Exhibit I
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SECURITIES PURCHASE AGREEMENT DATED JULY 21, 1998
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This Agreement is made and entered into as of the 21st day
of July, 1998, between L-R Global Partners, L.P. ("Buyer"), and
Xx Xxxxx & Co. ("Seller").
W I T N E S S E T H:
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WHEREAS, Seller is the owner of certain Common Shares
Purchase Warrants currently representing the right to purchase in
the aggregate 101,805 shares of Common shares, $0.01 par value
per share, subject to adjustment as set forth therein (the
"Warrants") of Greentree Software, Inc., a New York corporation
("Greentree");
WHEREAS, Seller desires to sell the Warrants to Buyer and
Buyer desires to purchase the Warrants from Seller upon the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual terms and
conditions set forth herein, Seller and Buyer hereby agree as
follows:
1. Purchase and Sale of the Warrants. On the terms and
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subject to the conditions set forth in this Agreement, Seller
hereby sells, transfers, assigns, conveys and delivers to Buyer,
and Buyer hereby purchases, acquires and accepts from Seller, the
Warrants which are more fully described below. Seller will
deliver all Warrants to Greentree Software, Inc. The aggregate
purchase price for the Warrants shall be $100,000.
Initial Number of Initial
Date of Warrant Shares Covered Exercise Price
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May 15,1996 95,321 $0.43
May 15, 1996 52,291 $0.84
October 25, 1996 180,000 $0.30
October 25, 1996 90,000 $0.48
December 11, 1996 9,600 $0.30
December 11, 1996 4,800 $0.48
Number of Shares Current
Date of Warrant Presently Covered Exercise Price (2)
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May 15, 1996 30,533 $1.33
May 15, 1996 23,872 $1.84
October 25, 1996 30,000 $1.11
October 25, 1996 15,000 $1.52
December 11, 1996 1,600 $1.11
December 11, 1996 800 $1.52
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(2) After giving effect to the stock splits and
anti-dilution adjustments effected after date of issuance, as
provided by Greentree to Seller.
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2. Closing. The consummation of the purchase and sale of
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the Warrants shall occur simultaneously with the execution and
delivery by the parties of this Agreement. At such closing,
Seller shall deliver to Greentree Software, Inc., the Warrants
duly endorsed or accompanied by duly executed transfer powers
assignment in favor of buyer. Upon receipt, Xx. Xxxxxx Xxxx of
Greentree Software, Inc. will notify Buyer via facsimile and
simultaneously therewith, Buyer shall wire one hundred thousand
dollars ($100,000.00) to the bank account of Seller in payment of
the purchase price of the Warrants.
3. Representations and Warranties of Seller. The Seller
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represents and warrants to Buyer as follows:
a. Seller is the lawful record and beneficial owner of the
Warrants, and the sale of the Warrants to Buyer by such
Seller pursuant hereto shall transfer to Buyer sole legal
and valid record and beneficial ownership thereto, free and
clear of all claims, liens, charges, restrictions and
encumbrances of any kind, except for restrictions on
transfer under the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated
thereunder.
b. The execution and delivery of this Agreement and the
sale of the Warrants to Buyer pursuant to the provisions
hereof have been duly approved and authorized by all
requisite director, shareholder and other corporate action
on the part of Seller.
c. Seller is not an affiliate of Greentree, as such term
is defined in Rule 144 under the Securities Act.
d. The execution and carrying out of this Agreement and
compliance with the provisions hereof by Seller will not
conflict with, result in any breach of the terms or
conditions of, constitute a default under, or result in a
lien or encumbrance on any of the properties or assets of
Seller pursuant to, its certificate of incorporation or by-
laws or any indenture, mortgage, agreement or other
instrument to which Seller is a party or by which it is
bound.
4. Survival of Representations and Warranties. All
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representations and warranties contained herein shall survive the
execution and delivery hereof and the sale and delivery of the
Warrants hereunder and the exercise of any of the Warrants.
5. Governing Law. This Agreement shall be governed by and
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construed and interpreted in accordance with the law of the State
of New York, without reference to the choice of law principles
thereof.
6. Execution in Counterparts. This Agreement may be
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executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become a binding
agreement when one or more counterparts have been signed by each
party and delivered to the other party.
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IN WITNESS WHEREOF, the parties have executed, delivered and
entered into this Agreement as of the day and year first above
written.
BUYER
L-R Global Partners, L.P.
By: /s/ X. Xxxxxx Xxxxx
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X. Xxxxxx Xxxxx
Authorized Signatory
SELLER
Xx Xxxxx & Co.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
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