers of up to 200,000 of the Brand Shares to certain
executive officers and directors of the Company). Except as described in the
prior sentence, no Purchaser has entered into any contract, undertaking,
agreement or arrangement with any person to sell, transfer or pledge to such
person or anyone else the Brand Shares and no Purchaser has any present plans or
intentions to enter into any such contract, undertaking, agreement or
arrangement.
(b) Each Purchaser has the financial ability to bear the economic risk
of losing its entire investment in the Brand Shares, is prepared to bear the
economic risk of its investment therein for an indefinite time and can afford to
sustain a complete loss of its investment therein.
(c) The overall commitment of each Purchaser to investments which are
not readily marketable is not disproportionate to its net worth, and an
investment in the Brand Shares will not cause such overall commitment to become
excessive. Each Purchaser's need for diversification in its investment portfolio
will not be impaired by an investment in the Brand Shares.
(d) Each Purchaser has adequate means of satisfying its short term
needs for cash and has no present need for liquidity which would require it to
sell its Brand Shares or any interest therein.
(e) Each Purchaser has substantial experience in making investment
decisions of this type and/or is relying on its own advisors in making this
investment decision and, therefore, either alone or together with its advisors,
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of an investment in the Brand Shares.
(f) Each Purchaser understands that the Brand Shares constitute
restricted securities within the meaning of Rule 144 promulgated under the
Securities Act, and that none of the Brand Shares, or any interest therein, may
be sold except pursuant to an effective registration statement under the
Securities Act or in a transaction exempt from registration under the Securities
Act, and understands the meaning and effect of such restriction.
(g) Each Purchaser has considered and, to the extent such Purchaser
believed such discussion was necessary, discussed with its professional legal,
tax and financial advisers the suitability of an investment in the Brand Shares
for such Purchaser's particular tax and financial situation and each Purchaser
has determined that the Brand Shares are a suitable investment for it.
(h) EACH PURCHASER UNDERSTANDS THAT AN INVESTMENT IN THE BRAND SHARES
BEING PURCHASED BY IT INVOLVES A HIGH DEGREE OF RISK, INCLUDING WITHOUT
LIMITATION, RISKS RELATING TO THE COMPANY'S HISTORY OF LOSSES, RISKS RELATING TO
THE RECENT CHANGE IN THE COMPANY'S BUSINESS FOCUS, RISKS RELATING TO THE
COMPANY'S DEPENDENCE UPON THE DEVELOPMENT OF NEW MARKETS OF UNCERTAIN SIZE AND
GROWTH PROSPECTS, THE COMPANY'S DEFAULTS UNDER SUBSTANTIALLY ALL OF ITS
INDEBTEDNESS AND OUTSTANDING PREFERRED STOCK, THE COMPANY'S CONTINUING NEED FOR
ADDITIONAL CAPITAL, THE COMPANY'S NEED FOR LIQUIDITY, THE EFFECTS OF
COMPETITION, THE COMPANY'S RELIANCE ON KEY PERSONNEL, THE COMPANY'S DEPENDENCE
ON TECHNOLOGY AND TECHNOLOGICAL INNOVATION, THE EFFECTS OF GOVERNMENT REGULATION
OF THE TELECOMMUNICATIONS INDUSTRY, THE RESTRICTIONS ON TRANSFER OF THE
SECURITIES, THE SUBORDINATION PROVISIONS OF THE DEBENTURES, POTENTIAL CONFLICTS
OF INTEREST AND RELATED PARTY TRANSACTIONS INVOLVING THE COMPANY AND THE
DIRECTORS AND OFFICERS OF THE COMPANY, AND RISKS RELATING TO THE SUCCESSFUL
EXECUTION OF THE COMPANY'S BUSINESS AND OPERATING STRATEGY.
Section 3.6. Financial Resources. Each Purchaser has cash or credit
facilities presently available to meet all of its payment obligations hereunder.
Section 3.7. Brokers. No person is or will be entitled to a broker's,
finder's, investment banker's, financial adviser's or similar fee from any
Purchaser in connection with this Agreement or any of the transactions
contemplated hereby.
ARTICLE IV
Survival, Amendment and Waiver
Section 4.1. Survival of Representations and Warranties. The
representations and warranties contained in this Agreement or any certificate
delivered in connection herewith shall survive the sale of the Brand Shares as
contemplated hereby, and shall apply with respect to claims asserted in writing
within one year thereof. The provisions of this Section 4.1 shall not limit any
covenant or agreement of the parties hereto which, by its terms, contemplates
performance after the sale of the Brand Shares.
Section 4.2. Amendments. This Agreement (including the provisions of this
Section 4.2) may not be amended or modified except by an instrument in writing
signed on behalf of all of the parties affected by such amendment or
modification.
Section 4.3. Extension; Waiver. The parties hereto may (i) extend the time
for performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties of the
other parties hereto contained herein or in any document delivered pursuant
hereto, and (iii) waive compliance with any of the agreements of the other
parties hereto or satisfaction of any of the conditions to such party's
obligations contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed on behalf of such party. The failure of a party hereto to assert
any of its rights hereunder shall not constitute a waiver of such rights.
ARTICLE V
Miscellaneous
Section 5.1. Approval of Sale. Each Purchaser who is a party to the
Stockholders Agreement hereby irrevocably approves, pursuant to Section 2.3 of
the Stockholders Agreement, the sale of the Brand Shares as contemplated hereby.
Such Purchasers constitute the Majority Holders (as such term is defined in the
Stockholders Agreement).
Section 5.2. Notices. All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, when delivered by courier, three days
after being deposited in the mail (registered or certified mail, postage
prepaid, return receipt requested), or when received by facsimile transmission
upon receipt of a confirmed transmission report, as follows:
If to the Seller: c/o LogiMetrics, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to the other parties at the address or facsimile transmission number
specified below its name on the signature pages hereto (or, in the case of
Persons who become parties hereto subsequently, at their last addresses or
facsimile transmission numbers shown on the record books of the Company). Any
party hereto, by notice given to the other parties hereto in accordance with
this Section 5.2 may change the address or facsimile transmission number to
which such notice or other communications are to be sent to such party.
Section 5.3. Expenses. Each of the parties hereto shall pay its own
expenses incident to this Agreement and the transactions contemplated herein.
Section 5.4. Governing Law; Consent to Jurisdiction. This Agreement shall
be governed by, and construed in accordance with, the internal laws of the State
of New York, without reference to the choice of law principles thereof. Each of
the parties hereto irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York and the United States District Court for the
Southern District of New York for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Agreement and the transactions
contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this Agreement.
Each of the parties hereto irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in such
court. Each party hereto irrevocably waives any objection to the laying of venue
of any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.
Section 5.5. Assignment; Successors and Assigns; No Third Party Rights.
This Agreement may not be assigned by operation of law or otherwise, and any
attempted assignment shall be null and void. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors, permitted assigns and legal representatives. This Agreement shall be
for the sole benefit of the parties to this Agreement and their respective
heirs, successors, permitted assigns and legal representatives and is not
intended, nor shall be construed, to give any Person, other than the parties
hereto and their respective heirs, successors, assigns and legal
representatives, any legal or equitable right, remedy or claim hereunder.
Section 5.6. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original agreement, but all of which together
shall constitute one and the same instrument.
Section 5.7. Titles and Headings. The titles and headings in this Agreement
are for reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.
Section 5.8. Entire Agreement. This Agreement constitute the entire
agreement among the parties with respect to the matters covered hereby and
thereby and supersede all previous written, oral or implied understandings among
them with respect to such matters.
Section 5.9. Severability. The invalidity of any portion hereof shall not
affect the validity, force or effect of the remaining portions hereof. If it is
ever held that any restriction hereunder is too broad to permit enforcement of
such restriction to its fullest extent, such restriction shall be enforced to
the maximum extent permitted by law.
Section 5.10. Interpretation. Unless otherwise indicated to the contrary
herein by the context or use thereof: (i) the words, "herein," "hereto,"
"hereof" and words of similar import refer to this Agreement as a whole and not
to any particular Section or paragraph hereof; (ii) words importing the
masculine gender shall also include the feminine and neutral genders, and vice
versa; and (iii) words importing the singular shall also include the plural, and
vice versa.
Section 5.11. No Strict Construction. Each of the parties hereto
acknowledge that this Agreement has been prepared jointly by the parties hereto,
and shall not be strictly construed against either party.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
/s/Xxxxxx X. Brand
_____________________________
Xxxxxxx X. Brand
00 Xxxxxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxxxx Xxxxxx
___________________________________
Xxxxxx Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxx 00000
Tel: (000) 000-0000
(000) 000-0000
/s/Xxxxxx X. Xxxxxx
___________________________________
Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxxxx X. Xxxxxxxxx
_________________________________
Xxxxxx X. Xxxxxxxxx, Xxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM 1998 ENTERPRISE FUND, LLC
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its Managing Member
By: /s/Xxxxxx X. Xxxxxxx
____________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
A.C. ISRAEL ENTERPRISES, INC.
By: /s/Xxx Xxxxxx
____________________________
Name: Xxx Xxxxxx
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: CRM Management, Inc.,
Its Managing Member
By: /s/Xxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxx, III
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
_______________________________
Xxxxxxx X. Xxxx, Xx.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Attorney-in-Fact
By: /s/Xxxxxx X. Xxxxxxx
_______________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX EQUITIES CORP.
By: /s/Xxxxxxx Xxxxxxxxxxx
______________________________
Name: Xxxxxxx Xxxxxxxxxxx
Title: Vice President
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
WHITEHALL PROPERTIES, LLC
By: /s/Xxxxxxx Xxxxxxxxxxx
______________________________
Name: Xxxxxxx Xxxxxxxxxxx
Title: Manager
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
KABUKI PARTNERS ADP, GP
By: /s/Xxxxxxx Xxxxxxxxxxx
______________________________
Name: Xxxxxxx Xxxxxxxxxxx
Title: General Partner
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XxXXXXX FAMILY PARTNERSHIP
By: /s/Xxxxxx X. XxXxxxx
______________________________
Name: Xxxxxx X. XxXxxxx
Title: General Partner
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxx X. Xxxxxx
_____________________________
Xxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
/s/Xxxxxx X. Xxxxxxx
_____________________________
Xxxxxx X. Xxxxxxx, III
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX XXXXXXXXX XxXXXXX, LLC
By: /s/Xxxxxx X. Xxxxxxx
___________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Chief Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Exhibit A
List of Purchasers and Allocation of Purchase
Name of Purchaser Purchase Price Number of Shares
Xxxxxx X. Xxxxxx $54,593.00 218,372
A.C. Israel Enterprises, Inc. 54,593.00 218,372
CRM 1998 Enterprise Fund, LLC 148,493.00 593,972
L.A.D. Equity Partners, L.P. 16,377.00 65,508
CRM-EFO Partners, L.P. 13,648.00 54,592
Xxxxxxx X. Xxxx, Xx. 8,189.00 32,756
Xxxxxx Xxxxxxxxx XxXxxxx, LLC 33,333.50 133,334
XxXxxxx Family Partnership 5,459.00 21,836
Xxxxxx X. Xxxxxxxxx, Xxxxx 5,459.00 21,836
Xxxx X. Xxxxxx 5,459.00 21,836
Xxxxxx X. Xxxxxxx, III 2,730.00 10,920
Kabuki Partners ADP, GP 33,750.00 135,000
Xxxxxx Equities Corp. 76,291.50 305,166
Whitehall Properties, LLC 41,625.00 166,500
Total $500,000.00 2,000,000
