[EXHIBIT 4.3]
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated
as of the date of acceptance set forth below, is entered into by and
between EAGLE SUPPLY GROUP, INC., a Delaware corporation (the "Company"),
and each individual or entity named on a signature page hereto (each, a
"Buyer") (each agreement with a Buyer being deemed a separate and
independent agreement between the Company and such Buyer, except that
each Buyer acknowledges and consents to the rights granted to each other
Buyer under such agreement and the Transaction Agreements, as defined
below, referred to therein).
W I T N E S S E T H:
WHEREAS, the Company and the Buyer are executing and
delivering this Agreement in accordance with and in reliance upon the
exemption from securities registration afforded, inter alia, by Rule 506
under Regulation D ("Regulation D") as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933
Act; and
WHEREAS, the Buyer wishes to purchase from the Company and the
Company desires to sell to the Buyers, upon the terms and subject to the
conditions of this Agreement, shares of the common stock, $.0001 par
value per share, of the Company (the "Common Stock"), together with the
Warrants (as defined in Section 4(f) hereof) exercisable for the purchase
of shares of Common Stock, and subject to acceptance of this Agreement
by the Company;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. AGREEMENT TO PURCHASE; PURCHASE PRICE.
a. Purchase.
(i) The undersigned hereby agrees to purchase from the
Company, and the Company hereby agrees to sell to the Buyer, the number
of shares of Common Stock (the "Purchased Shares") specified on the
Buyer's signature page to this Agreement at a price of $2.75 per share
(which amount is subject to equitable adjustment for capital adjustments
such as stock splits, effected after the date hereof). The aggregate
purchase price for the Purchased Shares is specified on the Buyer's
signature page to this Agreement (the "Aggregate Purchase Price"). The
total Aggregate Purchase Price for all Buyers is $3,000,000 (the "Total
Purchase Price").
(ii) Subject to the terms and conditions of this Agreement,
the Buyer will purchase (x) fifty percent (50%) of the Purchased Shares
on the Initial Closing Date (as defined in Section 1(b) hereof) (such
number of shares, the "Initial Purchased Shares") and (y) fifty percent
(50%) of the Purchased Shares on the Additional Closing Date (as defined
in Section 1(b) hereof) (such number of shares, the "Additional Purchased
Shares"). The applicable portion of the Aggregate Purchase Price paid
on the relevant Closing Date (as defined in Section 1(b) hereof) is
referred to as the "Purchase Price" for such Closing Date.
(iii) In furtherance of the foregoing, the portion of the Total
Purchase Price payable by all Buyers (x) on the Initial Closing Date
shall be $1,500,000, and (y) on the Additional Closing Date shall be
$1,500,000. Notwithstanding the foregoing, no Buyer shall be obligated
to pay any portion of the Total Purchase Price in excess of such Buyer's
Aggregate Purchase Price.
(iv) The Purchase Price for each Buyer on each Closing Date
shall be payable in United States Dollars.
b. Certain Definitions. As used herein, each of the
following terms has the meaning set forth below, unless the context
otherwise requires:
(i) "Additional Closing Date" means the date of the closing
of the purchase and sale of the Additional Purchased Shares, as provided
herein.
(ii) "Affiliate," with respect to a specific Person referred
to in the relevant provision, shall have the meaning set forth in Rule
405 promulgated under the 1933 Act.
(iii) "Bid Price" shall mean the 4:00 P.M. closing bid price
of the Common Stock on the Principal Market on the relevant Trading
Day(s).
(iv) "Buyer's Allocable Share" means the fraction, of which
the numerator is the Buyer's Aggregate Purchase Price and the denominator
is the Total Purchase Price.
(v) "Buyer Control Person" means each director, executive
officer, promoter, and such other Persons as may be deemed in control of
the Buyer pursuant to Section 15 of the 1933 Act or Section 20 of the
1934 Securities Exchange Act of 1934, as amended (the "1934 Act").
(vi) "Certificates" means (x) the stock certificates
representing the Purchased Shares and (y) the Warrants, each duly
executed by the Company and issued in the name of the Buyer on the
relevant Closing Date.
(vii) "Closing Date" means the Initial Closing Date or the
Additional Closing Date, as the case may be.
(viii) "Company Control Person" means each director,
executive officer, promoter, and such other Persons as may be deemed in
control of the Company pursuant to Section 15 of the 1933 Act or Section
20 of the 1934 Act.
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(ix) "Effective Date" means the date the Registration
Statement covering the Registrable Securities (as defined in this
Section 1(b)) is declared effective by the SEC.
(x) "Escrow Agent" means the escrow agent identified in the
Joint Escrow Instructions attached hereto as Annex I (the "Joint Escrow
Instructions").
(xi) "Escrow Funds" shall have the meaning set forth in
Section 1(c) hereof.
(xii) "Escrow Property" means the Escrow Funds and the
Certificates delivered to the Escrow Agent as contemplated by Section
1(c) hereof.
(xiii) "Finder" means vFinance Investments, Inc.
(xiv) "Initial Closing Date" means the date of the closing of
the purchase and sale of the Initial Purchased Shares, as provided
herein.
(xv) "Last Audited Date" means June 30, 2001.
(xvi) "Material Adverse Effect" means an event or combination
of events, which individually or in the aggregate, would reasonably be
expected to (w) adversely affect the legality, validity or enforceability
of any of the Transaction Agreements, (x) have or result in a material
adverse effect on the results of operations, assets, prospects, or
condition (financial or otherwise) of the Company and it subsidiaries,
taken as a whole, or (y) adversely impair the Company's authority or
ability to perform fully on a timely basis its obligations under any of
the Transaction Agreements or the transactions contemplated thereby;
provided, that "Material Adverse Effect" shall not be deemed to include
the impact of: (a) changes in the laws of government rules and
regulations relating to the Company's business and the industry in which
it operates as of the date hereof, or interpretations thereof by courts
or governmental authorities promulgated or announced after the date
hereof, (b) changes promulgated after the date hereof in GAAP or
regulatory accounting principles, including those promulgated by the
accounting staff of the SEC, generally applicable to other entities
engaged in businesses similar to that of the Company as of the date
hereof, (c) acts and omissions of the Company taken with the prior
informed consent of all other Persons who are a party to this Agreement
in contemplation of the transactions contemplated hereby, and (d) the
transactions contemplated by this Agreement and the other Transaction
Agreements.
(xvii) "Person" means any living person or any entity,
such as, but not necessarily limited to, a corporation, partnership or
trust.
(xviii) "Principal Market" means The NASDAQ/SmallCap
Market.
(xix) "Purchase Price" shall have the meaning set forth in
Section 1(a)(ii) hereof.
(xx) "Registrable Securities" shall have the meaning ascribed
to it in the Registration Rights Agreement.
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(xxi) "Registration Rights Agreement" means the Registration
Rights Agreement in the form annexed hereto as Annex III as executed by
the Buyer and the Company simultaneously with the execution of this
Agreement.
(xxii) "Registration Statement" shall have the meaning
ascribed to it in the Registration Rights Agreement.
(xxiii) "Reporting Service" means Bloomberg LP or if that
service is not then reporting the relevant information regarding the
Common Stock, a comparable reporting service of national reputation
selected by the Buyer and reasonably acceptable to the Company.
(xxiv) "Securities" means the (w) the Purchased Shares,
(x) the Warrants, and (y) the Warrant Shares.
(xxv) "Trading Day" shall mean any day during which the
Principal Market shall be open for business.
(xxvi) "Transaction Agreements" means this Agreement, the
Joint Escrow Instructions, the Registration Rights Agreement and the
Warrants.
(xxvii) "Warrant Shares" means the shares of Common Stock
issuable on exercise of the Warrants.
c. Form of Payment; Delivery of Certificates.
(i) The Buyer shall pay the relevant Purchase Price for the
Purchased Shares on each Closing Date by delivering immediately available
good funds in United States Dollars to the Escrow Agent no later than the
date prior to such Closing Date. The funds so deposited are referred to
as the "Escrow Funds."
(ii) No later than the relevant Closing Date, the Company
shall deliver the Certificates to the Escrow Agent. Time is of the
essence with respect to such delivery, and failure by the Company to make
such delivery shall constitute a default by the Company of its
obligations hereunder.
(iii) By signing this Agreement, each of the Buyer and the
Company, subject to acceptance by the Escrow Agent, agrees to all of the
terms and conditions of, and becomes a party to, the Joint Escrow
Instructions, all of the provisions of which are incorporated herein by
this reference as if set forth in full.
d. Method of Payment. Payment of the Purchase Price into
escrow shall be made by wire transfer of funds to the following account
or an alternate account designated by the Escrow Agent by notice to the
Buyer:
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Bank of New York
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ABA# 000000000
For credit to the account of Xxxxxxx & Xxxxxx llp
Account No.: [To be provided to the Buyer by Xxxxxxx
& Prager llp]
Re: Eagle Supply Transaction
Not later than 3:00 p.m., New York time, on the date which is two (2)
Trading Days after both the Buyer and the Company shall have accepted
this Agreement and returned a signed counterpart of this Agreement to the
Escrow Agent by facsimile, (i) the Buyer shall deposit with the Escrow
Agent the Purchase Price for the Initial Purchased Shares in immediately
available funds and (ii) the Company shall deliver the Certificates in
escrow to the Escrow Agent. Time is of the essence with respect to such
payment and delivery, and failure by the Buyer or the Company to make
such payment or delivery, shall constitute a default by the Buyer or the
Company, as the case may be, and, without limiting the Company's or the
Buyer's other remedies, allow the Company or the Buyer, as the case may
be, to cancel this Agreement.
2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO
INFORMATION; INDEPENDENT INVESTIGATION.
The Buyer represents and warrants to, and covenants and agrees
with, the Company as follows:
a. Without limiting Buyer's right to sell the Securities
pursuant to the Registration Statement or otherwise in compliance with
the 1933 Act, the Buyer is purchasing the Securities for its own account
for investment only and not with a view towards the public sale or
distribution thereof and not with a view to or for sale in connection
with any distribution thereof.
b. The Buyer is (i) an "accredited investor" as that term
is defined in Rule 501 of Regulation D by reason of Rule 501(a)
thereunder, (ii) experienced in making investments of the kind described
in this Agreement and the related documents, (iii) able, by reason of the
business and financial experience of its officers (if an entity) and
professional advisors (who are not affiliated with or compensated in any
way by the Company or any of its affiliates or selling agents), to
protect its own interests in connection with the transactions described
in this Agreement, and the related documents, and to evaluate the merits
and risks of an investment in the Securities, and (iv) able to afford the
entire loss of its investment in the Securities.
c. The Buyer understands and agrees that it may not offer,
sell, transfer, pledge, hypothecate or otherwise dispose of any of the
Securities unless such Securities are registered under the 1933 Act and
the securities and Blue Sky laws of all other applicable jurisdictions
or an exemption from such registration is available.
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d. The Buyer further understands that the Securities are
being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities
laws and that the Company is relying upon the truth and accuracy of, and
the Buyer's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Buyer set forth herein in order
to determine the availability of such exemptions and the eligibility of
the Buyer to acquire the Securities, and, accordingly, confirms that all
such statements contained herein are true, complete and accurate as of
the date hereof, and shall be true, accurate as of the date that this
Agreement is accepted by the Company, and, as provided herein, shall
survive such acceptance. The Buyer agrees that, if any events occur or
circumstances exist prior to the Initial Closing Date or the Additional
Closing Date, as the case may be, or the issuance of the Securities to
the Buyer which would make, as of such Closing Date, any of the Buyer's
representations, warranties, agreements or other information set forth
herein materially untrue or materially inaccurate, the Buyer shall
immediately notify the Company (directly or through its counsel) in
writing of such fact prior to such Closing Date, specifying which
representation, warranty or covenant is affected and the reasons
therefor.
e. The Buyer and its advisors, if any, have been furnished
with or have been given access to all materials relating to the business,
finances and operations of the Company and materials relating to the
offer and sale of the Securities which have been requested by the Buyer,
including Annex IV hereto. The Buyer and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and have
received complete and satisfactory answers to any such inquiries.
Without limiting the generality of the foregoing, the Buyer has also had
the opportunity to obtain and to review the Company's (1) Annual Report
on Form 10-K for the fiscal year ended June 30, 2001, (2) Quarterly
Reports on Form 10-Q for the fiscal quarters ended September 30, 2001 and
December 31, 2001; (3) Definitive Information Statement filed on November
13, 2001; and (4) the Registration Statement on Form S-3 filed on April
19, 2002 (collectively, the "Company's SEC Documents").
f. The Buyer understands that its investment in the
Securities involves a high degree of risk.
g. The Buyer hereby represents that, in connection with its
purchase of the Securities, it has not relied on any statement or
representation by the Company or the Finder or any of their respective
officers, directors and employees or any of their respective attorneys
or agents or the Finder, except as specifically set forth herein. The
Finder is a third party beneficiary of this provision.
h. If the Buyer is an entity (rather than one or more
individuals), the Buyer is an entity duly organized, validly existing and
in good standing under the laws of the jurisdiction identified on the
Buyer's signature page to this Agreement and the Buyer has the requisite
power to enter into this Agreement and the other Transaction Agreements
and the transactions, including the purchase of the Securities,
contemplated hereby and thereby.
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i. To the knowledge of Buyer, assuming the accuracy of the
Company's representations in Section 3 hereof, no authorization, approval
or consent of any court, governmental body, regulatory agency,
self-regulatory organization, stock exchange or market or the beneficial
owners of the Buyer of the Buyer is required to be obtained by the Buyer
for the purchase of the Securities as contemplated by this Agreement,
except such authorizations, approvals and consents that have been
obtained or for which the failure to obtain such would not, individually
or in the aggregate, materially adversely affect the legality, validity
or enforceability of any of the Transaction Agreements as against the
Buyer or materially adversely impair the Buyer's ability to perform fully
on a timely basis its obligations under any of the Transaction
Agreements.
j. The Buyer understands that no United States federal or
state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities.
k. This Agreement has been duly and validly authorized,
executed and delivered on behalf of the Buyer and is a valid and binding
agreement of the Buyer enforceable in accordance with its terms, except
in all cases to the extent that (i) enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting the enforcement of creditors' rights and remedies
generally, (ii) the availability of the equitable remedy of specific
performance and injunctive relief is subject to the discretion of the
court before which the proceedings may be brought, and (iii) the
enforceability of the provisions hereof relating to indemnification and
contribution may be limited by applicable federal, state or other
securities laws or the public policy underlying such laws.
l. The Buyer acknowledges and understands the meaning and
legal consequences of the representations, warranties and covenants
provided by the Buyer in this Agreement, and the Buyer agrees to
indemnify and hold harmless the Company and its agents, employees and
representative from and against any and all losses, damages, costs,
expenses (including reasonable attorneys' fees) and liabilities due to
or arising out of any misrepresentation, breach of warranty or
nonfulfillment of or failure to perform any covenant or agreement on the
part of Company contained in this Agreement, except to the extent such
damages or loss result primarily from the Company's failure to perform
any covenant or agreement contained in this Agreement or the Company's
or its officers, directors, employees, agents or Company Control Person's
negligence, recklessness or bad faith in performing its obligations under
this Agreement.
3. COMPANY REPRESENTATIONS, ETC. Except as provided in
Annex IV hereto or in the Company's SEC Documents or as otherwise
provided herein, the Company represents and warrants to the Buyer, as of
the date hereof and as of the Initial Closing Date, that,
a. Concerning the Securities. As of the Initial Closing
Date, the Securities shall have been duly authorized by all necessary
corporate action on the part of the Company, and, when issued and
delivered against payment therefor as contemplated by the Transaction
Agreements, will be duly and validly issued, fully paid and non-
assessable. No stockholder of the Company is entitled to any preemptive
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rights with respect to the sale of the Securities contemplated by the
Transaction Agreements. No party has a currently exercisable right of
first refusal to which the Company is a party or to which the Company or
any Company Control Person is aware that would be applicable to any or
all of the transactions contemplated by the Transaction Agreements.
b. Status. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware and has the requisite corporate power to own its properties and
to carry on its business as now being conducted as described in the
Company's SEC Documents. The Company is duly qualified as a foreign
corporation to do business and is in good standing in each jurisdiction
where the nature of the business conducted or property owned by it makes
such qualification necessary, other than those jurisdictions in which the
failure to so qualify would not have a Material Adverse Effect. The
Company has registered its stock under, and is obligated to file reports
pursuant to, Section 12 of the 1934 Act. The Common Stock is listed and
quoted on the Principal Market. The Company has received no notice,
either oral or written, with respect to the continued eligibility of the
Common Stock for such listing and quotation on the Principal Market, and
the Company has maintained all requirements on its part for the
continuation of such listing and trading.
c. Authorized Shares. As of the Initial Closing Date,
immediately before giving effect to the transactions contemplated by the
Transaction Agreements, (i) the authorized capital stock of the Company
consists of (x) 25,000,000 shares of Common Stock, $.0001 par value per
share, of which 8,510,000 are outstanding and (y) 2,500,000 shares of
preferred stock, of which none are outstanding, and (ii) all issued and
outstanding shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable. The Company has sufficient
authorized and unissued shares of Common Stock as may be necessary to
effect the issuance of the Securities.
d. Securities Purchase Agreement. This Agreement and the
transactions contemplated thereby have been duly and validly authorized
by the Company. This Agreement has been duly executed and delivered by
the Company. This Agreement is, and the other Transaction Agreements,
when executed and delivered by the Company, will be, valid and binding
agreements of the Company enforceable in accordance with their respective
terms, except in all cases to the extent that (i) enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting the enforcement of creditors' rights and
remedies generally, (ii) the availability of the equitable remedy of
specific performance and injunctive relief is subject to the discretion
of the court before which the proceedings may be brought, and (iii) the
enforceability of the provisions hereof relating to indemnification and
contribution may be limited by applicable federal, state or other
securities laws or the public policy underlying such laws.
e. Non-contravention. The execution and delivery of this
Agreement and the other Transaction Agreements by the Company, the
issuance of the Securities, and the consummation by the Company of the
other transactions contemplated by the Transaction Agreements do not and
will not conflict with or result in a breach by the Company of any of the
terms or provisions of, or constitute a default under (i) the certificate
of incorporation or other charter document and by-laws of the Company,
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each as currently in effect, (ii) any material indenture, mortgage, deed
of trust, or other material agreement or instrument to which the Company
is a party or by which it or any of its properties or assets are bound,
including any listing agreement for the Common Stock except as herein set
forth, or (iii) to its knowledge, any existing applicable law, rule, or
regulation or any applicable decree, judgment, or order of any court,
United States federal or state regulatory body, administrative agency,
or other governmental body having jurisdiction over the Company or any
of its respective properties or assets; except that the foregoing
representation in any of the clauses of this Section 3(e) shall not
apply in each case to the extent such conflict, breach or default would
not have a Material Adverse Effect.
f. Approvals. Assuming the accuracy of the Buyer's
representations in Section 2 hereof, no authorization, approval or
consent of any court, governmental body, regulatory agency,
self-regulatory organization, stock exchange or market or the
stockholders of the Company is required to be obtained by the Company for
the issuance and sale of the Securities to the Buyer as contemplated by
this Agreement, except such authorizations, approvals and consents that
have been obtained or for which the failure to obtain such would not,
individually or in the aggregate, have a Material Adverse Effect.
g. Filings. As of their respective filing dates, none of
the Company's SEC Documents contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein
or necessary to make the statements made therein in light of the
circumstances under which they were made, not misleading (except any
statements or omissions therein which were corrected or otherwise
disclosed or updated in a filing of any of the subsequent Company's SEC
Documents).
h. Absence of Certain Changes. Since the Last Audited Date,
there has been no Material Adverse Effect. Since the Last Audited Date,
except as provided in the Company's SEC Documents, the Company has not
(i) incurred or become subject to any material liabilities (absolute or
contingent) except liabilities incurred in the ordinary course of
business consistent with past practices; (ii) discharged or satisfied any
material lien or encumbrance or paid any material obligation or liability
(absolute or contingent), other than current liabilities paid in the
ordinary course of business consistent with past practices; (iii)
declared or made any payment or distribution of cash or other property
to stockholders with respect to its capital stock, or purchased or
redeemed, or made any agreements to purchase or redeem, any shares of its
capital stock; (iv) sold, assigned or transferred any other tangible
assets, or canceled any debts or claims, except in the ordinary course
of business consistent with past practices; (v) suffered any substantial
losses or waived any rights of material value, whether or not in the
ordinary course of business, or suffered the loss of any material amount
of existing business; (vi) made any changes in employee compensation,
except in the ordinary course of business consistent with past practices;
or (vii) experienced any material problems with labor or management in
connection with the terms and conditions of their employment.
i. Full Disclosure. There is no fact known to the Company
(other than general economic conditions known to the public generally)
that has not been disclosed in writing to the Buyer that would reasonably
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be expected to materially and adversely affect the ability of the Company
to perform its obligations pursuant to this Agreement or any of the other
Transaction Agreements.
j. Absence of Litigation. There is no action, suit,
proceeding, inquiry or investigation before or by any court, public board
or body pending or, to the knowledge of the Company, threatened against
or affecting the Company before or by any governmental authority or
nongovernmental department, commission, board, bureau, agency or
instrumentality or any other Person to which the Company is a party or
of which the Company is otherwise aware, wherein an unfavorable decision,
ruling or finding would have a Material Adverse Effect. The Company is
not aware of any valid basis for any such claim that (either individually
or in the aggregate with all other such events and circumstances) could
reasonably be expected to have a Material Adverse Effect. There are no
outstanding or unsatisfied judgments, orders, decrees, writs, injunctions
or stipulations to which the Company is a party or by which it or any of
its properties is bound, that involve the transaction contemplated herein
or that, alone or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.
k. Absence of Events of Default. Except as set forth in
Section 3(e) hereof, no Event of Default (or its equivalent term), as
defined in the respective agreement to which the Company is a party, and
no event which, with the giving of notice or the passage of time or both,
would become an Event of Default (or its equivalent term) (as so defined
in such agreement), has occurred and is continuing, which would have a
Material Adverse Effect.
l. Absence of Certain Company Control Person Actions or
Events. None of the following has occurred during the past five (5)
years with respect to a Company Control Person:
(1) A petition under the federal bankruptcy laws or any state
insolvency law was filed by or against, or a receiver, fiscal agent
or similar officer was appointed by a court for the business or
property of such Company Control Person, or any partnership in which
he was a general partner at or within two years before the time of
such filing, or any corporation or business association of which he
was an executive officer at or within two years before the time of
such filing;
(2) Such Company Control Person was convicted in a criminal
proceeding or is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);
(3) Such Company Control Person was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily
enjoining him from, or otherwise limiting, the following activities:
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(i) acting, as an investment advisor, underwriter,
broker or dealer in securities, or as an affiliated
person, director or employee of any investment company,
bank, savings and loan association or insurance company,
as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator,
floor broker, any other Person regulated by the
Commodity Futures Trading Commission ("CFTC") or
engaging in or continuing any conduct or practice in
connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in
connection with any violation of federal or state
securities laws or federal commodities laws;
(4) Such Company Control Person was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated,
of any federal or state authority barring, suspending or otherwise
limiting for more than 60 days the right of such Company Control
Person to engage in any activity described in paragraph (3) of this
item, or to be associated with Persons engaged in any such activity;
or
(5) Such Company Control Person was found by a court of competent
jurisdiction in a civil action or by the CFTC or SEC to have
violated any federal or state securities law, and the judgment in
such civil action or finding by the CFTC or SEC has not been
subsequently reversed, suspended, or vacated.
m. Prior Issues. Since the Last Audited Date, the Company
has not issued any stock option grants, convertible securities, or any
shares of its Common Stock.
n. No Undisclosed Liabilities or Events. Since the Last
Audited Date, the Company has incurred no liabilities or obligations
other than (x) those disclosed in the Transaction Agreements or the
Company's SEC Documents, (y) those incurred in the ordinary course of the
Company's business, or (z) which individually or in the aggregate, do not
or would not have a Material Adverse Effect. No event or circumstances
has occurred or exists with respect to the Company or its properties,
business, operations, condition (financial or otherwise), or results of
operations, which, under applicable law, rule or regulation, requires
public disclosure or announcement prior to the date hereof by the Company
but which has not been so publicly announced or disclosed. There are no
proposals currently under consideration or currently anticipated to be
under consideration by the Board of Directors or the executive officers
of the Company which proposal would (i) change the certificate of
incorporation or other charter document or by-laws of the Company, each
as currently in effect, with or without shareholder approval, which
change would reduce or otherwise adversely affect the rights and powers
of the shareholders of the Common Stock or (ii) materially or
substantially change the business, assets or capital of the Company,
including its interests in subsidiaries.
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o. No Integrated Offering. Neither the Company nor any of
its affiliates nor any person acting on its or their behalf has, directly
or indirectly, at any time since November 1, 2001, made any offer or
sales of any security or solicited any offers to buy any security under
circumstances that would cause the exemption from registration under Rule
506 of Regulation D not to be available to the Company in connection with
the offer and sale of the Securities as contemplated hereby.
p. Fees to Brokers, Finders and Others. Except for payment
of fees to the Finder, payment of which is the sole responsibility of the
Company, the Company has taken no action which would give rise to any
claim by any person for brokerage commission, finder's fees or similar
payments by Buyer relating to this Agreement or the transactions
contemplated hereby. Buyer shall have no obligation with respect to such
fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section 3(p) that may be due in
connection with the transactions contemplated hereby.
q. Confirmation. The Company confirms that all statements
of the Company contained herein shall survive acceptance of this
Agreement by the Buyer. The Company agrees that, if any events occur or
circumstances exist prior to the Initial Closing Date or Additional
Closing Date, as the case may be, or the release of the Escrow Funds to
the Company which would make any of the Company's representations,
warranties, agreements or other information set forth herein materially
untrue or materially inaccurate as of such Closing Date, the Company
shall immediately notify the Buyer (directly or through its counsel) in
writing prior to such Closing Date of such fact, specifying which
representation, warranty or covenant is affected and the reasons
therefor.
4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.
a. Transfer Restrictions. The Buyer acknowledges that (1)
the Securities have not been and are not being registered under the
provisions of the 1933 Act and, except as provided in the Registration
Rights Agreement or otherwise included in an effective registration
statement, the Securities have not been and are not being registered
under the 1933 Act, and may not be transferred unless (A) subsequently
registered thereunder or (B) the Buyer shall have delivered to the
Company an opinion of counsel, reasonably satisfactory in form, scope and
substance to the Company, to the effect that the Securities to be sold
or transferred may be sold or transferred pursuant to an exemption from
such registration; (2) any sale of the Securities made in reliance on
Rule 144 promulgated under the 1933 Act may be made only in accordance
with the terms of said Rule and further, if said Rule is not applicable,
any resale of such Securities under circumstances in which the seller,
or the person through whom the sale is made, may be deemed to be an
underwriter, as that term is used in the 1933 Act, may require compliance
with some other exemption under the 1933 Act or the rules and regulations
of the SEC thereunder; and (3) neither the Company nor any other person
is under any obligation to register the Securities (other than pursuant
-12-
5/14/02
to the Registration Rights Agreement) under the 1933 Act or to comply
with the terms and conditions of any exemption thereunder.
b. Restrictive Legend. The Buyer acknowledges and agrees
that, until such time as the Securities have been registered under the
1933 Act as contemplated by the Registration Rights Agreement in
accordance with an effective Registration Statement or otherwise as part
of another effective registration statement, certificates and other
instruments representing any of the Securities shall bear a restrictive
legend in substantially the following form (and a stop-transfer order may
be placed against transfer of any such Securities):
THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF
COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED.
c. Filings. The Company undertakes and agrees to make all
necessary filings in connection with the sale of the Securities to the
Buyer under any United States laws and regulations applicable to the
Company, or by any domestic securities exchange or trading market, and
to provide a copy thereof to the Buyer promptly after such filing.
d. Reporting Status. So long as the Buyer beneficially owns
any of the Registrable Securities, whether or not the Registrable
Securities are then registered under an effective Registration Statement,
the Company shall file all reports required to be filed with the SEC
pursuant to Section 13 or 15(d) of the 1934 Act, and shall take all
commercially reasonable action under its control to ensure that adequate
current public information with respect to the Company, as required in
accordance with Rule 144(c)(2) of the 1933 Act, is publicly available.
So long as the Buyer beneficially owns any of the Registrable Securities,
the Company shall not terminate its status as an issuer required to file
reports under the 1934 Act even if the 1934 Act or the rules and
regulations thereunder would permit such termination. The Company will
take all commercially reasonable action under its control to obtain and
to continue the listing and trading of its Common Stock (including,
without limitation, all Registrable Securities) on the Principal Market
or The NASDAQ/National Market (collectively, "The NASDAQ Stock Market")
and will comply in all material respects with the Company's reporting,
filing and other obligations under the by-laws or rules of the National
Association of Securities Dealers, Inc. or The NASDAQ Stock Market.
e. Use of Proceeds. The Company will use the proceeds from
the sale of the Securities (excluding amounts paid by the Company for
placement agent or finder's fees and legal and escrow fees in connection
-13-
5/14/02
with the sale of the Securities; "Net Proceeds"), subject to the
provisions of the immediately following sentence, for the repayment of
indebtedness, to finance acquisitions of companies operating primarily
in the roofing supplies and related products industry, to expand
operations and for working capital purposes, including general corporate
purposes of the Company and its subsidiaries. Except for the express
purposes detailed in this Section 4(e), unless specifically consented to
in advance in each instance by the Buyer, the Company shall not, directly
or indirectly, use such proceeds for any loan to or investment in any
other corporation, partnership enterprise or other person.
f. Warrants. The Company agrees to issue to the Buyer on
each Closing Date transferable warrants (the "Warrants") for the purchase
of a number of shares of Common Stock equal to ten percent (10%) of the
Purchased Shares acquired by the Buyer on that Closing Date at an
exercise price equal to $3.50 per share (which amount shall be equitably
adjusted to reflect capital adjustments, such as stock splits, effected
after the date hereof and before the issuance of the Warrant). The
Warrants will expire on the last day of the calendar month in which the
fifth anniversary of the relevant Closing Date occurs. Each of the
Warrants shall be in the form annexed hereto as Annex V. The Warrant
Shares shall have registration rights as provided in the Registration
Rights Agreement.
5. TRANSFER AGENT INSTRUCTIONS. The Company will not
issue any instruction to its transfer agent restricting the transfer of
the Registrable Securities after the Effective Date of the Registration
Statement. The Company warrants that no instruction other than such
instructions referred to in this Section 5 and stop transfer instructions
to give effect to Sections 4(a) and (b) hereof prior to registration and
sale of the Registrable Securities under the 1933 Act will be given by
the Company to the transfer agent and that the Registrable Securities
shall otherwise be freely transferable on the books and records of the
Company as and to the extent provided in this Agreement, the Registration
Rights Agreement, and applicable law. Nothing in this Section shall
affect in any way the Buyer's obligations and agreement to comply with
all applicable securities laws upon resale of the Securities. If the
Buyer provides the Company with an opinion of counsel reasonably
satisfactory to the Company that registration of a resale by the Buyer
of any of the Securities is not required under the 1933 Act, the Company
shall take all steps necessary or appropriate to ensure that the Company
shall permit the transfer of the Securities and promptly instruct the
Company's transfer agent to issue one or more certificates for Common
Stock without legend in such name and in such denominations as specified
by the Buyer.
6. CLOSING DATES.
a. The Initial Closing Date shall occur on the date which
is the first Trading Day after each of the conditions contemplated by
Sections 7 and 8 hereof shall have either been satisfied or been waived
by the party in whose favor such conditions run.
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5/14/02
b. (i) The Additional Closing Date shall be the date
specified in the Additional Closing Date Notice (as defined below) .
(ii) Subject to the other provisions of this Section
6(b), the term "Additional Closing Date Notice" means a written notice
given by the Company to the Buyer and to the Escrow Agent by fax
transmission or hand delivery no later than one (1) business day after
the Company submits the Effectiveness Request (as defined below; a copy
of the Effectiveness Request shall be attached to the Additional Closing
Date Notice).
(iii) It also shall be a condition to the giving of an
Additional Closing Date Notice that the representations and warranties
of the Company contained in Section 3 hereof shall be true and correct
in all material respects and there shall have been no Material Adverse
Effect from the Initial Closing Date through and including the date the
Company gives the Additional Closing Date Notice to the Buyer (and the
Company's issuance of the Additional Closing Date Notice shall constitute
the Company's making each such representation and warranty as of such
date).
(iv) The Company also shall give written notice (an
"Effectiveness Notice") to the Buyer and the Escrow Agent both (x) by fax
transmission or hand delivery and (y) by telephone communication of the
actual Effective Date declared by the SEC no later than noon on the
second business day after such Effective Date. The fifth (5th) day after
the actual Effective Date, which may be later than the date requested in
the Effectiveness Request, shall be the Additional Closing Date.
(v) The term "Effectiveness Request" means the Company's
written request to the SEC that the SEC declare the Registration
Statement effective on a specified date; provided, however, that the
Effectiveness Request shall be given only after the SEC has advised the
Company informally, in writing or otherwise that it will respond
favorably to such request.
(vi) The closing for the Additional Purchased Shares
shall be conducted upon the same terms and conditions as those applicable
to the Initial Purchased Shares.
(vii) The Company hereby covenants and agrees that the
Company will issue each of the Additional Closing Date Notice and the
Effectiveness Notice to the Buyer and the Escrow Agent on a timely basis.
c. Each closing of the purchase and issuance of Purchased
Shares shall occur on the relevant Closing Date at the offices of the
Escrow Agent and shall take place no later than 3:00 P.M., New York time,
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on such day or such other time as is mutually agreed upon by the Company
and the Buyer.
d. Notwithstanding anything to the contrary contained
herein, the Escrow Agent will be authorized to release the Escrow Funds
to the Company and to others and to release the other Escrow Property on
the relevant Closing Date upon satisfaction of the conditions set forth
in Sections 7 and 8 hereof and as provided in the Joint Escrow
Instructions.
7. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
The Buyer understands that the Company's obligation to sell
the relevant Securities to the Buyer pursuant to this Agreement on the
relevant Closing Date is conditioned upon:
a. The execution and delivery of this Agreement and the
Registration Rights Agreement by the Buyer on or prior to the Initial
Closing Date;
b. Delivery by the Buyer to the Escrow Agent of good funds
as payment in full of an amount equal to the relevant Purchase Price for
the Securities in accordance with this Agreement;
c. The accuracy on such Closing Date of the representations
and warranties of the Buyer contained in this Agreement, each as if made
on such date (unless another date is specified therein), and the
performance by the Buyer on or before such date (unless another date is
specified therein) of all covenants and agreements of the Buyer required
to be performed on or before such date; and
d. There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or
requiring any consent or approval which shall not have been obtained.
8. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
The Company understands that the Buyer's obligation to
purchase the relevant Securities on the relevant Closing Date is
conditioned upon:
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5/14/02
a. The execution and delivery of this Agreement, the
Registration Rights Agreement and the other Transaction Agreements by the
Company on or before the Initial Closing Date;
b. Delivery by the Company to the Escrow Agent of the
relevant Certificates in accordance with this Agreement;
c. The accuracy in all material respects on such Closing
Date of the representations and warranties of the Company contained in
this Agreement, each as if made on such date (unless another date is
specified therein), subject with respect to the Additional Closing Date
to the extent of changes effected by the transactions contemplated by
this Agreement and the other Transaction Agreements, and the performance
by the Company on or before such date (unless another date is specified
therein) of all covenants and agreements of the Company required to be
performed on or before such date;
d. On such Closing Date, each of the Transaction Agreements
executed by the Company on or before such date shall be in full force and
effect and the Company shall not be in default thereunder;
e. On such Closing Date, the Buyer shall have received an
opinion of counsel for the Company, dated such Closing Date, in form,
scope and substance reasonably satisfactory to the Buyer, substantially
to the effect set forth in Annex II attached hereto;
f. There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or
requiring any consent or approval which shall not have been obtained;
g. From and after the date hereof to and including such
Closing Date, trading in securities generally on the Principal Market
shall not have been suspended or limited, nor shall there be any major
outbreak or escalation of hostilities involving the United States or any
material adverse change in any financial market that in either case in
the reasonable judgment of the Buyer makes it impracticable or
inadvisable to purchase the Securities; and
h. With respect to the Additional Closing Date,
(i) an Additional Closing Date Notice and an Effectiveness
Notice shall have been duly and timely given;
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(ii) the Registration Statement shall have been declared
effective by the SEC to cover all Registrable Securities as contemplated
by the Registration Rights Agreement, five (5) days prior to such
Additional Closing Date; and
(iii) the representations and warranties of the Company
contained in Section 3 hereof shall be true and correct in all material
respects as if made on the Additional Closing Date (rather than the
Initial Closing Date) and there shall have been no Material Adverse
Effect from the Initial Closing Date through and including the Additional
Closing Date (and an executive officer of the Company shall issue an
Officer's Certificate substantially in the form of Annex VI hereto with
respect thereto; provided, however, that such Officer's Certificate may
update certain information, such as the number of shares of the Company's
stock outstanding, included in Section 3).
9. INDEMNIFICATION.
a. The Company agrees to indemnify and hold harmless Buyer
and its officers, directors, employees, representatives, and agents, and
each Buyer Control Person (collectively, "Covered Buyers") from and
against any losses, claims, damages, liabilities or expenses (including
reasonable attorneys' fees) incurred (collectively, "Damages"), jointly
or severally, and any action in respect thereof to which a Covered Buyer
becomes subject to, resulting from, arising out of or relating to any
misrepresentation, breach of warranty or nonfulfillment of or failure to
perform any covenant or agreement on the part of Company contained in
this Agreement, as such Damages are incurred, except to the extent such
Damages result primarily from (i) Buyer's failure to perform any covenant
or agreement contained in this Agreement or Buyer's or its officer's,
director's, employee's, agent's or Buyer Control Person's negligence,
recklessness or bad faith in performing its obligations under this
Agreement and (ii) the marketing actions of the Finder not specifically
approved and authorized by the Company, including, without limitation,
the Finder's making any representations and misstatements regarding the
Company not contained in the Company SEC Documents or the Transaction
Agreements.
b. If
(x) the Buyer becomes involved in any capacity in any action,
proceeding or investigation brought by any stockholder of the
Company, in connection with or as a result of the consummation
of the transactions contemplated by this Agreement or the
other Transaction Agreements, or if the Buyer is impleaded in
any such action, proceeding or investigation by any Person, or
(y) the Buyer becomes involved in any capacity in any action,
proceeding or investigation brought by the SEC, any self-
regulatory organization or other body having jurisdiction,
-18-
5/14/02
against or involving the Company or in connection with or as
a result of the consummation of the transactions contemplated
by this Agreement or the other Transaction Agreements, or if
the Buyer is impleaded in any such action, proceeding or
investigation by any Person,
then in any such case, the Company hereby agrees to indemnify, defend and
hold harmless the Buyer from and against and in respect of all losses,
claims, liabilities, damages or expenses resulting from, imposed upon or
incurred by the Buyer, directly or indirectly, and reimburse such Buyer
for its reasonable legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith, as such
expenses are incurred; provided, however, that the provisions of this
Section 9(b) shall not apply to the extent such losses, claims,
liabilities, damages or expenses result primarily from the marketing
actions of the Finder not specifically approved and authorized by the
Company, including, without limitation, the Finder's making any
representations and misstatements regarding the Company not contained in
the Company SEC Documents or the Transaction Agreements. The
indemnification and reimbursement obligations of the Company under this
paragraph shall be in addition to any liability which the Company may
otherwise have (other than matters specifically addressed in the
Registration Rights Agreement, which shall be governed solely by that
agreement), shall extend upon the same terms and conditions to any
Covered Buyer who are actually named in such action, proceeding or
investigation, and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company,
the Buyer, any such Covered Buyer. The Company also agrees that neither
the Covered Buyer shall not have any liability to the Company or any
Person asserting claims on behalf of or in right of the Company in
connection with or as a result of the consummation of this Agreement or
the other Transaction Agreements, except as provided in or contemplated
by this Agreement.
c. The indemnity agreements in this Section 9 shall apply
with respect to all claims for indemnity made within three (3) years
after the Additional Closing Date; provided, however, that it shall
continue to apply to all Damages relating to or arising out of such claim
even with respect to any portion of the Damages which were incurred or
accrued or otherwise relate to periods after the third anniversary of the
Additional Closing Date.
d. The indemnity agreements contained herein shall be in
addition to (i) any cause of action or similar rights of the indemnified
party against the indemnifying party or others, and (ii) any liabilities
the indemnifying party may be subject to.
10. JURY TRIAL WAIVER. The Company and the Buyer hereby
waive a trial by jury in any action, proceeding or counterclaim brought
by either of the Parties hereto against the other in respect of any
matter arising out of or in connection with the Transaction Agreements.
11. GOVERNING LAW; MISCELLANEOUS.
a. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware for contracts to be
wholly performed in such state and without giving effect to the
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5/14/02
principles thereof regarding the conflict of laws. To the extent
determined by such court, the losing Party shall reimburse the successful
Party for any reasonable legal fees and disbursements incurred by the
successful Party in enforcement of or protection of any of its rights or
defense of its actions under any of the Transaction Agreements.
b. Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.
c. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties
hereto.
d. All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may
require.
e. A facsimile transmission of this signed Agreement shall
be legal and binding on all parties hereto.
f. This Agreement may be signed in one or more counterparts,
each of which shall be deemed an original.
g. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of,
this Agreement.
h. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this
Agreement or the validity or enforceability of this Agreement in any
other jurisdiction.
i. This Agreement may be amended only by an instrument in
writing signed by the party to be charged with enforcement thereof.
j. In no event, except as specifically contemplated by the
terms of any of the Transaction Agreements, shall either party be liable
under any of the Transaction Agreements or otherwise for any
consequential, incidental, indirect, punitive or special damages of any
nature whatsoever (including, without limitation, any damages arising out
of or in connection with any loss of profit, loss of business or
anticipatory profits), even if the other party has been advised of the
likelihood of such damages occurring to the non-defaulting party. The
provisions of this Section 9(j) shall not limit the direct obligations
of either party to the other party pursuant to a specific provision of
any of the Transaction Agreements.
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5/14/02
k. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject
matter hereof.
12. NOTICES. Any notice required or permitted hereunder
shall be given in writing (unless otherwise specified herein) and shall
be deemed effectively given on the earliest of
(a) the date delivered, if delivered by personal delivery as
against written receipt therefor or by confirmed facsimile
transmission,
(b) the seventh business day after deposit, postage prepaid,
in the United States Postal Service by registered or certified
mail, or
(c) the third business day after mailing by international
express courier, with delivery costs and fees prepaid,
in each case, addressed to each of the other parties entitled to notice
at the following addresses (or at such other addresses as such party may
designate by ten (10) days' advance written notice similarly given to
each of the other parties hereto):
COMPANY: EAGLE SUPPLY GROUP, INC.
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
ATTN: Xxxxxxx X. Xxxxxx
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
with a copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxxx, P.A.
One Harbour Place
000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxxx, XX 00000-0000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
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5/14/02
BUYER: At the address set forth on the signature page of this Agreement.
and with a copy to: Xxxxxxx & Prager llp
00 Xxxxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx, Esq.
Xxx Xxxx, Xxx Xxxx 00000
Telephone No.: (000) 000-0000
Telecopier No. (000) 000-0000
ESCROW AGENT: Xxxxxxx & Prager llp, Esqs.
00 Xxxxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, Xxx.
Xxx Xxxx, Xxx Xxxx 00000
Telephone No.: (000) 000-0000
Telecopier No. (000) 000-0000
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's
and the Buyer's representations and warranties herein shall survive the
execution and delivery of this Agreement and the delivery of the
Certificates and the payment of the Purchase Price until third
anniversary of the later of the Initial Closing Date or the Additional
Closing Date, and shall inure to the benefit of the Buyer and the Company
and their respective successors and assigns.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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5/14/02
IN WITNESS WHEREOF, this Agreement has been duly executed by the
Buyer, if an individual, or, if Buyer is an entity, by one of its
officers or signatories thereunto duly authorized, as of the date set
forth below.
BUYER'S PURCHASED SHARES: 363,636
-------------
@ $2.75 PER SHARE =
AGGREGATE PURCHASE PRICE OF
BUYER'S PURCHASED SHARES: $1,000,000.00
-------------
SIGNATURES FOR BUYERS
IN WITNESS WHEREOF, the undersigned has executed (or if an entity
has caused) this Securities Purchase Agreement to be duly executed on
behalf of the undersigned this ___13th___ day of ___May___,2002.
SEAWAY HOLDINGS LTD.
_____________________________ ----------------------------------
Address Printed Name of Subscriber
_____________________________
By: /s/XX Xxxxxxxx
-------------------------------
Telecopier No._______________ (Signature of Authorized Person)
INTERNATIONAL FIRST SECRETARIAL
GROUP LTD - DIRECTOR/SECRETARY
----------------------------------
Printed Name and Title
_____________________________
Jurisdiction of Incorporation
or Organization
_____________________________
Social Security No. or
IRS ID No. (if applicable)
As of the date set forth below, the undersigned hereby accepts this
Agreement and represents that the foregoing statements are true and
correct and that it has caused this Securities Purchase Agreement to be
duly executed on its behalf.
EAGLE SUPPLY GROUP, INC.
By: /s/Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Title: Exec. VP
-----------------------------
Date: _______5-15____________, 2002
IN WITNESS WHEREOF, this Agreement has been duly executed by the
Buyer, if an individual, or, if Buyer is an entity, by one of its
officers or signatories thereunto duly authorized, as of the date set
forth below.
BUYER'S PURCHASED SHARES: 254,545
-------------
@ $2.75 PER SHARE =
AGGREGATE PURCHASE PRICE OF
BUYER'S PURCHASED SHARES: $ 700,000
-------------
SIGNATURES FOR BUYERS
IN WITNESS WHEREOF, the undersigned has executed (or if an entity
has caused) this Securities Purchase Agreement to be duly executed on
behalf of the undersigned this __________ day of _________,2002.
Alpha Capital AG
_____________________________ ----------------------------------
Address Printed Name of Subscriber
_____________________________
By: /s/Xxxxxx Xxxxxxxx
-------------------------------
Telecopier No._______________ (Signature of Authorized Person)
Xxxxxx Xxxxxxxx
----------------------------------
Printed Name and Title
_____________________________
Jurisdiction of Incorporation * x/x X.X. Financial
or Organization 000 Xxxxxxx Xxxx Xxxxx
Xxxxx 0000
_____________________________ Xxx Xxxx, XX 00000
Social Security No. or
IRS ID No. (if applicable)
As of the date set forth below, the undersigned hereby accepts this
Agreement and represents that the foregoing statements are true and
correct and that it has caused this Securities Purchase Agreement to be
duly executed on its behalf.
EAGLE SUPPLY GROUP, INC.
By: /s/Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Title: Exec. VP
-----------------------------
Date: _______5-15____________, 2002
IN WITNESS WHEREOF, this Agreement has been duly executed by the
Buyer, if an individual, or, if Buyer is an entity, by one of its
officers or signatories thereunto duly authorized, as of the date set
forth below.
BUYER'S PURCHASED SHARES: 254,545
-------------
@ $2.75 PER SHARE =
AGGREGATE PURCHASE PRICE OF
BUYER'S PURCHASED SHARES: $ 699,988.75
-------------
SIGNATURES FOR BUYERS
IN WITNESS WHEREOF, the undersigned has executed (or if an entity
has caused) this Securities Purchase Agreement to be duly executed on
behalf of the undersigned this ___14th___ day of ___May___,2002.
XXXXXXXXXXX XX
_____________________________ ----------------------------------
Address Printed Name of Subscriber
_____________________________
By: /s/X.X. Xxxxxxx
-------------------------------
Telecopier No._______________ (Signature of Authorized Person)
X.X. Xxxxxxx, Director
----------------------------------
Printed Name and Title
_____________________________
Jurisdiction of Incorporation
or Organization
_____________________________
Social Security No. or
IRS ID No. (if applicable)
As of the date set forth below, the undersigned hereby accepts this
Agreement and represents that the foregoing statements are true and
correct and that it has caused this Securities Purchase Agreement to be
duly executed on its behalf.
EAGLE SUPPLY GROUP, INC.
By: /s/Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Title: Exec. VP
-----------------------------
Date: _______5-15____________, 2002
IN WITNESS WHEREOF, this Agreement has been duly executed by the
Buyer, if an individual, or, if Buyer is an entity, by one of its
officers or signatories thereunto duly authorized, as of the date set
forth below.
BUYER'S PURCHASED SHARES: 145,455
-------------
@ $2.75 PER SHARE =
AGGREGATE PURCHASE PRICE OF
BUYER'S PURCHASED SHARES: $ 400,000
-------------
SIGNATURES FOR BUYERS
IN WITNESS WHEREOF, the undersigned has executed (or if an entity
has caused) this Securities Purchase Agreement to be duly executed on
behalf of the undersigned this ___14th___ day of ___May___,2002.
Bristol Investment Fund, Ltd.
_____________________________ ----------------------------------
Address Printed Name of Subscriber
_____________________________
By: /s/Xxxx Xxxxxxx
-------------------------------
Telecopier No._______________ (Signature of Authorized Person)
Xxxx Xxxxxxx
----------------------------------
Printed Name and Title
_____________________________
Jurisdiction of Incorporation
or Organization
_____________________________
Social Security No. or
IRS ID No. (if applicable)
As of the date set forth below, the undersigned hereby accepts this
Agreement and represents that the foregoing statements are true and
correct and that it has caused this Securities Purchase Agreement to be
duly executed on its behalf.
EAGLE SUPPLY GROUP, INC.
By: /s/Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
-----------------------------
Title: Exec. VP
-----------------------------
Date: _______5-15____________, 2002
IN WITNESS WHEREOF, this Agreement has been duly executed by the
Buyer, if an individual, or, if Buyer is an entity, by one of its
officers or signatories thereunto duly authorized, as of the date set
forth below.
BUYER'S PURCHASED SHARES: 72,728
-------------
@ $2.75 PER SHARE =
AGGREGATE PURCHASE PRICE OF
BUYER'S PURCHASED SHARES: $ 200,000
-------------
SIGNATURES FOR BUYERS
IN WITNESS WHEREOF, the undersigned has executed (or if an entity
has caused) this Securities Purchase Agreement to be duly executed on
behalf of the undersigned this ___14th___ day of ___May___,2002.
HAA, Inc.
_____________________________ ----------------------------------
Address Printed Name of Subscriber
_____________________________
By: /s/Xxxx Xxxxxxx
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Telecopier No._______________ (Signature of Authorized Person)
Xxxx Xxxxxxx
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Printed Name and Title
_____________________________
Jurisdiction of Incorporation
or Organization
_____________________________
Social Security No. or
IRS ID No. (if applicable)
As of the date set forth below, the undersigned hereby accepts this
Agreement and represents that the foregoing statements are true and
correct and that it has caused this Securities Purchase Agreement to be
duly executed on its behalf.
EAGLE SUPPLY GROUP, INC.
By: /s/Xxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxxx
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Title: Exec. VP
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Date: _______5-15____________, 2002
