SHARE PURCHASE AGREEMENT
EXHIBIT 2
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and effective as of June 14,
2007, between Xxxxxxx X. Xxxxxxxxxx, residing at (“Seller”), and Double Black Diamond Offshore LDC
and Black Diamond Offshore Ltd., each a Cayman Islands corporation (collectively, “Purchaser”).
In consideration of the mutual covenants and agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Sale and Purchase. Seller hereby sells and assigns to Purchaser, and Purchaser
hereby purchases and accepts from Seller, all of Seller’s right, title and interest in and to
1,467,488 shares of common stock (the “Shares”) of Collegiate Pacific, Inc. (the “Issuer”), for the
purchase price of $9.25 per share (the “Purchase Price”).
2. Representations and Warranties of Seller. To induce Purchaser to enter into this
Agreement and to purchase the Shares purchased hereunder, Seller hereby represents and warrants to
Purchaser as follows:
(a) Title to Shares. Seller is the true and lawful beneficial owner of the Shares
being transferred hereunder, free and clear of any liens, restrictions, security interests,
claims, rights of another, or encumbrances, except restrictions under applicable securities
laws; the Shares are not subject to any outstanding options, warrants, calls, or similar
rights of any other person to acquire the same; and Seller has the full right and capacity
to convey, and will convey to Purchaser, good and marketable title to the Shares, free and
clear of any liens, restrictions, security interests, claims, rights of another, or
encumbrances, except restrictions under applicable securities laws.
(b) No Conflict. The execution, delivery and performance of this Agreement by Seller
will not (i) violate any law, rule, regulation or order applicable to Seller or (ii) violate
or conflict with any agreement or other instrument to which Seller is a party or by which
Seller is bound.
(c) No Broker. Seller has not engaged, consented to or authorized any broker, finder
or intermediary to act on his behalf, directly or indirectly, as a broker, finder or
intermediary in connection with the transactions contemplated by this Agreement. Seller
hereby agrees to indemnify and hold harmless Purchaser from and against all fees,
commissions or other payments owing to any party acting on behalf of Seller hereunder.
3. Representations and Warranties of Purchaser. To induce Seller to execute this
Agreement and consummate the transactions contemplated hereby, Purchaser hereby represents and
warrants to Seller that:
(a) Authority/Enforceability. Purchaser has full power and authority to enter
into and perform this Agreement, and this Agreement has been duly and validly executed
and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser
enforceable against Purchaser in accordance with its terms.
(b) No Conflict. The execution, delivery and performance of this Agreement by Purchaser
will not: (i) violate any law, rule or regulation applicable to Purchaser or its properties,
or (ii) violate or conflict with any agreement to which Purchaser is a party, or by which it
is bound, or (iii) violate or conflict with the certificate of incorporation, bylaws or
other organizational documents of Purchaser.
(c) Purchase for Investment; Investment Experience. Purchaser is acquiring the Shares
for investment for its own account, not as a nominee or agent, and not with a view to, or
for resale in connection with, any distribution thereof. Purchaser does not have any
contract, undertaking, agreement or arrangement with any person, firm or entity (each, a
“Person”) to sell, transfer or grant a participation to such Person or to any third Person
with respect to any of the Shares. Purchaser understands that the purchase of the Shares
involves substantial risk. Purchaser has experience as an investor in securities of
companies and acknowledges that it is able to fend for itself, can bear the economic risk of
its investment in the Shares and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of this investment in the
Shares and protecting its own interests in connection with this investment. Purchaser is an
“accredited investor” within the meaning of Regulation D promulgated under the Securities
Act of 1933, as amended (the “Securities Act”).
(d) Restricted Securities. Purchaser understands that the Shares to be purchased by
Purchaser hereunder are characterized as “restricted securities” under the Securities Act
inasmuch as they are being acquired in a transaction not involving a public offering and
that under the Securities Act and applicable regulations thereunder such securities may be
resold without registration under the Securities Act only in certain limited circumstances.
Purchaser is familiar with Rule 144 under the Securities Act, and understands the resale
limitations imposed thereby and by the Securities Act. Purchaser understands that the
certificate(s) evidencing the Shares may bear legends required by applicable federal and
state securities laws.
(e) No Broker. Purchaser has not engaged, consented to or authorized any broker,
finder or intermediary to act on his behalf, directly or indirectly, as a broker, finder or
intermediary in connection with the transactions contemplated by this Agreement. Purchaser
hereby agrees to indemnify and hold harmless Seller from and against all fees, commissions
or other payments owing to any party acting on behalf of Purchaser hereunder.
4. Settlement. The settlement of the transactions contemplated by this Agreement
shall take place as follows: (i) as and when Seller desires to deliver Shares held by Seller in
record name for payment, he will notify Seller by 5:00 pm Dallas Time on the business day
immediately preceding the day on which such Shares will be delivered to Purchaser (“Record Name
Notice”), and provided that the Shares described in the notice are delivered to Purchaser by a
courier or courier service with signature receipt required by 11:00 am Dallas Time on the business
day following the delivery of the Record Name Notice, Purchaser will no later than 1:00
2
pm Dallas Time initiate wire transfer of immediately available funds in payment of such Shares
held in record name to such account(s) as are designated in the Record Name Notice; and (ii) as
and when Seller desires to deliver Shares held by Seller in street name for payment, he will
provide notice by 5:00 pm Dallas Time on the business day immediately preceding the day on which
DTC transfer instructions will be delivered to Purchaser (“Street Name Notice”), and provided that
such DTC transfer instructions executed by Seller are delivered to Purchaser by a courier or
courier service with signature receipt required by 11:00 am Dallas Time on the business day
following the delivery of the Street Name Notice, Purchaser will no later than 1:00 pm Dallas Time
on the business day following the delivery of the Street Name Notice initiate wire transfer of
immediately available funds in payment of such Shares held in street name to such account(s) as
are designated in the Street Name Notice. Without limiting the foregoing, at the time of
settlement, and against payment of the Purchase Price for Shares delivered (whether in record name
or street name), Seller shall deliver, or cause to be delivered, to Purchaser or its designee, as
instructed by Purchaser, certificates representing such Shares duly endorsed to Purchaser in blank
or by separate stock power, or shall otherwise cause such Shares to be transferred into the name
of Purchaser on the records of the Issuer or any transfer agent to the reasonable satisfaction of
Purchaser.
5. Payment of Purchase Price. At each settlement described in Section 4, Purchaser
will pay the Purchase Price to Seller by wire transfer of immediately available funds to an account
or accounts designated by Seller in the Notice.
6. Amendment. No amendment, modification or change to this Agreement shall be
binding on either party unless set forth in a document executed by the parties.
7. Further Assurances. Seller and Purchaser each agree to execute and deliver such
other documents and perform such other acts as may reasonably be considered to be necessary to
effectuate the intent and purpose of this Agreement.
8. Successors and Assigns. This Agreement shall inure to the benefit of and be binding
on the parties hereto and their respective legal representatives, successors and assigns.
9. Notices. Any notice or other formal communication given in connection with this
Agreement must be in writing sent to the address specified below, and shall be deemed to have been
given (a) when received if given in person or by a courier or a courier service or (b) on the date
of transmission if sent by facsimile transmission with confirmation of receipt.
If to Seller, addressed as follows:
|
Xxxxxxx X. Xxxxxxxxxx | |
If to Purchaser, addressed as follows:
|
Black Diamond Offshore Ltd. | |
| Double Black Diamond Offshore LDC | ||
| 0000 XxXxxxxx Xxxxxx, Xxxxx 0000 |
0
| Xxxxxx, Xxxxx 00000 | ||
| Attention: Xxxx Xxxxxxxx | ||
| Phone: (000) 000-0000 | ||
| Email: xxxxxxxxx@xxxxxxxxxxxxxx.xxx | ||
| and: | ||
| Attention: Xxxxxxx Xxxxxxx | ||
| Phone: (000) 000-0000 | ||
| Email: xxxxxxxx@xxxxxxxxxxxxxx.xxx |
10. Third Party Rights. Except as expressly stated in this agreement, a person who is not a party to this agreement may not enforce any of its terms.
11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law.
12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.
13. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, and supersedes all previous contracts and agreements
between the parties hereto, both oral and written.
14. Survival. The representations and warranties in Sections 2 and 3 shall survive settlement hereunder. All covenants and agreements (including, without limitation, the
covenants set forth in Sections 4 and 5) set forth in this Agreement shall survive for so long as performance is required thereunder.
15. Fees, Costs and Expenses. Except as otherwise provided herein, each party shall pay all costs and expenses incurred by or on behalf of such party in connection with the
negotiation of this Agreement and the performance of the transactions contemplated hereby, including, without limiting the generality of the foregoing, fees and expenses of consultants,
accountants and legal counsel.
[the next page is the signature page]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.
Purchaser |
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DOUBLE BLACK DIAMOND OFFSHORE LDC |
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By: |
/s/ Xxxxx X. Xxxxxxx | |||
Name:
|
Xxxxx X. Xxxxxxx | |||
Title:
|
President, Asgard Investment Corporation, General Partner of Xxxxxxx Capital, L.P., Investment Adviser |
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BLACK DIAMOND OFFSHORE LTD. |
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By: |
/s/ Xxxxx X. Xxxxxxx | |||
Name:
|
Xxxxx X. Xxxxxxx | |||
Title:
|
President, Asgard Investment Corporation, General Partner of Xxxxxxx Capital, L.P., Investment Adviser |
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Seller |
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/s/ Xxxxxxx X. Xxxxxxxxxx |
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Name: Xxxxxxx X. Xxxxxxxxxx |
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