CCAIR, INC.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT is made as of December 3, 1997, by
and between CCAIR, Inc., a Delaware corporation (the "Company"), and the
individual or entitles listed on Exhibit 1 attached hereto and incorporated
herein by reference (collectively the "Investors" or, individually, the
"Investor").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE.
1.1 SALE AND ISSUANCE OF COMMON STOCK. Subject to the terms and
conditions of this Agreement, Investors agree to purchase at the Closing, and
the Company agrees to sell and issue to Investors at the Closing, against cash
payment, five hundred forty-five thousand (545,000) shares (the "Shares") of the
common stock, par value $0.01 per share, of the Company (the "Common Stock"), in
such amount as set forth beside the name of each Investor on Exhibit 1. The
purchase price for the Shares shall be calculated at a per share price equal to
$2.75 per share (the "Purchase Price").
1.2 CLOSING. The purchase and sale of the Shares shall take place at
the offices of Company, at eleven o'clock a.m. on December 3, 1997, or at such
other time and place as the Company and the Investors mutually agree upon (which
time and place are designated the "Closing"). At the Closing, subject to Section
9.7 hereof, each Investor shall deliver to the Company immediately collectable
funds in the respective amount of the Purchase Price determined by multiplying
the Purchase Price per Share by the number of Shares set forth beside the name
of each Investor on Exhibit 1. The Company will deliver a certificate
representing the Shares to each Investor at the respective address set forth on
Exhibit 1 within two (2) business days of the date of Closing.
1.3 USE OF PROCEEDS. The Company agrees to use the net proceeds from
the sale of the Shares for the repayment of outstanding obligations, for the
reduction of trade debt and for working capital purposes.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Except as set forth on Exhibit 2, the Company hereby represents and
warrants to the Investors that:
2.1 INCORPORATION. The Company and each of the Subsidiaries (as defined
in paragraph 2.3) is a corporation duly organized and validly existing, is in
good standing under the laws of the state or other place of its incorporation,
has all requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted, and the
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Company and each of the Subsidiaries is qualified as a foreign corporation in
each jurisdiction where the failure so to qualify would have a material adverse
effect on its business or operations.
2.2 CAPITALIZATION. The authorized capital of the Company consists of
ten million (10,000,000) shares of Common Stock, of which at Closing not more
than nine million nine hundred ninety-five thousand, six hundred thirteen
(9,995,613) shares will be issued and outstanding or reserved for issuance under
options, warrants or benefit plans.
2.3 SUBSIDIARIES. Except as set forth on Exhibit 2 attached hereto, the
Company does not presently control, directly or indirectly, any other
corporation, association or business entity. The entities listed on Exhibit 2
are referred to herein as the "Subsidiaries." Each of the Subsidiaries is wholly
owned by the Company and has no operations.
2.4 AUTHORIZATION. All corporate action on the part of the Company, its
officers and directors necessary for the authorization, execution, delivery and
performance of all obligations of the Company under this Agreement and for the
authorization, issuance and delivery of the Shares being sold hereunder has been
or shall be taken prior to the Closing, and this Agreement, when executed and
delivered, shall constitute a valid and legally binding obligation of the
Company. Issuance of the Shares is not subject to preemptive rights or other
preferential rights of any present or future stockholders in the Company.
2.5 VALIDITY OF SECURITIES. The Shares to be purchased and sold
pursuant to this Agreement, when issued, sold and delivered in accordance with
its terms for the consideration expressed herein, shall be duly and validly
issued.
2.6 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation
of any provisions of its Articles of Incorporation, its Bylaws, any material
mortgage, indenture, lease, agreement or other instrument to which it is a
party, or of any provision of any federal or state judgment, writ, decree,
order, statute, rule or governmental regulation applicable to the Company. The
execution, delivery and performance of this Agreement will not result in any
such violation or be in conflict with or constitute a default under any such
provision.
2.7 LITIGATION. There are no actions, proceedings or investigations
pending, or to the knowledge of the Company threatened, which question the
validity of this Agreement or which might result, either individually or in the
aggregate, in any material adverse change in the assets, conditions, affairs or
prospects of the Company, nor, to the knowledge of the Company, has there
occurred any event or does there exist any condition which might properly be the
basis therefor.
2.8 FINANCIAL STATEMENTS. The Company has previously furnished a copy
of the Company's annual report on Form 10-K for the fiscal year ended June 30,
1997, containing audited financial statements as at June 30, 1997 and for the
three years then ended. All such financial statements have been prepared in
conformity with generally accepted accounting principles applied on a basis
consistent with prior periods, fairly present the financial condition
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of the Company as of dates thereof, and the results of operations of the Company
for the periods indicated.
2.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on Exhibit 2
attached to this Agreement, since June 30, 1997, whether or not in the ordinary
course of business, there has not occurred or arisen (a) any material adverse
change in the financial condition, operations, business or prospects of the
Company, or (b) any event, condition or state of facts of any character which
materially or adversely affects, or may materially or adversely affect, the
financial condition, operations, business or prospects of the Company.
2.10 TAX RETURNS AND REPORTS. All federal income tax and state
franchise tax returns and tax reports required to be filed by the Company have
been filed with the appropriate governmental agencies in all jurisdictions in
which such returns or reports are required to be filed. All such returns and
reports constitute complete and accurate representations, in all material
respects, of the tax liabilities of the Company. All federal income tax and
state franchise and other taxes (including interest and penalties) due from the
Company have been fully paid or adequately provided for on the books and
financial statements of the Company. The Company has not entered into any
agreements with federal and state taxing authorities extending the statute of
limitations with respect to the assessment of federal and state taxes for any
period.
2.11 EXCHANGE ACT REPORTS. The Company has timely filed with the
Securities and Exchange Commission (the "Commission") all reports required to be
filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and such reports complied in all material respects with the requirements
of the Exchange Act and were complete and accurate in all material respects at
the time of filing and do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading.
3. REPRESENTATIONS AND WARRANTIES OF INVESTORS. Each Investor,
severally and not jointly, represents and warrants to the Company as follows:
3.1 AUTHORIZATION. When executed and delivered by such Investor, this
Agreement will constitute the valid and legally binding obligation of such
Investor.
3.2 ACCREDITED INVESTOR. Such Investor is an "accredited investor" as
that term is defined in Rule 501 promulgated under the Securities Act of 1933,
as amended (the "Act").
4. SECURITIES ACT OF 1933.
4.1 INVESTMENT REPRESENTATION.
(a) This Agreement is made with each Investor in reliance upon its
representations to the Company, which by its acceptance hereof each Investor
hereby confirms, that the Shares to
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be received will be acquired for investment for an indefinite period for its own
account and not with a view to the sale or distribution of any part thereof, and
that it has no present intention of selling or otherwise distributing the same,
but subject, nevertheless, to each Investor's rights under Section 7 hereof and
to any requirement of law that the disposition of its property shall at all
times be within its control. By executing this Agreement, each Investor further
represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell or transfer to such person any of the
Shares.
(b) Each Investor understands that the Shares are not and may never be
registered under the Act on the ground that the sale provided for in this
Agreement and the issuance of Shares is exempt pursuant to Section 4(2) of the
Act and Rule 506 of Regulation D thereunder, and that the Company's reliance on
such exemption is predicated on its representations set forth herein; provided,
however, that nothing provided in this Section 4.1(b) shall in any way limit
such Investor's rights under Section 7 hereof or any other specific provision of
this Agreement.
(c) Each Investor agrees that in no event will it make a disposition of
any of the Shares, unless the Shares shall have been registered under the Act,
or unless and until (i) it shall have notified the Company with a statement of
the circumstances surrounding the proposed disposition and (ii) it shall have
furnished the Company with an opinion of counsel reasonably satisfactory to the
Company to the effect that (A) such disposition will not require registration
under the Act, and (B) that appropriate action necessary for compliance with the
Act has been taken. Notwithstanding the foregoing, each Investor that is an
entity qualifying as an accredited investor under Rule 501(a)(8) may distribute
any of the Shares to the owners of its equity.
(d) Each Investor that is an entity represents that it was not formed
or organized for the purposes of making an investment in the Shares in
accordance with this Agreement.
(e) Each Investor represents that it has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investment, has the ability to bear the economic risks of its
investment and has been furnished with, and has had access to, such information
as would be made available in the form of a registration statement together with
such additional information as is necessary to verify the accuracy of the
information supplied and to have all questions which have been asked by such
Investor answered by the Company.
(f) Each Investor understands that if a registration statement covering
the Shares under the Act is not in effect when it desires to sell any of the
Shares, it may be required to hold such Shares for an indeterminate period. Each
Investor also acknowledges that it understands that any sale of the Shares which
might be made by it in reliance upon Rule 144 under the Act may be made only in
accordance with the terms and conditions of that Rule.
4.2 LEGENDS. All certificates for the Shares shall bear substantially
the following legend:
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THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED BY THE
ISSUEE FOR INVESTMENT PURPOSES. SAID SHARES MAY NOT BE SOLD OR
TRANSFERRED UNLESS (A) THEY HAVE BEEN REGISTERED UNDER SAID ACT, OR (B)
THE COMPANY IS PRESENTED WITH EITHER A WRITTEN OPINION SATISFACTORY TO
THE COMPANY OR A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR TRANSFER.
5. CONDITIONS TO INVESTORS' OBLIGATIONS AT CLOSING.
The obligations of the Investors under paragraphs 1.1 and 1.2 of this
Agreement are subject to the fulfillment at or before the Closing of each of the
following conditions:
5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
contained in paragraph 2 hereof, subject to the disclosures contained in Exhibit
2, shall be true on and as of the Closing with the same effect as though said
representations and warranties had been made on and as of the Closing.
5.2 PERFORMANCE. The Company shall have performed and complied with all
agreements and conditions contained herein required to be performed or complied
with by it on or before the Closing.
5.3 STATE SECURITIES LAWS. The Company will have complied with all
requirements under all applicable state securities laws with respect to the
offer and sale of the Shares.
5.4 OPINION OF COUNSEL. There shall have been delivered to counsel for
the Investors an opinion of Xxxxxxx, Moon & Xxxxx, P.A., counsel for the
Company, to the effect that (i) the Company is a corporation duly organized,
validly existing and in good standing under the laws of the state of Delaware,
(ii) this Agreement has been duly authorized, executed, and delivered by the
Company and constitutes a valid and enforceable obligation of the Company in
accordance with its terms, (iii) the Shares have been duly authorized, issued
and delivered and are fully paid and nonassessable and validly outstanding and
(iv) based in part upon the representations of Investors the offer, sale, and
delivery of the Shares under the circumstances contemplated by this Agreement
constitutes an exempt transaction under the Act.
5.5 COUNSEL FEES. The legal fees and expenses of Xxxxxxxx Xxxxxxxx &
Xxxxxx P.C. incurred by Investors shall have been paid in accordance with
Section 9.7 of this Agreement.
6. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING.
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The obligations of the Company under paragraphs 1.1 and 1.2 of this
Agreement are subject to the fulfillment at or before the Closing of each of the
following conditions:
6.1 WARRANTIES TRUE ON THE CLOSING DATE. The representations and
warranties of the Investors contained in paragraphs 3 and 4 hereof shall be true
on and as of the Closing with the same effect as though said representations and
warranties had been made on and as of the Closing.
6.2 RECEIPT OF FUNDS. Subject to Section 9.7 hereof, the Company shall
have received the applicable portion of the funds representing the Purchase
Price from each Investor.
7. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
7.1 DEMAND REGISTRATION.
(a) REQUEST FOR REGISTRATION. At any time after the date
hereof and prior to October 31, 2007, Investor or any transferee of Investor
then holding Shares constituting one percent or more of the outstanding Common
Stock may make a written request ("Demand Notice") for registration under the
Act (a "Demand Registration") of all or part of their respective Shares, subject
to the conditions of this Agreement. Each Demand Notice will specify the number
of Shares proposed to be sold and will also specify the intended method of
disposition thereof. Within ten days after receipt of each Demand Notice, the
Company will give written notice of the Company's receipt of such Demand Notice
to all other holders of Shares (the "Holders") at least 20, but not more than
60, days before the anticipated filing date of a registration statement as
required by this paragraph, and such Holders will be given the opportunity to
participate in such Demand Registration and each Holder electing to participate
shall be deemed a Demanding Holder (as hereinafter defined) for purposes of this
Agreement. Subject to paragraph 7.1(d) hereof, the Company will include in such
Demand Registration all Shares with respect to which the Company has received
written requests for inclusion therein within fifteen days after the delivery to
the applicable Holders of the Company's notice. Each such Holder's request also
will specify the number of Shares to be registered and, subject to paragraph
7.1(f) hereof, the intended method of disposition thereof. Demand Registration
shall be on such appropriate registration form of the Commission as the Company
shall determine.
(b) LIMITATION ON DEMAND REGISTRATION. The Company shall not
be obligated to effect more than three Demand Registrations under this paragraph
7.1.
(c) EFFECTIVE REGISTRATION. Under receipt of a Demand Notice,
the Company will (i) promptly prepare and file a registration statement covering
the Shares requested to be included in such Demand Registration (subject to
paragraph 7.1(e) below) and (ii) cause each Demand Registration to become
effective under the Act and thereafter to keep it effective under the Act for a
period of 120 days. A registration will not count as a Demand Registration (i)
unless a registration statement with respect thereto has become effective
(unless the Holders whose Shares are included in such Demand Registration
("Selling Demand Holders") withdraw
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their request for the Demand Registration, in which case such demand shall count
as a Demand Registration unless the Selling Demand Holders agree to pay all
Registration Expenses (as hereinafter defined)), (ii) if after it has become
effective, such registration is interfered with by any stop order, injunction or
other order or requirement of the Commission or other governmental agency or
court for any reason not attributable to the Selling Demand Holders and has not
thereafter become effective, or (iii) if the conditions to closing specified in
the underwriting agreement, if any, entered into in connection with such
registration are not satisfied or waived, other than by reason of a failure on
the part of the Selling Demand Holders. Except as set forth above, the Company
will pay all Registration Expenses in connection with any Demand Registration,
whether or not it becomes effective.
(d) NO THIRD-PARTY PIGGY-BACK ON DEMAND REGISTRATIONS. Neither
the Company nor any of its respective security holders may include securities of
the Company in any Demand Registration without the prior written consent of the
Demanding Holder (as hereinafter defined) or, if more than one Demanding Holder,
the Majority Demanding Holder (as hereinafter defined), and the Company shall
not enter into any agreement providing any such right to any of its security
holders.
(e) PRIORITY ON DEMAND REGISTRATIONS. In the event the
offering of Shares pursuant to a Demand Registration shall be in the form of an
underwritten offering pursuant to subsection (f) below, if the managing
Underwriter or Underwriters of such offering advise the Company and the Selling
Demand Holders in writing that, in their good faith judgment, the number of
Shares and any other securities requested to be included in such offering is
sufficiently large to materially and adversely affect the success of such
offering (a "Material Adverse Effect"), the Company shall include in such
registration (i) first, the number of Shares requested to be included in such
registration by the Selling Demand Holders and (ii) second, the aggregate number
of securities which in the good faith judgment of such managing Underwriter or
Underwriters can be sold without any such Material Adverse Effect which have
been requested to be included by the Company and, subject to subsection (d)
above, all other holders of securities of the Company permitted to include their
securities in such Demand Registration (allocated among such persons as they may
so determine).
(f) MANNER OF OFFERING; SELECTION OF UNDERWRITERS. If the
Holder(s) requesting a Demand Registration ("Demanding Holder(s)") so requests
(or if more than one Demanding Holder, if the Demanding Holders owning a
majority of the Shares requested to be included in the Demand Regulation by the
Demanding Holders (the "Majority Demanding Holders") so request), the offering
of Shares pursuant to a Demand Registration shall be in the form of an
underwritten offering, and all Holders electing to participate in such Demand
Registration shall be bound by such determination. If a Demand Registration is
in the form of an underwritten offering, the Majority Demanding Holders shall
select the managing Underwriter or Underwriters to be used in connection with
the offering; provided, however, that such Underwriter or Underwriters must be
reasonably satisfactory to the Company.
7.2 SHELF REGISTRATION.
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(a) SHELF REGISTRATION. Within ten (10) business days after
the date hereof, the Company will file a "shelf" registration of the Shares
pursuant to Rule 415 (or any successor thereto) under the Act ("Shelf
Registration"). The Company will cause such Shelf Registration to become
effective under the Act within forty-five (45) days after filing and thereafter
shall keep it effective under the Act for a period of five (5) years or such
shorter period that will terminate when all Shares covered by such Registration
Statement have been sold pursuant to such Registration Statement. The Company's
obligation to keep the Shelf Registration effective is subject to the receipt by
the Company from the Investors of information relating to the Shares necessary
to update the Shelf Registration upon written request of the Company. The Shelf
Registration shall be on such appropriate registration form of the Commission as
the Company shall determine. The Company will pay all Registration Expenses in
connection with the Shelf Registration.
(b) LIMITATION ON SHELF REGISTRATION. Subject to the
provisions of paragraph 7.5, the Company shall not be obligated to effect more
than one Shelf Registration under this paragraph 7.2.
7.3 PIGGYBACK RIGHTS. If at any time after the date hereof, and prior
to October 31, 2007, the Company proposes to register under the Act any of its
equity securities or debt with equity features, it will give written notice to
the Investors of its intention to do so no less than thirty (30) days prior to
filing such registration statement. On the written request of Investors given
within fifteen (15) days after receipt of any such notice, the Company will
cause the Shares for which the registration thereof has been requested to be
included in such registration statement proposed to be filed by the Company (a
"Piggy-back Registration").
7.4 EXPENSES. With respect to any Shares in a registration statement
pursuant to this paragraph 7, the Company shall bear the following fees, costs,
and expenses: all registration, filing and NASD fees, fees required by NASDAQ or
any exchange on which the Common Stock is then traded, printing expenses, fees
and disbursements of counsel and accountants for the Company, fees and
disbursements of counsel for the underwriter or underwriters of such securities
(if the offering is underwritten), all internal expenses, the premiums and other
costs of policies of insurance against liability arising out of the public
offering and legal fees and disbursements and other expenses of complying with
state securities laws of any jurisdictions in which the securities to be offered
are to be registered or qualified (collectively "Registration Expenses"). Fees
and disbursements of special counsel and accountants for the Investors,
underwriting discounts and commissions, transfer taxes for Investors, and any
other expenses relating to the sale of securities by the Investors not expressly
included above shall be borne by the Investors.
7.5 CONCURRENT REGISTRATIONS. In the event that a Demand Registration
is requested pursuant to paragraph 7.1 at a time when there is an effective
Shelf Registration with respect to Shares requested to be included in such
Demand Registration, the Company shall have the right, immediately prior to the
filing of such Demand Registration, to deregister from the Shelf
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Registration the Shares remaining unsold under the Shelf Registration which are
requested to be included in such Demand Registration (and if all of the Shares
remaining unsold under the Shelf Registration are requested to be included in
such Demand Registration, to terminate the effectiveness of the Shelf
Registration); provided however, that upon completion of the offering of the
Shares pursuant to such Demand Registration the Company shall, upon the request
of Investors holding a majority of the Shares that (i) are then subject to the
provisions of this Section 7, (ii) were formerly a part of the Shelf
Registration, and (iii) were not sold pursuant to the Demand Registration,
reregister in a Shelf Registration any unsold Shares which were previously
covered by the Shelf Registration.
7.6 SHARES NO LONGER SUBJECT TO AGREEMENT. Notwithstanding any other
provision of this Agreement, Shares sold by an Investor under an effective
registration statement or pursuant to Rule 144 shall no longer be considered
"Shares" for purposes of this paragraph 7 and the holders of such Shares shall
not be considered "Holders" for purposes of this paragraph 7.
8. ADDITIONAL COVENANTS.
8.1 FORM X-0/XXXX X-0 AVAILABILITY. The Company covenants and agrees
that it will timely file all reports required to be filed by it under the Act
and the Exchange Act, and it will take such other action as may be necessary and
within its control, to cause the Company to remain eligible to register the
Common Stock on Form S-3 or Form S-2 (or any successor form that may be adopted
by the Commission).
8.2 ABILITY TO EFFECT REGISTRATION. The Company covenants that it will
not take any action or engage in any transaction that reasonably could be
expected to adversely affect the ability of the Company to perform its
obligations under this Agreement, including without limitation the ability of
the Company to comply with the provisions of Articles 3 and 11 of Regulation S-X
that may be required to be complied with in connection with preparing and having
declared effective by the Commission any registration statement pursuant to a
Demand Registration, a Shelf Registration or a Piggy-back Registration.
8.3 RULE 144. The Company covenants and agrees that: (i) at all times
while it is subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act it will use its best efforts to comply with the current public
information requirements of Rule 144(c)(1) under the Act; and (ii) it will
furnish Investors upon request with all information about the Company required
for the preparation and filing of Form 144.
9. MISCELLANEOUS.
9.1 AGREEMENT IS ENTIRE CONTRACT. Except as specifically referenced
herein, this Agreement constitutes the entire contract between the parties
hereto concerning the subject matter hereof and no party shall be liable or
bound to the other in any manner by any warranties, representations or covenants
except as specifically set forth herein. Any previous agreement among the
parties related to the transactions described herein is superseded hereby. The
terms
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and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties hereto. Nothing in
this Agreement, express or implied, is intended to confer upon any party, other
than the parties hereto, and their respective successors and assigns, any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.
9.2 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the state of North Carolina.
9.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.4 TITLE AND SUBTITLES. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience and are not to be considered in construing
this Agreement.
9.5 NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail,
addressed to a party at its address hereinafter shown below its signature or at
such other address as such party may designate by ten (10) days advance written
notice to the other party.
9.6 FINDER'S FEE. Each party hereto represents that it is not, and will
not be, obligated for any finder's fee or commission payable in cash in
connection with this transaction. Each Investor hereby agrees to indemnify and
to hold harmless the Company from any liability for any commission or
compensation in the nature of a finder's fee (and the costs and expenses of
defending against such liability or asserted liability) for which such Investor
or any of its employees or representatives is responsible.
The Company agrees to indemnify and hold harmless each Investor from
any liability for any commission and compensation in the nature of a finder's
fee (and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible.
9.7 LEGAL FEES AND EXPENSES. The Company shall pay its own legal fees
and expenses. Fees and expenses in the amount of $9,500.00 shall be paid
directly to Xxxxxxxx Xxxxxxxx & Xxxxxx P.C. by Xxxxxxxx X. Xxxxxxxx by wire
transfer at closing, and such amount shall be credited to the Purchase Price for
Shares being acquired by Xx. Xxxxxxxx.
9.8 SURVIVAL OF WARRANTIES. The warranties and representations of the
Company contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing hereunder.
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9.9 AMENDMENT OF AGREEMENT. Except as expressly provided herein, any
provision of this Agreement may be amended or waived by each Investor by a
written instrument signed by the Company and by each Investor.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
CCAIR, INC.
BY: /s/
----------------------------------------
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INVESTOR:
/s/
------------------------------------
XXXXXX XXXXXX
12
INVESTOR:
BONDERMAN FAMILY LIMITED
PARTNERSHIP
BY: /s/
-----------------------------------------
Xxxxx Xxxxxxxxx, General Partner
13
INVESTOR:
HAKATAK ENTERPRISES, INC.,
NOMINEE
BY: /s/
-----------------------------------------
Xxxxx Xxxxxx
14
INVESTOR:
PAR INVESTMENT PARTNERS, L.P.
BY: PAR GROUP, L.P.
GENERAL PARTNER
BY: PAR CAPITAL MANAGEMENT, INC.
GENERAL PARTNER
BY: /s/
----------------------------------------
XXXX X. XXXXXX, III, PRESIDENT
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INVESTOR:
/s/
-----------------------------------
XXXXXXXX X. XXXXXXXX
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EXHIBIT 1
Name and Address of Investor Number of Shares
Xxxxxx Xxxxxx 100,000
0000 Xxxxxxxxx Xx. #0000
Xxxxxxx, XX 00000
Bonderman Family Limited Partnership 200,000
Texas Pacific Group
Suite 2420
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxxxx
Hakatak Enterprises, Inc., Nominee 100,000
P. O. Xxx 0000
Xxxxxxx Xxxxxxxxx, XX 00000
Par Investment Partners, L.P. 100,000
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Xxxxxxxx X. Xxxxxxxx 45,000
Virgin Express -------
Xxxxxxxx 000
Xxxxxxxxx Xxxxxxx
0000 Xxxxxxxxx
Xxxxxxx
Total 545,000
=======
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EXHIBIT 2
2.3 SUBSIDIARIES. The Company owns two subsidiaries - Piedmont
Commuter, Inc. and Piedmont Charter, Inc. Each subsidiary is a Delaware
corporation that has no operations.
2.9 ABSENCE OF CERTAIN CHANGES. The Company has negotiated a proposed
return agreement with Short Brothers (USA), Inc. for the return of its Shorts
360 aircraft. The Company is currently engaged in the negotiation for the
acquisition of certain Jetstream aircraft with British Aerospace and its
affiliates, in addition to and replacement of certain Jetstream 31 aircraft now
under lease by the Company.
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