THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and
entered into this 25th day of July, 1997, by and between Glasgal Communications,
Inc., a Delaware corporation (the "Company"), and each of the purchasers named
on the execution pages hereof (the "Purchasers").
WHEREAS, the Seller desires to sell to each Purchaser, and
each such Purchaser desires, severally, but not jointly, to purchase, all upon
the terms and subject to the conditions set forth in this Agreement, the number
of shares of the common stock, par value $.001 per share (the "Shares"), of the
Company set forth below such Purchaser's name on the execution pages hereof.
In consideration of the premises and of the mutual
representations, warranties and covenants hereinafter set forth, the Company and
each Purchaser hereby agree as follows:
ARTICLE I
THE PURCHASE AND SALE
1.1 THE PURCHASE AND SALE. (a) Subject to the terms and
conditions set forth herein, at the Closing described below, the Seller will
sell, and each Purchaser will purchase, the number of Shares set forth on each
such Purchaser's execution page.
(b) The purchase price for the Shares is $3.875 per share, or
an aggregate amount as set forth below each Purchaser's name on the execution
pages hereof. The Purchase Price shall be paid as provided in Section 1.2.
1.2 THE CLOSING. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the principal offices of the Company
at 00 X Xxxxxxxx Xxx, Xxxxxx, Xxx Xxxxxx 00000 on July 25, 1997 at 10:00 A.M. or
at such other place or time as the parties may agree (the "Closing Date"). At
the Closing, the Purchase Price shall be payable by delivery of immediately
available funds by wire transfer to an account of the Company that shall be
specified in writing by the Company prior to the Closing. Within five calendar
days following the Closing, the Company shall deliver to each Purchaser a
certificate representing the Shares.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
CONCERNING THE COMPANY
The Company hereby represents and warrants to the Purchasers
as follows:
2.1 ORGANIZATION AND STANDING. The Company is a corporation
duly organized and existing under the laws of the State of Delaware and is in
good standing under such laws.
2.2 CORPORATE POWER. The Company has all requisite corporate
power and authority to enter into this Agreement and the Company will have at
the Closing Date all requisite corporate power to sell the Shares and to carry
out and perform its obligations under the terms of this Agreement.
2.3 CAPITALIZATION. The authorized, issued and outstanding
capital stock of the Company consists of (i) 34,000,000 shares of Common Stock
and (ii) 4,000,000 shares of preferred stock, par value $.001 per share. There
are approximately 23,708,690 shares of the Company's Common Stock and no shares
of Preferred Stock currently issued and outstanding.
2.4 SEC REPORTS AND FINANCIAL STATEMENTS. The Company has
filed with the Securities and Exchange Commission (the "SEC"), and has
heretofore made available to each Purchaser true and complete copies of all
forms, reports, schedules, statements and other documents required to be filed
by it under the Securities Act of 1933, as amended (the "Securities Act") and
the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (as
such documents have been amended or supplemented since the time of their filing,
collectively, the "SEC Reports"). As of their respective dates, the SEC Reports
have been prepared in conformity with Generally Accepted Accounting Principles
consistently applied and as of the dates indicated, and for the periods then
ended, present fairly the financial position and results of operations of the
Company as of the dates and for the periods indicated.
2.5 ABSENCE OF UNDISCLOSED LIABILITIES. Except as described in
the SEC Reports, the Company has no material debts, liabilities or obligations
of any kind, whether accrued, absolute, contingent or other, whether due or to
become due, except as incurred in the ordinary course of business, that would
have a material adverse effect on the Company.
2.6 FULLY PAID SHARES. The Shares, when acquired by the
Purchasers will be fully paid and non-assessable, free of preemptive rights and
encumbrances, and will have the same rights
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under the Company's certificate of incorporation and by-laws as all other shares
of Common Stock.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASERS
Each Purchaser, as to himself or herself only, represents and
warrants to the Company as follows:
3.1 INVESTMENT INTENT, ETC. Each Purchaser is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated under
the Securities Act. Each Purchaser or his investment advisor has received,
examined and reviewed copies of the Company's most recent reports, as amended,
filed under the Exchange Act and other publicly available documents and
recognizes that the investment in the Shares involves a high degree of risk.
Each Purchaser has been advised that it may not be possible to readily liquidate
this investment. Each Purchaser's overall commitment to the Shares, which are
not readily marketable, is not disproportionate to his net worth, his investment
in the Company will not cause such overall commitment to become excessive, and
he can afford to bear the loss of his entire investment in the Company. Each
Purchaser has such knowledge and experience in financial and business matters
that such Purchaser is capable of evaluating the merits and risks of an
investment in the Common Stock of the Company. Each Purchaser confirms that the
Company has made available to such Purchaser the opportunity to ask questions
of, and receive answers from, the Company concerning the Company and the
activities of the Company and otherwise to obtain any additional information, to
the extent that the Company possesses such information or could acquire it
without unreasonable effort or expense, necessary to verify the accuracy of the
information conveyed to him. Each Purchaser hereby acknowledges that such
Purchaser has been advised that this offering of Shares has not been registered
with, or reviewed by, the Securities and Exchange Commission because this
offering is intended to be a non-public offering pursuant to Section 4(2) of the
Securities Act. Each Purchaser represents that the Shares are being purchased
for such Purchaser's own account, for investment purposes only and not with a
view towards distribution or resale to others. Each Purchaser agrees that he
will not attempt to sell, transfer, assign, pledge or otherwise dispose the
Shares unless they are registered under the Securities Act or unless in the
opinion of counsel satisfactory to the Company an exemption from such
registration is available. Each Purchaser understands that no securities
administrator of any state has made any finding or determination relating to the
fairness of this investment and that no securities administrator of any state
has recommended or endorsed, or will recommend or endorse, the offering of the
Shares. Each Purchaser has relied solely upon the advice of its own tax and
legal advisors with
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respect to the tax and other legal aspects of this investment. Each Purchaser is
purchasing the Shares for such Purchaser's own account, and not in any agency,
fiduciary or similar capacity.
3.2 APPROVALS AND CONSENTS. The execution, delivery and
performance by each Purchaser of this Agreement will not constitute or result in
a breach or default under, or conflict with, any order, ruling or regulation of
any court or other tribunal or of any governmental commission or agency, or any
agreement or other undertaking, to which such Purchaser is a party or by which
he is bound. No action, approval, consent or authorization, including, but not
limited to, any action, approval, consent or authorization by any governmental
or quasi-governmental agency, commission, board, bureau, or instrumentality is
necessary or required as to each Purchaser in order to constitute this Agreement
as a valid, binding and enforceable obligation of such Purchaser in accordance
with its terms. The source of the funds evidencing the Purchase Price are from
legally available funds of each Purchaser.
3.3 LEGENDS. Each Purchaser understands that the certificates
evidencing the Shares will bear a legend substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE
ACT SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO AND THEY
SHALL HAVE BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE
APPROPRIATE STATE SECURITIES LAWS OR (II) IN THE OPINION OF
COUNSEL TO THE CORPORATION, REGISTRATION AND QUALIFICATION
UNDER THE ACT AND THE SECURITIES LAWS OF THE APPROPRIATE STATE
IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."
The legend referred to above shall be removed by the Company
from any certificate at such time as the holder of the shares represented by the
certificate delivers an opinion of counsel reasonably satisfactory to the
Company to the effect that such legend is not required in order to establish
compliance with any provisions of the Securities Act, or at such time as the
holder of such shares satisfies the requirements of Rule 144(k) under the
Securities Act, as then in effect with respect to such shares.
3.4 RISK FACTORS. Each Purchaser has conducted his own due
diligence with respect to all aspects of this transaction and is familiar with
the risk factors inherent in the purchase of the Shares, which include the
following:
WORKING CAPITAL DEFICIENCIES; HISTORY OF LOSSES. The Company
has a history of limited working capital and has had working capital
deficiencies of $2,679,000, $10,223,000 and $4,103,000 for
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the fiscal years ended April 30, 1995 and 1996, and the nine months ended
January 31, 1997, respectively. In addition, the Company has incurred net losses
of $2,392,000, $13,418,000 and $844,417 for the fiscal years ended April 30,
1995 and 1996, and the nine months ended January 31, 1997, respectively.
There can be no assurance that the Company will generate sufficient
revenues to meet expenses or to operate profitably in the future. If the Company
is unable to generate sufficient cash flow from its operations it would have to
seek additional borrowings, effect debt or equity offerings or otherwise raise
capital. There can be no assurance that any such financing will be available to
the Company, or if available, that the terms will be acceptable to the Company.
In addition, the ability to raise other capital might be restricted by financial
covenants contained in currently existing borrowing agreements.
POSSIBLE NEED FOR ADDITIONAL FINANCING. As of January 31, 1997, the
Company had cash and cash equivalents of $556,000. The Company may be required
to seek additional financing to finance its working capital requirements. There
can be no assurance that any additional financing, if required, will be
available to the Company on acceptable terms, if at all. The Company currently
has limited availability under its line of credit. Any inability by the Company
to obtain additional financing, if required, will have a material adverse effect
on the operations of the Company.
SUBSTANTIAL INDEBTEDNESS. As of January 31, 1997, the Company had
outstanding on a consolidated basis approximately $12,133,000 million of
indebtedness. The level of the Company's indebtedness could have important
consequences to its future prospects, including the following: (i) limiting the
ability of the Company to obtain any necessary financing in the future for
working capital, capital expenditures, debt service requirements or other
purposes; (ii) requiring that a substantial portion of the Company's cash flow
from operations, if any, be dedicated to the payment of principal of and
interest on its indebtedness and other obligations; (iii) limiting its
flexibility in planning for, or reacting to changes in, its business; (iv) the
Company will be more highly leveraged than some of its competitors, which may
place it at a competitive disadvantage; and (v) increasing its vulnerability in
the event of a downturn in its business.
DEPENDENCE ON KEY PERSONNEL. The Company's future success depends in
large part on the continued service of its key personnel. In particular, the
loss of the services of Xxxxx Xxxx, Chief Executive Officer, Xxxxxx Xxxx, Vice
President, or Xxxxxxxxxxx Xxxxx, President and Chief Executive Officer of
Datatec, of which the Company owns approximately 98.5% of the issued and
outstanding shares, could have a material adverse effect on the operations of
the Company. The Company has employment agreements with Messrs. Gaon, Xxxx and
Xxxxx which each expire on
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October 31, 1999. Each of these employment agreements may be terminated by the
Company for cause or by the employee for good reason. The Company's future
success and growth also depends on its ability to continue to attract, motivate
and retain highly qualified employees, including those with the technical
expertise necessary to operate the business of the Company. There can be no
assurance that the Company will be able to attract, motivate and retain such
persons.
COMPETITION. The Company competes with other companies involved in the
design, installation, integration, deployment and servicing of local and wide
area networks, the provision of software tools to systems integrations and the
distribution of data communications equipment. These competitors include local
and national systems integrators, computer manufacturers, software vendors,
telephone companies and distribution companies. These markets are highly
competitive, and some companies with which the Company competes are
substantially larger and have significantly greater resources than the Company.
There can be no assurance that the Company will be able to compete successfully
in the future.
CONTROL BY PRINCIPAL STOCKHOLDERS. Xxxxx Xxxxxxx, the Chairman of the
Board and President of the Company, through his beneficial ownership and through
a voting agreement with Direct Connect International Inc. ("DCI") has the power
to vote approximately 24% of the Common Stock. DCI has pledged approximately
300,000 of the shares of Common Stock it owns in the Company as collateral for
various obligations. If the pledgees were to become the owner of such shares,
Xx. Xxxxxxx would no longer have the power to vote such shares. In addition, Xx.
Xxxxx, President and Chief Executive Officer of Datatec has the power to vote
approximately 17% of the Common Stock.
EXTENDED LEAD TIMES FOR REALIZATION OF REVENUE. Due to the nature and
size of orders that the Company is now pursuing there is a longer lead time
between the initiation of prospective business and the consummation of a
transaction, if any. Consequently, significantly more resources are required to
manage this process. As such, there is likely to be substantial fluctuations in
sales volume on a month-to-month and quarter-to-quarter basis. The pursuit of
this type of business increases the Company's risk of failure, especially given
its present level of working capital. As a result, if the Company experiences
lower than expected sales volume for an extended period of time, there will be a
material adverse effect on the Company.
VOLATILITY OF THE COMPANY'S COMMON STOCK PRICES. The market price of
the Company's Common Stock has experienced significant volatility, with per
share closing bid prices ranging from a low of $4.50 to a high of $10.75 over
the nine month period from May 1, 1996 to January 31, 1997. Announcements of
technological innovations for new commercial products of the Company or its
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competitors, developments concerning propriety rights or governmental regulation
or general conditions in the market for the Company's services may have a
significant effect on the Company's business and on the market price of the
Company's securities. Sales of a substantial number of shares by existing
security holders could also have an adverse effect on the market price of the
Company's securities.
SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.
NO CASH DIVIDENDS. The Company has not paid cash dividends on its
Common Stock since its inception, other than certain distributions made to
stockholders in amounts sufficient to reimburse the Company's stockholders for
income tax liabilities arising from the Company's former status as an "S"
corporation. The Company currently intends to retain earnings, if any, for use
in the business and does not anticipate paying any dividends to its stockholders
in the foreseeable future.
RIGHTS OF COMMON STOCK SUBORDINATE TO PREFERRED STOCK. The Certificate
of Incorporation of the Company authorizes the issuance of a maximum of
4,000,000 shares of preferred stock, par value $.001 per share. If shares of
preferred stock are issued in the future, the terms of a series of preferred
stock may be set by the Company's Board of Directors without approval by the
holders of the Common Stock of the Company. Such terms could include, among
others, preferences as to dividends and distributions on liquidation as well as
separate class voting rights. The rights of the holders of the Company's Common
Stock will be subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued in the future.
CERTAIN ANTI-TAKEOVER CHARTER PROVISIONS. The future issuance of
preferred stock by the Company could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company. Other than the
Preferred Stock described herein, the Company does not have any present plans to
issue any additional shares of preferred stock.
ACQUISITIONS. It is currently anticipated that a portion of the
Company's future growth will result from acquisitions of other similar or
complementary businesses. In October 1994, the Company consummated the
acquisition of Signatel, Ltd. ("Signatel"). On April 24, 1996, the Company
acquired 80% of the issued and outstanding capital stock of Computer-Aided
Software Integration, Inc. ("CASI"), a provider of software tools and services
to systems
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integrators and independent software vendors. On July 31, 1996, the Company
acquired 100% of the issued and outstanding capital stock of HH Communications,
Inc. ("HH"), which resells computer networking equipment and provides
value-added services in connection with such equipment. On October 31, 1996, the
Company acquired approximately 98.5% of the issued and outstanding capital stock
of Datatec, a network integrator. The Company has no other current plan or
agreement to acquire any other business. There can be no assurance that any
other transaction will be consummated or that they will result in increased
levels of profit for the Company. In addition, there can be no assurance that
the Company will be able to integrate or manage successfully other acquired
businesses.
3.5 ENTIRE AGREEMENT. No representations or warranties have
been made to each Purchaser by the Seller, and in subscribing for the Shares
such Purchaser is not relying upon any representations other than those
contained herein.
3.6 PURCHASER INFORMATION. Any information that each Purchaser
has heretofore furnished or is simultaneously herewith furnishing to the Seller
with respect to such Purchaser's financial position and business experience is
correct and complete as of the date of this Agreement and, if there should be
any material change in such information, each Purchaser will immediately furnish
revised or corrected information to the Company.
3.7 FINDERS. Each Purchaser represents and warrants that such
Purchaser has not retained any finder, broker, agent, financial advisor or other
intermediary in connection with the transactions contemplated by this Agreement
and agrees to indemnify and hold harmless the Company, its officers, directors,
affiliates, subsidiaries, employees and agents from liability for any
compensation to any such intermediary retained by such Purchaser and the fees
and expenses of defending against such liability or alleged liability.
ARTICLE IV
REGISTRATION OF SHARES
4.1 "PIGGYBACK REGISTRATION". (a) If the Company at any time
or from time to time during the three (3) year period commencing on the Closing
Date proposes to register any Common Stock under the Securities Act (other than
pursuant to a registration statement (including pre-effective amendments
thereto) (i) on Form S-8 or any successor form to such form, (ii) on Form S-4 or
any successor form to such form, (iii) filed in connection with an exchange
offer or an offering of Common Stock or of securities convertible or
exchangeable into Common Stock made solely to its existing shareholders in
connection with a rights offering or solely to employees of the Buyer, or a
post-effective
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amendment to any then effective registration statement), it will give written
notice to each Purchaser of its intention at least ten (10) days in advance of
the filing of any Registration Statement with respect thereto. Upon the written
request of any Purchaser given within five (5) days after receipt of such
notice, the Company, subject to Section 4.1(b) below, will cause the Shares
and/or the resale of the Shares requested by such Purchaser to be registered, to
be so registered.
(b) (i) In the case of an underwritten offering by the Company
of Common Stock, the Company shall, with respect to Shares that each Purchaser
then desires to sell, enter into an underwriting agreement with the same
underwriters engaged by the Company with respect to securities being offered by
the Company and cause such underwriters to include in any such underwriting all
of the Common Shares that each Purchaser then desires to sell; PROVIDED,
HOWEVER, that such underwriting agreement is in substantially the same form as
the underwriting agreement that the Buyer enters into in connection with the
primary offering it is making.
(ii) If the managing underwriter with respect to an
offering pursuant to this Section 4.1 requests in writing that the number of
Shares of each Purchaser that are entitled to be registered pursuant to this
Section 4.1 be reduced because in the judgment of the managing underwriter the
offering would be materially and adversely affected, then the Shares that such
Purchaser wishes to register pursuant to this Section 4.1 shall be reduced by
such amount as the managing underwriter may determine in writing so as to not
materially and adversely affect the proposed offering, which reduced number of
Shares shall be included in such offering.
Notwithstanding the provisions of this Section 4.1, the
Company shall have the right at any time after it shall have given written
notice pursuant to this Section 4.1 (irrespective of whether a written request
for inclusion of any such securities shall have been made) to elect not to file
any such proposed registration statement, or to withdraw the same after the
filing but prior to the effective date thereof.
4.2 "S-3 REGISTRATION". In the event that a Registration
Statement relating to the resale of the Shares by the Purchasers has not been
filed on or before August 1, 1997, the Company shall use its best efforts to
file a Registration Statement on Form S-3 covering the resale of the Shares of
Common Stock by each of the Purchasers within 30 days following such date. The
Company shall use its best efforts to cause any such Registration Statement to
remain current and effective to permit the sale of the Shares until the earlier
of (a) the date that all of the Shares have been sold pursuant to the
Registration Statement, (b) the date the holders of the Shares receive an
opinion of counsel
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satisfactory to each Purchaser that the Shares may be sold under the provisions
of Rule 144(k) promulgated under the Securities Act, or (c) the two year
anniversary of the effective date of the Registration Statement.
4.3 REGISTRATION PROCEDURES. Each Registration Statement filed
pursuant to this Article IV shall be pursuant to the procedures set forth below:
(a) The Company shall notify each Purchaser promptly after it
shall receive notice thereof, of the date and time when such Registration
Statement and each post-effective amendment thereto has become effective or a
supplement to any prospectus forming a part of such Registration Statement has
been filed;
(b) The Company shall furnish to each Purchaser such
reasonable number of copies of the Registration Statement and prospectus and
such other documents as Purchaser may reasonably request in order to facilitate
the public offering of the Shares;
(c) The Company shall use its best efforts to register or
qualify the Shares covered by such Registration Statement under such state
securities or blue sky laws of such jurisdictions as each Purchaser may
reasonably request, PROVIDED, HOWEVER, that the Company shall not be obligated
to file any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or to subject
itself to taxation in connection with any such registration or qualification of
such securities;
(d) The Company shall notify each Purchaser participating in
such registration promptly of any request by the SEC for the amending or
supplementing of such Registration Statement or prospectus or for additional
information. Each Purchaser agrees that, upon receipt of any notice from the
Company of the occurrence of any event of the kind described in this subsection
(d), such Purchaser will forthwith discontinue the offer and sale of Shares
pursuant to the Registration Statement covering such Shares until receipt by the
Purchaser and underwriters of the copies of such supplemented or amended
prospectus and, if so directed by the Company, the Purchaser will deliver to the
Company all copies, other than permanent file copies then in such Purchaser's
possession, of the most recent prospectus covering such Shares at the time of
receipt of such notice; and
(e) The Company shall advise each Purchaser participating in
such registration, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the SEC suspending the
effectiveness of such Registration Statement or the initiation or threatening of
any proceeding for that purpose and promptly use its best efforts to prevent the
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issuance of any stop order or to obtain its withdrawal if such stop order should
be issued.
4.4 EXPENSES OF REGISTRATION. All expenses of the Company
incident to the Company's performance of or compliance with the provisions of
this Article IV shall be borne by the Company including without limitation:
(a) All registration and filing fees;
(b) Fees and expenses of compliance with all securities or
blue sky laws (including fees and disbursements of counsel for the Company in
connection with blue sky qualifications of the Shares; PROVIDED, HOWEVER, that
the Company shall not be required to consent to general service of process in
any such state); and
(c) Fees and disbursements of the Company and its independent
auditors.
Nothing in this Section 4.3 shall be deemed to require the
Company to pay or bear any expenses of the Purchasers' attorneys or accountants
or any other personal expenses or any underwriting discounts relating to the
Common Shares, selling commissions or similar fees attributable pro rata to the
Common Shares if such registration results in an Underwritten Offering of all or
any portion of the Common Shares.
4.5 LOCK-UP. Each of the Purchasers hereby agree that for a
period of 90 days from the Closing Date, they will not offer, sell, transfer or
otherwise dispose of any of the Shares which are owned (beneficially or of
record) by them, irrespective of whether there is an effective Registration
Statement covering the resale of the Shares, without the prior written consent
of the Company.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented only by written agreement of Purchaser and the Company.
5.2 WAIVER. Any breach of any obligation, covenant, agreement
or condition contained herein shall be deemed waived by the non-breaching party,
only by a writing, setting forth with particularity the breach being waived and
the scope of the waiver, but such waiver shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other breach. No waiver shall be
implied from any conduct or action of the non-breaching party. No failure or
delay by any party in exercising any right, power or privilege hereunder or
under the Documents and no course of dealing by any party shall operate as a
waiver and any right, power or
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privilege hereunder or under any Document nor shall any single or partial
exercise thereof or the exercise of any other right, power or privilege.
5.3 NOTICES. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand:
(a) if to the Company, to:
Glasgal Communications, Inc.
00 X Xxxxxxxx Xxx
Xxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxx
with a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx, Esq.
(b) if to the Purchasers, at each such address
set forth on the execution pages hereof.
and, in each case, to such other address as any party shall have given to the
other parties by notice in writing to the other in compliance with this Section
5.3.
5.4 BINDING NATURE AGREEMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, but neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
any of the parties hereto without prior written consent of the other parties.
5.5 ACKNOWLEDGEMENT BY THE PURCHASERS. Each Purchaser has been
informed that the Company's Common Stock is publicly-traded on the Nasdaq
Small-Cap Market and that the Purchase Price for the Shares may bear no relation
to the future market value or book value of the Common Stock. Each Purchaser
further acknowledges that he has reviewed such information as he deems
appropriate to evaluate whether to enter into this Agreement. Each Purchaser
further acknowledges that he is not relying on any oral information or
representations from the Company or any other person, including representatives
of the Company in connection with his decision to enter into this Agreement,
including the Company's financial condition, prospects, present or future
results of
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operations, business plans or the potential for future appreciation in the
Company's Common Stock.
5.6 GOVERNING LAW. This Agreement and the legal relations
among the parties hereto shall be governed by and construed in accordance with
the laws of the State of New Jersey applicable to contracts made and performed
therein.
5.7 EXPENSES. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
5.8 COUNTERPARTS. This Agreement may be signed in counterparts
with the same effect as if both parties had signed one and the same instrument.
5.9 FORM OF SIGNATURE. The parties hereto agree to accept a
facsimile transmission copy of their respective signatures as evidence of their
respective actual signatures to this Agreement; PROVIDED HOWEVER, that each
party who produces a facsimile signature agrees, by the express terms hereof, to
place, immediately after transmission of its signature by fax, a true and
correct original copy of its signature in overnight mail to the address of the
other party.
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XXXXX XXXXXXXX AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed the day and year first above written.
GLASGAL COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
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STOCK PURCHASE AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
PURCHASER:
/S/ X.X. XXXXXXX
------------------------------------------
Name: DIRECT CONNECT INTERNATIONAL, INC.
Address:
000 Xxxxxxxxxx Xxxx #000
Xxxx Xxxx, XX 00000
Number of Shares Purchased:
350,000
Aggregate Purchase Price:
$1,356,250
-00-
XXXXX XXXXXXXX AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
PURCHASER:
/S/ XXXXX XXXXXX
------------------------------------------
Name:
Address:
000 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxx, XX 00000
Number of Shares Purchased:
25,000
Aggregate Purchase Price:
$96,875
-00-
XXXXX XXXXXXXX AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
PURCHASER:
/S/ XXXX XXXXXXX
------------------------------------------
Name: XXXX XXXXXXX
Address:
00, xx xx X'Xxxxxxxx
XX-0000 XXXXXXX-XXXXXX
Number of Shares Purchased:
50,000
Aggregate Purchase Price:
$193,750
-00-
XXXXX XXXXXXXX AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
PURCHASER:
/S/ XXXXXXX X. XXX
------------------------------------------
Name: XXXXXXX X. XXX
VICE PRESIDENT
Address:
00 X. 00xx - Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Number of Shares Purchased:
10,000
Aggregate Purchase Price:
$38,750
-00-
XXXXX XXXXXXXX AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
PURCHASER:
/S/ XXXXXXX XXX
------------------------------------------
Name: XXXXXX XXX
Address:
00-00 00XX XXXXX
XXXXXXXXX, XX 00000
Number of Shares Purchased:
5,000
Aggregate Purchase Price:
$19,375
-00-
XXXXX XXXXXXXX AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
PURCHASER:
ORACLE MANAGEMENT LIMITED
/S/ XXXXXX X. XXXXXXXXX
------------------------------------------
Name: XXXXXX X. XXXXXXXXX
Address:
Warner Building
00 Xxxx Xxxxxx, Xxxxxxxx XX00
Xxxxxxx
Number of Shares Purchased:
125,000
Aggregate Purchase Price:
$484,375
-15-
