PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this "Agreement"), dated as of January __,
2002, is entered into by and between Wire One Technologies, Inc., a Delaware
corporation (the "Company"), and each of the purchasers whose names are set
forth on Exhibit A hereto (individually, a "Purchaser" and collectively, the
"Purchasers"), for the purchase and sale of shares of the Company's common
stock, par value $.0001 per share (the "Common Stock"), in the manner, and upon
the terms, provisions and conditions set forth in this Agreement.
WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Purchasers
and Purchasers shall purchase shares of Common Stock and warrants to purchase
shares of Common Stock (the "Warrants") as set forth on Exhibit A hereto; and
WHEREAS, such purchase and sale will be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), pursuant to
the Registration Statement (as defined in Section 4 hereof).
NOW, THEREFORE, in consideration of the representations, warranties and
agreements contained herein and other good and valuable consideration, the
receipt and legal adequacy of which is hereby acknowledged by the parties, the
Company and the Purchasers hereby agree as follows:
1. This Agreement relates to the purchase by the Purchasers of such
number of shares of Common Stock (the "Shares"), at a price per share of $6.25,
and Warrants to purchase such number of shares of Common Stock equal to 25% of
the amount of Shares purchased by the Purchasers (the "Warrant Shares," together
with the Shares and the Warrants, the "Securities") for an aggregate purchase
price of $20,000,000.
2. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware. The Company has the requisite
corporate power and authority to enter into and perform this Agreement and to
issue and sell the Securities in accordance with the terms hereof. The
execution, delivery and performance of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action. This Agreement has been
duly executed and delivered on behalf of the Company by a duly authorized
officer.
3. The Securities to be issued under this Agreement have been duly
authorized by all necessary corporate action and, when paid for and issued in
accordance with the terms hereof, the Shares shall be validly issued and
outstanding, fully paid and nonassessable, and the Purchasers shall be entitled
to all rights accorded to a holder of the Common Stock.
4. The Company represents and warrants that (a) the Shares issued and
the Warrant Shares to be issued upon exercise of the Warrants by the Company to
the Purchasers have been registered under the Securities Act, pursuant to a
registration statement on Form S-3, Commission File Number 333-69430 (the
"Registration Statement"); and (b) the Company has filed a prospectus supplement
to the Registration Statement (the "Prospectus Supplement") in connection with
the transaction contemplated by this Agreement.
5. The Company shall promptly take all action necessary on its part to
list the Shares for trading on the Nasdaq National Market.
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6. The Company will continue to take all action necessary to continue
the listing or trading of its Common Stock on the Nasdaq National Market or any
relevant market or system, if applicable, and will comply in all material
respects with the Company's reporting, listing (including, without limitation,
the listing of the Shares purchased by the Purchasers) or other obligations
under the rules of the Nasdaq National Market or any relevant market or system.
7. This Agreement shall be governed and construed in accordance with
the substantive laws of the State of New York without giving effect to the
conflicts of law principles thereunder.
8. This Agreement constitutes the entire understanding and agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and/or contemporaneous oral or written proposals or agreements relating thereto
all of which are merged herein. This Agreement may not be amended or any
provision hereof waived in whole or in part, except by a written amendment
signed by all of the parties.
9. This Agreement may be executed by facsimile signature and in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement was duly executed on the date first written
above.
WIRE ONE TECHNOLOGIES, INC.
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
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EXHIBIT A
PURCHASERS / NUMBER OF SHARES OF COMMON STOCK AND WARRANTS
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