Exhibit 10.50
Sale and Transfer Agreement, dated February 20, 2001, between Prime and HBK
Master Fund, L.P., relating to the sale of 400,000 shares of the Impac Preferred
Stock
Exhibit 10.50
Sale and Transfer Agreement, dated February 20, 2001, between Prime and HBK
Master Fund, L.P., relating to the sale of 400,000 shares of the Impac Preferred
Stock
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as
of February 20, 2001, by and among Prime Acquisition Corp., a Delaware
corporation ("Seller"), and HBK Master Fund L.P., a Cayman Islands limited
partnership ("Buyer").
WHEREAS, Seller owns 800,000 shares of Series C 10.5% Cumulative
Convertible Preferred Stock, par value $.01 per share of Impac Mortgage Holdings
Inc., a Maryland corporation (the "Company"), and Seller desires to sell to
Buyer, and Buyer desires to purchase, 400,000 of such shares (the "Shares") on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual promises made
herein, and other good and valuable consideration, the adequacy and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. AGREEMENT TO PURCHASE AND SELL. At the Closing (as defined below), the
Buyer will purchase from the Seller, and the Seller will sell to the Buyer, the
Shares for a purchase price equal to $10,000,000.00 (the "Purchase Price") plus
accrued dividends thereon at the rate of 10.5% per annum from January 1, 2001 to
the Closing Date.
2. CLOSING. The closing of the purchase and sale of the Shares (the
"Closing") shall take place on the date of this Agreement. At or prior to the
Closing, (a) Buyer will pay the Purchase Price by wire transfer of immediately
available funds to an account specified by Buyer, and (b) Seller will deliver,
in accordance with Instructions delivered by Buyer, the certificate or
certificates representing the Shares registered in the name of Buyer.
3. SELLER'S REPRESENTATIONS. Seller hereby represents and warrants to
Buyer that:
(a) Seller has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and thereby.
Seller's execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of Seller.
(b) At least two years have elapsed since the last date on which Seller
acquired any of the Shares from the Company or from an affiliate of the
Company. For such purposes, the two-year period will be calculated in accordance
with Rule 144(d) under the Securities Act.
(C) Seller is the record and beneficial owner of the Shares and has good
and marketable title to the Shares, free and clear of any and all liens, claims
or encumbrances, and has full right, power and authority to transfer the Shares
to Buyer in accordance with the terms of this Agreement.
4. BUYER'S REPRESENTATIONS. Buyer hereby represents and warrants to
Seller that:
(a) Buyer has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and thereby.
Buyer's execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of Buyer.
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(b) Buyer is an "accredited investor" as that term is defined in Rule 501
(a) under the Securities Act.
5. FEES AND EXPENSES. Each party hereto shall bear its own fees and
expenses incurred in connection with this Agreement the transactions consummated
hereunder
6. MISCELLANEOUS.
(a) Seller hereby agrees that it will provide any documentation or other
Information reasonably requested by Buyer for the consummation of the
transactions contemplated hereunder, including without limitation, to permit the
Buyer to have the purchase and sale evidenced on the records of the Company.
(b) This Agreement contains the entire agreement and understanding of the
parties relating to the subject matter hereof and thereof and supersedes all
prior written or oral and all contemporaneous oral agreements and understandings
relating to such subject matter. This Agreement cannot be modified or amended
except in writing signed by the party against whom enforcement is sought.
(c) This Agreement shall be construed and enforced in accordance with the
internal laws of the State of New York, without giving effect to the conflicts
of law principles thereof.
(d) Any notice required or permitted to be given hereunder shall be in
writing delivered by facsimile or overnight courier to the number or address set
forth below, and shall be deemed to have been delivered when sent by facsimile
or when delivered by overnight courier.
(e) This Agreement may be executed in two or more counterparts, which when
so executed shall constitute one and the same agreement. Any signature delivered
by facsimile shall create a binding obligation with the same force and effect as
it such facsimile signature were the original thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their authorized representatives.
PRIME ACQUISITION CORP. Address:
000 Xxxxxxxxxx Xxxxxx
By: XXXXX X. XXXXXX White Plains, New York
Name: Xxxxx X. Xxxxxx Attn: President
Title: President and CEO Fax:___________________________
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WITH A COPY TO:
Xxxxxxx, Xxxxxx & Xxxxx L.L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx, Esquire
Fax: (000) 000-0000
HBK MASTER FUND LP. ADDRESS FOR NOTICE:
By: HBK Investments L.P.
c/o HBK Investments L.P.
By: /s/ XXXXX X'XXXX 000 Xxxxxxxx Xxxxx, Xxxxx 000
---------------- Xxxxxx, Xxxxx 00000
Xxxxx X'Xxxx, Attention: General Counsel
Authorized Signatory Fax: (000) 000-0000
