EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and effective
as of August 13, 2003 by and among Xxxxxx X. Xxxxxxx and Xxxx Xxxxxxx (each a
"Seller" and collectively the "Sellers"), Hypercom Corporation, a Delaware
corporation (the "Company"), and the Purchasers identified in the signature
pages attached hereto (each, a "Purchaser" and, collectively, the "Purchasers").
WHEREAS, the Sellers desire to sell to the Purchasers and the
Purchasers severally desire to purchase from the Sellers 14 million (7 million
each) shares of the common stock of the Company (the "Seller Shares").
WHEREAS, to facilitate the transaction, the Company has agreed to
register for resale the Seller Shares sold by Xxxxxx Xxxxxxx hereunder.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, each of the Sellers, the Company and
the Purchasers agree as follows:
ARTICLE I.
PURCHASE, ESCROW AND CLOSINGS
1.1 Purchase and Sale of Seller Shares. Each Seller hereby agrees to
sell, and Purchasers severally and not jointly agree to purchase from each of
the Sellers, the Seller Shares on the terms set forth in this Agreement in the
allocations set forth on the signature pages.
1.2 Escrow.
(a) The parties shall establish an escrow account (the "Escrow
Account") pursuant to an escrow agreement substantially in the form
attached hereto as Exhibit A (the "Escrow Agreement").
(b) Within two (2) days of the last signatures hereto, each
Purchaser will deposit into the Escrow Account:
(i) all documents required to be duly and validly
executed and delivered by the Purchasers pursuant to the
Escrow Agreement; and
(ii) each Purchaser's purchase price for the Seller
Shares set forth on the signature pages attributable to it.
(c) Prior to the Closing, each Seller will deposit into the
Escrow Account:
(i) all documents required to be duly and validly
executed and delivered by each of the Sellers pursuant to the
Escrow Agreement; and
(ii) certificates evidencing the Seller Shares duly
endorsed in blank (or alternatively, at each Purchaser's
election, evidence of transfer may be effected through the
facilities of the Depository Trust Company).
(d) Within two (2) days of the last signatures hereto, the
Company:
(i) will deposit into the Escrow Account all
documents required to be duly and validly executed and
delivered by the Company pursuant to the Escrow Agreement;
(ii) will execute and deliver a Registration Rights
Agreement in the form of Exhibit B; and
(iii) will cause the transfer agent to remove the
restrictive legends on the Seller Shares owned by Xxxx Xxxxxxx
upon transfer to the Purchasers.
1.3 Closing. Upon satisfaction of the conditions set forth in Section
1.4, the Closing of the purchase of the Seller Shares shall occur at the offices
of Xxxxx & Xxxxxx, L.L.P. on August 13, 2003, or such other time and location as
the parties hereto shall mutually agree. At the Closing, the Escrow Agent shall
deliver or cause to be delivered the following in accordance with the escrow
instructions contained in the Escrow Agreement:
(a) to each of the Purchasers, certificates evidencing their
Seller Shares (to be allocated equally from Xxxxxx Xxxxxxx and Xxxx
Xxxxxxx or as otherwise set forth on the signature pages) duly endorsed
in blank (or alternatively, at each Purchaser's election, evidence of
transfer may be effected through the facilities of the Depository Trust
Company);
(b) to each Seller, a purchase price of $3.60 per share for
its respective Seller Shares, after commissions and fees due Xxxx
Capital Partners, LLC ("RCP"); and
(c) to RCP the balance in the Escrow Account (of $0.30 per
share), as the commissions and fees due to RCP for services rendered to
Sellers in connection with the sale of the Seller Shares.
1.4 Closing Conditions. The Closing of the purchase and sale of Seller
Shares is subject to:
(a) All documents required to be duly and validly executed and
delivered by the parties pursuant to the Escrow Agreement shall have
been received by the Escrow Agent.
(b) All representations and warranties of the parties
contained herein shall remain true and correct in all material respects
as of the Closing.
(c) As of the Closing, there shall have been no Material
Adverse Effect (as defined in Section 2.1(c)) with respect to the
Company since the date hereof.
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(d) From the date hereof to the Closing, trading in the
Company's common stock shall not have been suspended or limited, or
minimum prices shall not have been established on the New York Stock
Exchange, nor shall a banking moratorium have been declared either by
the United States or applicable state authorities.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Sellers and the Company. Each
Seller and the Company hereby make the following representations and warranties
to each Purchaser (and any permitted assignees) as of the date hereof, and as of
the Closing:
(a) Organization. The Company is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.
(b) Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out its
obligations hereunder. The execution and delivery of each of this
Agreement by the Company and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the
Company in connection therewith. The Agreement has been duly executed
and delivered by the Company and constitutes a valid and binding
obligation of the Company enforceable against it in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors' rights generally and (ii) as
limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies (the "Enforceability
Exceptions"). The Seller Shares have been duly authorized by all
necessary corporate action and are validly issued and outstanding,
fully paid and nonassessable, and each Purchaser shall be entitled to
all rights accorded to a holder of the Company's common stock.
(c) No Conflicts. The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby do not and will not (i) conflict
with or violate any provision of the Company's certificate or articles
of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt or other instrument or other
understanding to which the Company is a party or by which any property
or asset of the Company is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to
which the Company is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company
is bound or affected;
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except in the case of each of clauses (ii) and (iii), such as would not
have or reasonably be expected to result in a material adverse effect
on (x) the condition, financial or otherwise, earnings, business,
operations or prospects of the Company taken as a whole, (y) the
legality, validity or enforceability of this Agreement, or (z)
adversely impair the Company's ability to perform in any material
respect on a timely basis its obligations under this Agreement (any of
(x), (y) or (z), a "Material Adverse Effect").
(d) No Consents. No consent, approval, authorization or order
of, or any filing or declaration with, any court or governmental agency
or body is required in connection with the consummation by the Company
of the transactions on its part contemplated by this Agreement, except
such as may be required under the Securities Act of 1933 (the
"Securities Act") or the rules and regulations promulgated thereunder,
state securities or blue sky laws, and the by-laws and rules of the
NYSE, all of which shall be timely made or obtained.
(e) SEC Reports. The Company has filed all reports required to
be filed by it under the Securities Exchange Act 1934 (the "Exchange
Act"), including pursuant to Section 13(a) or 15(d) thereof, or the
rules and regulations thereunder, for the two years preceding the date
hereof (the foregoing materials and any materials incorporated therein
by reference being collectively referred to herein as the "SEC
Reports") on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Reports prior to the
expiration of any such extension. As of their respective dates, the SEC
Reports complied in all material respects with the requirements of the
Securities Act and the Exchange Act and the rules and regulations of
the Securities and Exchange Commission (the "Commission") promulgated
thereunder, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
(f) Financial Statements. The financial statements filed with
the Commission as a part of the SEC Reports present fairly, in all
material respects, the financial position of the Company and its
consolidated subsidiaries as of and at the dates indicated and the
results of their operations and cash flows for the periods specified
therein, subject, in the case of interim financial statements, to the
normal year-end adjustments which are not expected to be material in
amount. Such financial statements have been prepared in conformity with
generally accepted accounting principles as applied in the United
States and in effect as of the date of the applicable financial
statements and supporting schedules, as applicable, applied on a
consistent basis throughout the periods involved, except as may be
expressly stated in the related notes thereto, and comply in all
material respects with the Securities Act, the Exchange Act and the
applicable rules and regulations of the Commission thereunder.
(g) Listing. The Seller Shares are listed on the New York
Stock Exchange. The Company has not, in the 12 months preceding the
date hereof, received notice from the New York Stock Exchange to the
effect that the Company is not in compliance with the listing or
maintenance requirements of such trading market. The Company is, and
has no
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reason to believe that it will not in the foreseeable future continue
to be, in material compliance with all such listing and maintenance
requirements.
(h) Investment Company. The Company is not, and is not an
affiliate of, an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
(i) Form S-3 Eligibility. The Company is eligible to register
the resale of the GW Securities acquired by the Purchasers under Form
S-3 promulgated under the Securities Act.
(j) Patents and Trademarks. The Company has sufficient legal
right, title, and interest in and to all patent, copyright, trade
secret, trademark or other proprietary rights ("Intellectual Property")
that it uses to conduct its business. To its knowledge, the conduct of
the Company's business does not infringe or otherwise conflict with any
rights of any person in respect of any Intellectual Property, and none
of the Intellectual Property owned by the Company is being infringed
upon by any other person. Except for letters claiming infringement of
products that the Company receives from time to time in the ordinary
course of business, none of which the Company believes are likely to
have a Material Adverse Effect, no claim or demand of any person has
been made nor is there any proceeding that is pending, or to the
Company's knowledge threatened, which challenges the rights of the
Company in respect of any Intellectual Property, or asserts that the
Company is infringing or otherwise in conflict with, or is required to
pay any royalty, license fee, charge or other amount with regard to,
any Intellectual Property.
2.2 Representations and Warranties of the Sellers. Each Seller hereby
makes the following representations and warranties to each Purchaser (and any
permitted assignee) as of the date hereof, and as of the Closing:
(a) Authorization; Enforcement. This Agreement has been duly
authorized, executed and delivered by the Seller and, if he is married,
his spouse, and such document constitutes a valid and binding
obligation of the Seller, enforceable in accordance with its terms,
subject to the Enforceability Exemptions.
(b) No Consents. No consent, approval, authorization or order
of, or any filing or declaration with, any court or governmental agency
or body is required in connection with the consummation by the Seller
of the transactions on its part contemplated by this Agreement, except
such as may be required under the Securities Act, or the rules and
regulations promulgated thereunder, state securities or blue sky laws,
and the by-laws and rules of the NYSE, all of which shall be timely
made or obtained.
(c) No Conflicts. The execution, delivery and performance by
the Seller of this Agreement and the consummation of the transactions
contemplated hereby will not result in a breach or violation of, or
constitute a default under (with or without notice or lapse of time),
any stockholders agreement, voting trust agreement, registration rights
agreement or other agreement or instrument to which Seller or any of
his properties is bound or affected, and will not violate or conflict
with any judgment, decree or order of any court
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or other governmental agency or any law, rule or regulation applicable
to the Seller, in each case such as would have a Material Adverse
Effect as defined in Section 2.1(c)(y) and (z) (substituting "Seller"
for "Company").
(d) Good and Marketable Title. As of the Closing, each Seller
will have good and marketable title to his or its respective Seller
Shares, free and clear of any liens, encumbrances, equities or claims,
except for restrictions on transfer imposed by the securities laws.
Xxxxxx Xxxxxxx owns his shares through Exoterium Partnership of which
he beneficially owns 100%. Upon consummation of the Closing, each
Purchaser will have good and marketable title to all Seller Shares
purchased by such Purchaser, free and clear of all encumbrances,
equities or claims created by or through the Sellers, except for the
restrictions on transfer as to the shares owned by Xxxxxx Xxxxxxx (the
"GW Securities") as described in Article III of this Agreement.
(e) Company Representations. To each Seller's knowledge the
representations and warranties of the Company in Section 2.1, are true
and correct.
(f) Representations relating to Xxxx Xxxxxxx. Xxxx Xxxxxxx
represents and warrants that he is not, and has not been at any time
during the three (3) month period preceding the execution of this
Agreement, an affiliate of the Company, as defined under the federal
securities laws. Xxxxxx Xxxxxxx and Xxxx Xxxxxxx each represent that
they have not acted in concert for purposes of buying, selling or
voting their shares of common stock of the Company (except that at the
request of Xxxx Capital Partners, LLC, Xxxx Xxxxxxx is selling shares
at the same time as Xxxxxx Xxxxxxx in this transaction), and that
Xxxxxx Xxxxxxx does not serve as Xxxx Xxxxxxx'x designee on the Board
of Directors. Each Seller acknowledges that the Company will rely on
these representations in removing the legends on Xxxx Xxxxxxx'x shares
as part of this transaction.
2.3 Representations and Warranties of the Purchasers. Each Purchaser
hereby makes the following representations and warranties to each Seller and the
Company as of the date hereof, and as of the Closing.
(a) Organization. If an entity, Purchaser is duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its organization with full right, corporate,
partnership or other power and authority to enter into and to
consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations thereunder.
(b) Authorization; Enforcement. Such Purchaser has the
requisite power and authority to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out its
obligations hereunder. The execution, delivery and performance by the
Purchaser of the transactions contemplated by this Agreement has been
duly authorized by all necessary action on the part of the Purchaser.
This Agreement has been duly executed by the Purchaser, and constitutes
the valid and legally binding obligation of the Purchaser, enforceable
against it in accordance with its terms, except for the Enforceability
Exceptions.
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(c) Investment Intent. Such Purchaser understands that the GW
Securities are "restricted securities" and have not been registered
under the Securities Act or any applicable state securities law. Such
Purchaser is acquiring the GW Securities as principal for its own
account for investment purposes only and not with a view to or for
distributing or reselling such GW Securities or any part thereof, has
no present intention of distributing any of such GW Securities and has
no arrangement or understanding with any other persons regarding this
distribution of such Securities (provided, however, that this
representation and warranty shall not be in any way limit such
Purchaser's right to sell the GW Securities pursuant to any
registration statement or otherwise in compliance with applicable
federal and state securities laws).
(d) Purchaser Status. At the time Purchaser was offered the
Securities it was, and at the date hereof it is, an Accredited Investor
or a Qualified Institutional Buyer, as defined under the Securities
Act. Such Purchaser is acquiring the Seller Shares hereunder in the
ordinary course of its business.
(e) Experience of such Purchaser. Such Purchaser, either alone
or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as
to be capable of evaluating the merits and risks of the prospective
investment in the Seller Shares, and has evaluated the merits and risks
of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Seller Shares and is able to afford a complete
loss of such investment.
(f) No General Solicitation. Such Purchaser is not purchasing
the Seller Shares as a result of any advertisement, article, notice or
other communication regarding the Seller Shares published in any
newspaper, magazine or similar media or broadcast over television or
radio or presented at any seminar or through any other general
solicitation or general advertisement.
(g) No Short Positions. Such Purchaser (including its
affiliates that are entities) does not hold a short position, directly
or indirectly, in any shares of the Company's common stock.
ARTICLE III.
OTHER AGREEMENTS OF THE PARTIES
3.1 Transfer Restrictions.
(a) The Seller Shares may only be disposed of in compliance
with state and federal securities laws. In connection with any transfer
of GW Securities other than pursuant to an effective registration
statement, to the Company, to an affiliate (as defined under the
federal securities laws) of a Purchaser or in connection with a pledge
as contemplated in Section 3.1(b), the Company may require the
transferor thereof to provide to the Company an opinion of counsel
selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that
such transfer does not require registration of such transferred GW
Securities under the Securities Act. As a condition of transfer, any
such transferee shall agree in writing
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to be bound by the terms of this Agreement and shall have the rights of
a Purchaser under this Agreement and the Registration Rights Agreement.
(b) (i) The Purchasers understand that so long as is required
by this Section 3.1(b), a legend shall be placed on the GW Securities
in the following form:
These securities have not been registered with the Securities
and Exchange Commission or the securities commission of any
state in reliance upon an exemption from registration under
the Securities Act of 1933, as amended, and, accordingly, may
not be offered or sold except pursuant to an effective
registration statement under the Securities Act or pursuant to
any available exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in
accordance with applicable state securities laws as evidenced
by a legal opinion of counsel to the transferor to such
effect, the substance of which shall be reasonably acceptable
to the Company. These securities may be pledged in connection
with a bona fide margin account with a registered
broker-dealer or other loan with a financial institution that
is an accredited investor or qualified institutional buyer as
defined under the Securities Act.
(ii) The Company acknowledges and agrees that a Purchaser may
from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all
of the GW Securities to a financial institution that is an Accredited
Investor or Qualified Institutional Buyer as defined under the
Securities Act and, if required under the terms of such arrangement,
such Purchaser may transfer pledged or secured GW Securities to the
pledgees or secured parties. Such a pledge or transfer would not be
subject to approval of the Company and no legal opinion of legal
counsel of the pledge, secured party or pledgor shall be required in
connection therewith. At the appropriate Purchaser's expense, the
Company will execute and deliver such reasonable documentation as a
pledge or secured party of GW Securities may reasonably request in
connection with a pledge or transfer of the GW Securities.
(c) Certificates evidencing the GW Securities shall not
contain any legend (including the legend set forth in Section 3.1(b)),
(i) while a registration statement covering the resale of such security
is effective under the Securities Act, or (ii) following any sale of
such Securities pursuant to Rule 144, unless otherwise required by
applicable law or (iii) if such Securities are eligible for sale under
Rule 144(k), or (iv) if such legend is not required under applicable
requirements of the Securities Act. The Company shall cause its counsel
to issue a legal opinion to the Company's transfer agent to effect the
removal of the legend hereunder. The Company agrees that at such time
as the legend is no longer required under this Section 3.1(c), it will,
no later than 7 trading days following the delivery by a Purchaser to
the Company or the Company's transfer agent of a certificate
representing shares of Company common stock issued with a restrictive
legend (and such documents as the Company may reasonably request to
permit a sale pursuant to Rule 144, if applicable), deliver or cause to
be delivered to such Purchaser a certificate representing such shares
that is free from all restrictive legends.
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3.2 Lock-Up. In the event Xxxxxx Xxxxxxx does not, for whatever reason,
sell all of the shares of common stock held by him to the Purchasers
pursuant to this Agreement, for the twelve (12) month period following
the Closing of the sale hereunder, Xxxxxx Xxxxxxx shall not, directly
or indirectly, sell or loan to any person, or hedge, any shares of
Company common stock (or securities convertible into the shares of such
common stock) held by him after the date of the Closing, without the
prior written consent of Xxxx Capital Partners, LLC.
3.3 Ownership Reports; Press Release. The Sellers and Purchasers each
agree to timely file any required reports under Sections 13 or 16 of
the Exchange Act or otherwise relating to this transaction. The Company
agrees to promptly issue a press release regarding the sale of Seller
Shares (as well as its plans to implement a stock buyback program).
Until the press release has been issued, each Purchaser acknowledges
and agrees that this transaction and the potential stock buyback are
confidential information of the Company, and that they may not use or
disclose this information until released by the Company.
ARTICLE IV.
MISCELLANEOUS
4.1 Fees and Expenses. Except as otherwise set forth in this Agreement,
each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Sellers shall pay all stamp and other taxes and duties
levied in connection with the sale of the Securities. Purchaser, Sellers, and
Xxxx Capital Partners, LLC, have each been represented by its own separate legal
counsel in its review and negotiation of this Agreement, which each acknowledge
is other than Xxxxx & Xxxxxx L.L.P.
4.2 Entire Agreement. This Agreement, together with the exhibits and
schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.
4.3 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 3:30 p.m. (Arizona time) on a trading day,
(b) the next trading day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a trading day or later than 3:30 p.m. (Arizona
time) on any trading day, (c) the trading day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as set forth on the signature pages
attached hereto.
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4.4 Amendments; Waivers. No provision of this Agreement may be waived
or amended except in a written instrument signed, in the case of an amendment,
by a Seller, the Company and the Purchaser or, in the case of a waiver, by the
party against whom enforcement of any such waiver is sought. No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right.
4.5 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the Delaware,
without regard to the principles of conflicts of law thereof.
4.6 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile or email transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or
email signature page were an original thereof.
4.7 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under this Agreement are several and not joint
with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under this Agreement. Nothing contained herein, and no action taken by
any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
this Agreement. Each Purchaser shall be entitled to independently protect and
enforce its rights, including without limitation, the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.
4.8 Third Party Beneficiary. Xxxx Capital Partners, LLC is a third
party beneficiary of the Sellers', Purchaser's and Company's representation,
warranties, covenants and conditions hereunder.
4.9 Limitation of Liability. Company acknowledges and agrees that any
liability of a Purchaser that is a registered investment company, arising
directly or indirectly under this Agreement, shall be satisfied solely out of
the assets of such Purchaser, and that no trustee, officer or holder of shares
of beneficial interest of such a Purchaser shall be personally liable for any
liabilities of the Purchaser. Any such Purchaser's Declaration of Trust
describes the responsibilities and liabilities of such parties.
[SIGNATURE PAGES OF SELLER AND COMPANY FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
XXXX XXXXXXX
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Xxxx Xxxxxxx
HYPERCOM CORPORATION
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By:
------------------------
Title:
------------------------
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE OF PURCHASERS FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
[PURCHASER]
By:_________________________________
Name:
Title:
Number of Seller Shares to be acquired: ________
Per Share Purchase Price for Seller Shares: $_______
Residence Address for Notice:
___________________
c/o _______________
___________________
___________________
Telephone No.: (____) _____________
Facsimile No.: (____) _____________
With copies to: ___________________
___________________
___________________
Facsimile No.: (___) _____________
Attn:________________
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S
