STOCK PURCHASE AGREEMENT
BETWEEN
WindsorTech, Inc., a Delaware Corporation
AND
CERTAIN INVESTORS
(AS LISTED ON SCHEDULE A)
DATED
May 18, 2004
STOCK PURCHASE AGREEMENT
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This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of the 18th day of May, 2004 by and among WindsorTech, Inc.., a
corporation organized and existing under the laws of the State of Delaware
("WindsorTech " or the "Company"), and certain investors, (hereinafter referred
to collectively as "Investor" or "Investors") as listed on Schedule A herein
(each agreement with an Investor being deemed a separate and independent
agreement between the Company and such Investor).
PRELIMINARY STATEMENT:
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WHEREAS, the Investors wish to purchase, upon the terms and subject to
the conditions of this Agreement of Three Million, Six Hundred Thousand Dollars
($3,600,000.00) of the Common Stock of the Company with the right, upon the
purchase of each share of Common Stock, to receive one (1) common stock purchase
warrant in accordance with the terms hereof (each share of Common Stock and
corresponding stock purchase warrant are referred to herein as a "Unit"); and
WHEREAS, the parties intend to memorialize the purchase and sale of
such Units;
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
ARTICLE I
INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS
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1.1 Incorporation by Reference. The foregoing recitals, Schedule A and the
Exhibits attached hereto and referred to herein, are hereby acknowledged to be
true and accurate, and are incorporated herein by this reference.
1.2 Superseder. This Agreement, to the extent that it is inconsistent with any
other instrument or understanding among the parties , shall supersede such
instrument or understanding to the fullest extent permitted by law. A copy of
this Agreement shall be filed at the Company's principal office.
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc.. AND CERTAIN INVESTORS
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1.3 Certain Definitions. For purposes of this Agreement, the following
capitalized terms shall have the following meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set forth elsewhere in this Agreement):
1.3.1 "1933 Act" means the Securities Act of 1933, as amended.
1.3.2 "1934 Act" means the Securities Exchange Act of 1934, as amended.
1.3.3 "Affiliate" means that definition as disclosed in the 1933 Act
and/or 1934 Act and shall also mean a Person or Persons directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common
control with the Person(s) in question. The term "control," as used in the
immediately preceding sentence, means, with respect to a Person that is a
corporation, the right to the exercise, directly or indirectly, of more than 50
percent of the voting rights attributable to the shares of such controlled
corporation and, with respect to a Person that is not a corporation, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such controlled Person.
1.3.4 "Articles". The Articles of Organization of the Company, as the
same may be amended from time to time.
1.3.5 "Closing Date" means the earlier of May 18, 2004 or upon all of
the conditions of Article VIII and Article IX herein are satisfied, unless
extended by mutual consent by the Company and the Investors on or before May 28,
2004 .
1.3.6 "Common Stock" means the shares of common stock of WindsorTech,
Inc., a Delaware Corporation , par value $0.001 per share.
1.3.7 "Effective Date" shall mean the date the Registration Statement
of the Company covering the Shares being subscribed for hereby is declared
effective.
1.3.8 "Material Adverse Effect" shall mean any adverse effect on the
business, operations, properties or financial condition of the Company that is
material and adverse to the Company and its subsidiaries and affiliates, taken
as a whole and/or any condition, circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of its material obligations under this Agreement or the Registration Rights
Agreement or to perform its obligations under any other material agreement.
1.3.10"Person" means an individual, partnership, firm, limited
liability company, trust, joint venture, association, corporation, or any other
legal entity.
1.3.11 "Purchase Price" means the purchase price for the Units.
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc.. AND CERTAIN INVESTORS
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1.3.12 "Registration Rights Agreement" shall mean the registration
rights agreement between the Investors and the Company attached hereto as
Exhibit B.
1.3.13 "Registration Statement" shall mean the registration statement
under the 1933 Act to be filed with the Securities and Exchange Commission for
the registration of the Shares pursuant to the Registration Rights Agreement
attached hereto as Exhibit B.
1.3.14 "SEC" means the Securities and Exchange Commission.
1.3.15 "SEC Documents" shall mean the Company's latest Form 10-K or
10-KSB as of the time in question, all Forms 10-Q or 10-QSB and 8-K filed
thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question until such time as the Company no longer has an obligation to maintain
the effectiveness of a Registration Statement as set forth in the Registration
Rights Agreement.
1.3.16 "Shares" shall mean, collectively, the shares of Common Stock of
the Company being subscribed for hereunder and those shares of Common Stock
issuable to the Investor upon exercise of the Warrants.
1.3.17 "Units" shall mean the Common Stock and the Warrants
collectively.
1.3.18 "Warrants" shall mean the Common Stock purchase warrants in the
form attached hereto Exhibit A.
ARTICLE II
SALE AND PURCHASE OF WINDSORTECH'S UNITS
AND PURCHASE PRICE
2.1 Sale of WindsorTech Units Upon the terms and subject to the conditions set
forth herein, and in accordance with applicable law, the Company agrees to sell,
and the Investors, severally and not jointly, agree to purchase the following
Units with an aggregate principal amount of a minimum of Three Million, Six
Hundred Thousand Dollars ($3,600,000.00) in accordance with the commitments set
forth on Schedule A attached hereto, at the Purchase Price on the Closing Date,
each Unit consisting of:
2.1.1 Common Stock Upon execution and delivery of this Agreement and
the Company's receipt of the Purchase Price (as described herein), each Investor
shall receive shares of Common Stock of the Company at a value of sixty cents
($.60) per share. The Company shall register those shares of Common Stock
pursuant to the terms and conditions of a Registration Rights Agreement attached
hereto as Exhibit B. The Registration Rights Agreement
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
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shall include, but not be limited to, such terms and conditions as the immediate
registration of the shares of Common Stock sold hereunder, one demand right if
all the shares of Common Stock sold hereunder are not registered or the
Registration Statement is subsequently not effective, unlimited "piggy back"
registration rights, and liquidated damages to the Investor of thirty percent
(30%)of the Purchase Price per annum payable on a monthly basis if the shares of
Common Stock are not registered pursuant to an effective Registration Statement
within five months of the Closing Date or if the shares of Common Stock are
registered pursuant to an effective Registration Statement and such Registration
Statement or other Registration Statement including the shares of Common Stock
is not effective in the period from five months following the Closing Date
through two years following the Closing Date, except that the obligation of the
Company terminates when the Investor no longer holds more than twenty percent
(20%) of their shares of Common Stock as acquired herein.
2.1.2 Warrants Upon execution and delivery of this Agreement and the Company's
receipt of the Purchase Price (as described herein), each Investor shall receive
one Warrant for each share of Common Stock purchased. The Warrants, the form of
which are attached hereto as Composite Exhibit A shall include, but not be
limited to, such terms and conditions as a exercise price of $1.50 per share for
up to 3,000,000 shares of Common Stock, and $3.60 for up to 3,000,000 shares of
Common Stock per share, all share as more particularly set forth in the Warrants
with an expiration date of five (5) years from the date of issuance
2.2 Purchase Price. The purchase price to be paid by each Investor on the
Closing Date shall be as defined section 1.3.5 ($.60) sixty cents per share, as
the case may be, in accordance with on Schedule A attached hereto, and shall be
payable in United States Dollars. Payment to the Company of the Purchase Price
shall be made at the Closing Date by wire transfer of funds to the account
specified by the Company and provided to the Investor.
2.3 Escrow. The funds received by Gibraltar Bank (the "Escrow Agent") in
accordance with Section 2.2 of this Agreement shall be held in escrow pursuant
to the terms and conditions of this Section 2.3 of the Agreement. The funds
shall be held in a non-interest bearing account. The Escrow Agent shall disburse
the funds to the Company, or as the Company shall in writing direct, upon
receipt of written confirmation to Escrow Agent from Xxxxxx Partners LP that all
closing contingencies have been met. If the closing of such transaction has not
taken place by the closing date as defined in this Agreement, or the closing
date as extended as defined in this Agreement, the Escrow Agent shall return
such funds to the Investors immediately and shall return all executed documents
to the Company. The Investors and the Company, jointly and severally, agree to
indemnify Escrow Agent for, and to hold it harmless against, any loss,
liability, damage or expense incurred by Escrow Agent arising out of, or in
connection with, this Agreement, any litigation arising in connection with this
Agreement or any transaction related in any way hereto, including but not
limited to attorneys' fees incurred by Escrow Agent in the event of any question
as to the provisions hereof or its duties hereunder, and other costs and
expenses incurred by Escrow Agent in fulfilling its duties and responsibilities
hereunder, or
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
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incurred by Escrow Agent defending itself against any claim of liability (other
than, in all such cases, for Escrow Agent's willful misconduct or gross
negligence). Escrow Agent shall have no duties arising from this Agreement
except those expressly set forth in this Section 2.3 and it shall not be bound
by any notice of claim or demand, or any waiver, modification or amendment
unless it shall have given its prior written consent thereto.
ARTICLE II
CLOSING DATE AND DELIVERIES AT CLOSING
3.1 Closing Date The closing of the transactions contemplated by this Agreement
(the "Closing"), unless expressly determined herein, shall be held at the
offices of the Company, at at 10:00 a.m.. local time, on the Closing Date or on
such other date and at such other place as may be mutually agreed by the
parties, including closing by facsimile with originals to follow.
3.2 Deliveries by the Company. In addition to and without limiting any other
provision of this Agreement, the Company agrees to deliver, or cause to be
delivered, to the Investors, the following:
(a) Within seven (7) business days of the closing, Certificates
representing WindsorTech Shares, which certificates shall be
duly endorsed to the Investor(s);
(b) At or prior to Closing, an executed Agreement;
(c) At or prior to Closing, executed Warrants in the name of the
Investor(s) in the form attached hereto as Exhibit A;
(d) At or prior to Closing, an executed Registration Rights
Agreement between the Investor(s) and the Company in the form
attached hereto as Exhibit B;
(e) At or prior to Closing, confirmation that the provisions of
Paragraph 6.6 herein have been satisfied or commenced, as
appropriate; and
(f) Such other documents or certificates as shall be reasonably
requested by the each Investor or its counsel.
(g) Completion of the acquisition by WindsorTech, Inc. of QualTech
International, Inc. and QualTech Services Group, Inc., which
closing shall occur concurrently with this closing; it being
understood that the proceeds of this closing will be used, in
part, to fund the QualTech closings.
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3.3 Deliveries by Investor. In addition to and without limiting any other
provision of this Agreement, each Investor agrees to deliver, or cause to be
delivered, to the Company, as appropriate, the following:
(a) At or prior to Closing, the Purchase Price;
(b) At or prior to Closing, an executed Agreement;
(c) At or prior to Closing, an executed Registration Rights
Agreement between each Investor and the Company in the form
attached hereto as Exhibit B; and
(d) Such other documents or certificates as shall be reasonably
requested by the Company or his counsel.
In the event any document provided to the other party in Paragraphs 3.2 and 3.3
herein are provided by facsimile, the party shall forward an original document
to the other party within seven (7) business days. The Investors by majority
of dollar amount invested may waive any of the Company's conditions of closing.
3.4 Further Assurances. The Company and each Investor shall, upon request, on or
after the Closing Date, cooperate with each other (specifically, the Company
shall cooperate with each Investor, and each Investor shall cooperate with the
Company, and no Investor is required to cooperate with any other Investor) by
furnishing any additional information, executing and delivering any additional
documents and/or other instruments and doing any and all such things as may be
reasonably required by the parties or their counsel to consummate or otherwise
implement the transactions contemplated by this Agreement
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF WINDSORTECH
WindsorTech represents and warrants to the Investor(s) (which
warranties and representations shall survive the Closing regardless of what
examinations, inspections, audits and other investigations the Purchaser has
heretofore made or may hereinafter make with respect to such warranties and
representations) as follows:
4.1 Organization and Qualification. WindsorTech is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware ,
and has the requisite corporate power and authority to own, lease and operate
its properties and to carry on its business as it is now being conducted and is
duly qualified to do business in any other jurisdiction by virtue of the nature
of the businesses conducted by it or the ownership or leasing of its properties,
except where the failure to be so qualified will not, when taken together with
all
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WindsorTech, Inc. AND CERTAIN INVESTORS
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other such failures, have a Material Adverse Effect on the business, operations,
properties, assets, financial condition or results of operation of WindsorTech
and its subsidiaries taken as a whole.
4.2 Articles of Incorporation and By-Laws. The complete and correct copies
of WindsorTech's Articles of Incorporation and By-Laws, as amended or
restated to date which have been filed with the Securities and Exchange
Commission as of the Closing Date. The Company will be, prior to
closing clarifying its By-laws to eliminate the possibility of claims
that it has or which may relate to staggered terms or its board of
directors and to eliminate language relating to staggering terms for
its directors. Except for these issues, said Articles of Incorporation
and By-laws are complete and correct.
4.3 Capitalization.
4.3.1 The authorized and outstanding capital stock of
WindsorTech is set forth in WindsorTech's Annual Report on Form 10-KSB, filed on
March 29, 2004 with the Securities and Exchange Commission and updated on all
subsequent SEC Documents. All shares of capital stock have been duly authorized
and are validly issued, and are fully paid and no assessable, and free of
preemptive rights.
4.3.2 Except pursuant to this Agreement, and as set forth in
WidsorTech 's Annual Report on Form 10-KSB, filed on March 29, 2004 with the
SEC, as of the date hereof and as of the Closing Date, there are not now
outstanding options, warrants, rights to subscribe for, calls or commitments of
any character whatsoever relating to, or securities or rights convertible into
or exchangeable for, shares of any class of capital stock of WindsorTech , or
agreements, understandings or arrangements to which WindsorTech is a party, or
by which WindsorTech is or may be bound, to issue additional shares of its
capital stock or options, warrants, scrip or rights to subscribe for, calls or
commitment of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, any shares of any class of its capital
stock. The Company agrees to inform the Investors in writing of any additional
warrants granted prior to the Closing Date.
4.3.3 The Company on the Closing Date (i) will have full
right, power, and authority to sell, assign, transfer, and deliver, by reason of
record and beneficial ownership, to each Investor, WindsorTech Shares hereunder,
free and clear of all liens, charges, claims, options, pledges, restrictions,
and encumbrances whatsoever; and (ii) upon delivery of and payment by each
Investor of the Purchase Price to the Company, such Investor will acquire good
and marketable title to such Company Stock, free and clear of all liens,
charges, claims, options, pledges, restrictions, and encumbrances whatsoever.
4.4 Authority. WindsortTech has all requisite corporate power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
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contemplated hereby. The execution and delivery of this Agreement by WindsorTech
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action and no other corporate proceedings
on the part of WindsorTech is necessary to authorize this Agreement or to
consummate the transactions contemplated hereby except as disclosed in this
Agreement. This Agreement has been duly executed and delivered by WindsorTech
and constitutes the legal, valid and binding obligation of WindsorTech ,
enforceable against WindsorTech in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium, or other similar
laws affecting the enforcement of creditors' rights generally and general
principles of equity.
4.5 No Conflict; Required Filings and Consents. The execution and delivery of
this Agreement by WindsorTech does not, and the performance by WindsorTech of
their respective obligations hereunder will not: (i) conflict with or violate
the Articles or By-Laws of WindsorTech ; (ii) conflict with, breach or violate
any federal, state, foreign or local law, statute, ordinance, rule, regulation,
order, judgment or decree (collectively, "Laws") in effect as of the date of
this Agreement and applicable to WindsorTech ; or (iii) result in any breach of,
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, give to any other entity any right of
termination, amendment, acceleration or cancellation of, require payment under,
or result in the creation of a lien or encumbrance on any of the properties or
assets of WindsorTech pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which WindsorTech is a party or by WindsorTech or any of its
properties or assets is bound. Excluding from the foregoing are such violations,
conflicts, breaches, defaults, terminations, accelerations, creations of liens,
or incumbency that would not, in the aggregate, have a Material Adverse Effect.
4.6 Report and Financial Statements. WindsorTech 's Annual Report on Form
10-KSB, filed on March 29, 2004 with the Securities and Exchange Commission
contains the audited financial statements of WindsorTech as of December 31, 2003
(the "Financial Statements"). Each of the balance sheets contained in or
incorporated by reference into any such Financial Statements (including the
related notes and schedules thereto) fairly presented the financial position of
WindsorTech as of its date, and each of the statements of income and changes in
stockholders' equity and cash flows or equivalent statements in such Financial
Statements (including any related notes and schedules thereto) fairly presents
and will fairly present the results of operations, changes in stockholders'
equity and changes in cash flows, as the case may be, of WindsorTech for the
periods to which they relate, in each case in accordance with United States
generally accepted accounting principles ("U.S. GAAP") consistently applied
during the periods involved, except in each case as may be noted therein,
subject to normal year-end audit adjustments in the case of unaudited
statements. The books and records of WindsorTech have been, and are being,
maintained in all material respects in accordance with U.S. GAAP and any other
applicable legal and accounting requirements and reflect only actual
transaction.
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4.7 Compliance with Applicable Laws. WindsorTech is not in violation of, or, to
the knowledge of WindsorTech is under investigation with respect to or has been
given notice or has been charged with the violation of any Law of a governmental
agency, except for violations which individually or in the aggregate do not have
a Material Adverse Effect.
4.8 Brokers. Except for S Partners, LLC, no broker, finder or investment banker
is entitled to any brokerage, finder's or other fee or Commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of WindsorTech
4.9 SEC Documents. WindsorTech acknowledges that WindsorTech is a publicly held
company and has made available to the Investors true and complete copies of any
requested SEC Documents. The Company has registered its Common Stock pursuant to
Section 12 of the 1934 Act, and the Common Stock is listed and traded on the OTC
Bulletin Board Market of the National Association of Securities Dealers, Inc.
The Company has received no notice, either oral or written, with respect to the
continued eligibility of the Common Stock for such listing, and the Company has
maintained all requirements for the continuation of such listing. The Company
has not provided to the Investors any information that, according to applicable
law, rule or regulation, should have been disclosed publicly prior to the date
hereof by the Company, but which has not been so disclosed. As of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act, and rules and regulations of the SEC promulgated
thereunder and the SEC Documents did not contain any untrue statement of a
material fact or omit 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 that the Investor has received from
the Company reports with the Securities and Exchange Commission and with the
NASD.
4.10 Litigation. To the knowledge of WindsorTech no litigation, claim, or other
proceeding before any court or governmental agency is pending or threatened
against WindsorTech except: On April 20, 2004, Xxxxx Xxxxxxx, a former employee
and Director of the Company initiated suit against the Company seeking a
determination as to his status as a Director and seeking to review certain
Company records. The Company believes it acted properly in Mr. Loppert's
removal. A vast majority of the Documents sought by Mr. Loppert were in his
exclusive possession until early2004. Further, the Company has on multiple
occasions advised Mr. Loppert that when a proper request (i.e. in the form as
required by Delaware statutes) was received, the Company would make documents
available to Mr. Loppert. Despite repeated correspondence to this effect, Mr.
Loppert failed or refused to do so. The Company does not know why Mr. Loppert is
seeking review of the documents. The Company will vigorously defend the claims
of Mr. Loppert and does not believe the suit will have a material adverse impact
on the Company.
4.11 Exemption from Registration. Subject to the accuracy of the Investors'
representations in Article V, except as required pursuant to the Registration
Rights Agreement, the sale of the
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Units will not require registration under the 1933 Act and/or any applicable
state securities law. When validly converted in accordance with the terms of the
Warrants, the Shares underlying the Warrants will be duly and validly issued,
fully paid, and non-assessable. The Company is issuing the Units in accordance
with and in reliance upon the exemption from securities registration afforded,
inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the
1933, and/or Section 4(2) of the 1933 Act.
4.12 No General Solicitation or Advertising in Regard to this Transaction.
Neither the Company nor any of its Affiliates nor, to the knowledge of the
Company, any Person acting on its or their behalf (i) has conducted or will
conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D as promulgated by the SEC under the 0000 Xxx) or general
advertising with respect to the sale of the Units, or (ii) made any offers or
sales of any security or solicited any offers to buy any security under any
circumstances that would require registration of the Units, under the 1933 Act,
except as required herein.
4.13 No Material Adverse Change. Since December 31, 2003 , no Material Adverse
Effect has occurred or exists with respect to the Company that has not been
disclosed in the SEC Documents. No material supplier has given notice, oral or
written, that it intends to cease or reduce the volume of its business with the
Company from historical levels. Since December 31, 2003 , no event or
circumstance has occurred or exists with respect to the Company or its
businesses, properties, prospects, operations or financial condition, that,
under any applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in writing to the Investors.
4.14 Material Non-Public Information. The Company has not disclosed to the
Investors any material non-public information that (i) if disclosed, would
reasonably be expected to have a material effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation, should have been
disclosed publicly by the Company prior to the date hereof but which has not
been so disclosed.
4.15 Internal Controls And Procedures. The Company maintains books and records
and internal accounting controls which provide reasonable assurance that (i) all
transactions to which the Company or any subsidiary is a party or by which its
properties are bound are executed with management's authorization; (ii) the
recorded accounting of the Company's consolidated assets is compared with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all transactions to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit preparation of the
financial statements of the Company in accordance with U.S. generally accepted
accounting principles.
4.16 Full Disclosure. No representation or warranty made by WindsorTech in this
Agreement and no certificate or document furnished or to be furnished to the
Purchaser pursuant
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to this Agreement contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to make the
statements contained herein or therein not misleading.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
Each Investor, severally and not jointly, as to himself or itself and not as to
any other Investor, represents and warrants to the Company with the Company
that:
5.1 Organization and Standing of the Investor. Where the Investor is a
corporation, such Investor is duly incorporated, validly existing and in good
standing under the laws of the state in which it was formed. The state in which
any offer to purchase shares hereunder was made or accepted by such Investor is
the state shown as such Investor's address. If an entity, the Investor was not
formed for the purpose of investing solely in the Units the subject of this
Agreement.
5.2 Authorization and Power. The Investor has the requisite power and authority
to enter into and perform this Agreement and to purchase the Units being sold to
it hereunder. The execution, delivery and performance of this Agreement by the
Investor and the consummation by the Investor of the transactions contemplated
hereby have been duly authorized by all necessary corporate action where
appropriate. This Agreement and the Registration Rights Agreement have been duly
executed and delivered by the Investor and at the Closing shall constitute valid
and binding obligations of the Investor enforceable against the Investor in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other
equitable principles of general application.
5.3 No Conflicts. The execution, delivery and performance of this Agreement and
the consummation by the Investor of the transactions contemplated hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter documents or bylaws where appropriate or (ii) conflict with, or
constitute a default (or an event which 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 of any agreement, indenture or
instrument to which the Investor is a party, or result in a violation of any
law, rule, or regulation, or any order, judgment or decree of any court or
governmental agency applicable to the Investor or its properties (except for
such conflicts, defaults and violations as would not, individually or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or
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governmental agency in order for it to execute, deliver or perform any of such
Investor's obligations under this Agreement or to purchase the Units in
accordance with the terms hereof, provided that for purposes of the
representation made in this sentence, the Investor is assuming and relying upon
the accuracy of the relevant representations and agreements of the Company
herein.
5.4 Financial Risks. The Investor acknowledges that such Investor is able to
bear the financial risks associated with an investment in the Units and that it
has been given full access to such records of the Company and the subsidiaries
and to the officers of the Company and the subsidiaries as it has deemed
necessary or appropriate to conduct its due diligence investigation. The
Investor is capable of evaluating the risks and merits of an investment in the
Units by virtue of its experience as an investor and its knowledge, experience,
and sophistication in financial and business matters and the Investor is capable
of bearing the entire loss of its investment in the Units.
5.5 Accredited Investor. The Investor is (i) an "accredited investor" as that
term is defined in Rule 501 of Regulation D promulgated under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making investments of the
kind described in this Agreement and the related documents, (iii) able, by
reason of the business and financial experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling agents), to protect its own
interests in connection with the transactions described in this Agreement, and
the related documents, and (iv) able to afford the entire loss of its investment
in the Units.
5.6 Brokers. Except for S Partners, LLC, who shall be paid by the Company, no
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or Commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of the Investors.
5.7 Knowledge of Company. Each Investor and such Investor's advisors, if any,
have been, upon request, furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and
sale of the Units. Each Investor and such Investor's advisors, if any, have been
afforded the opportunity to ask questions of the Company and have received
complete and satisfactory answers to any such inquiries.
5.8 Risk Factors Each Investor understands that such Investor's investment in
the Units involves a high degree of risk. Each Investor understands that no
United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Units.
Each Investors warrants that such Investor is able to bear the complete loss of
such Buyer's investment in the Units.
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 12 OF 24
5.9 Full Disclosure. No representation or warranty made by the Investor in this
Agreement and no certificate or document furnished or to be furnished to
WindsorTech pursuant to this Agreement contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading.
Except as set forth or referred to in this Agreement, Investor does not have any
agreement or understanding with any person relating to acquiring, holding,
voting or disposing of any equity securities of the Company.
5.10 Reimbursement of Due Diligence Expenses. Upon closing, the Company shall
reimburse Investors for expenses incurred in conducting due diligence up to an
aggregate maximum of $10,000. Such reimbursement shall be allocated to Investors
that provide proof of payment of such expenses in a proportional manner. If the
transaction is not closed there shall be no reimbursement of any due diligence
expenses.
ARTICLE VI
COVENANTS OF THE COMPANY
6.1. Registration Rights. The Company shall cause the Registration Rights
Agreement to remain in full force and effect and the Company shall comply in all
material respects with the terms thereof.
6.2. Reservation Of Common Stock. As of the date hereof, the Company has
reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, shares of Common Stock for the purpose of
enabling the Company to issue the shares of Common Stock underlying the
Warrants.
6.3. Listing Of Common Stock. The Company hereby agrees to maintain the listing
of the Common Stock on a publicly trading market. The Company will take all
action to continue the listing and trading of its Common Stock on a publicly
traded market and will comply in all respects with the Company's reporting,
filing and other obligations under the bylaws or rules of the a publicly traded
market.
6.4. Exchange Act Registration. The Company will cause its Common Stock to
continue to be registered under Section 12(b) or (g) of the 1934 Act, will use
its best efforts to comply in all respects with its reporting and filing
obligations under the 1934 Act, and will not take any action or file any
document (whether or not permitted by the 1934 Act or the rules thereunder) to
terminate or suspend such registration or to terminate or suspend its reporting
and filing obligations under the 1934 until the Investors have disposed of all
of their Shares or the shares of Common Stock underlying the Warrants.
6.5. Corporate Existence; Conflicting Agreements. The Company will take all
steps necessary to preserve and continue the corporate existence of the Company.
The Company shall not enter
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 13 OF 24
into any agreement, the terms of which agreement would restrict or impair the
right or ability of the Company to perform any of its obligations under this
Agreement or any of the other agreements attached as exhibits hereto.
6.6 Preferred Stock. On or prior to the Closing Date, the Company will
cause to be cancelled all authorized shares of Preferred Stock of the
Company. For a period of one year from the closing the Company will not
issue any preferred stock.
6.7 Independent Directors. The Company will cause the appointment of at
least one independent director within ninety (90) days. If no such
Director is appointed, the Company shall pay to the Investors, pro
rata, as liquidated damages and not as a penalty, an amount equal to
ten (10%) of the Purchase Price per annum, payable monthly. The parties
agree that the only damages payable for a violation of the terms of
this Agreement with respect to which liquidated damages are expressly
provided shall be such liquidated damages. Nothing shall preclude the
Investor from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement. The parties hereto
agree that the liquidated damages provided for in this Section 6.6
constitute a reasonable estimate of the damages that may be incurred by
the Investor by reason of the failure of the Company to appoint at
least two independent directors in accordance with the provision
hereof.
6.8 Use of Proceeds. The Company will use the proceeds from the sale of the
Units (excluding amounts paid by the Company for legal and
administrative fees in connection with the sale of the Units) for
acquisitions and/or working capital.
6.9 Right of First Refusal. Each Investor shall have the right to participate in
any financing by the company on a pro rata basis at eighty percent (80%) of the
offering price.
6.10 Price Adjustment. If, within the 24 months following the Closing Date, the
Company closes on the sale of a note or notes, shares of Common Stock, or shares
of a new class of Preferred Stock at a price per share of Common Stock, or with
a conversion right to acquire Common Stock at a price per share of Common Stock,
that is less than the Purchase Price (as adjusted to the capitalization per
share as of the Closing Date, following any stock splits, stock dividends, or
the like) (collectively, the "Subsequent Purchase Price"), the Company shall
make a post-Closing adjustment in the Purchase Price so that the effective price
per share paid by the Investors at Closing is reduced to the Subsequent Purchase
Price as applied to the Investors' then current holdings. Within five business
days following the closing of the subsequent sale, the Company shall pay to the
Investors the product of the number of Shares owned by Investors on the date of
the subsequent sale times the difference between the Purchase Price and the
Subsequent Purchase Price. Payment shall be made in cash or issuance of the
notes, Preferred
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 14 OF 24
Stock, Common Stock, unit offering or whichever financing is causing the
triggering of this provision, at the option of each individual Investor.
6.11 Insider Selling. The earliest any "insiders" can start selling their
shares shall be one year from closing. Except that any "insider" may
dispose of shares provided the stock price at the time of dispositions
at least: $3.40 per share for disposition of up to 100,000 shares per
"insider" and thereafter said stock price is at least at $4.80 per
share for disposition of up to 100,000 shares per "insider". There
shall be no further "lock-up" on any insider dispositions if the stock
price shall at any time reach $6.00 per share
ARTICLE VII
COVENANTS OF THE INVESTORS
7.1 Compliance with Law. The Investor's trading activities with respect to
shares of the Company's Common Stock will be in compliance with all applicable
state and federal securities laws, rules and regulations and rules and
regulations of any public market on which the Company's Common Stock is listed.
7.2 Transfer Restrictions. The Investor's acknowledge that (1) the Shares,
Warrants and shares underlying the Warrants have not been registered under the
provisions of the 1933 Act, and may not be transferred unless (A) subsequently
registered thereunder or (B) the Investor's shall have delivered to the Company
an opinion of counsel, reasonably satisfactory in form, scope and substance to
the Company, to the effect that the Shares, Warrants and shares underlying the
Warrants to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; and (2) any sale of the Shares, Warrants and
shares underlying the Warrants made in reliance on Rule 144 promulgated under
the 1933 Act may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such Securities under
circumstances in which the seller, or the person through whom the sale is made,
may be deemed to be an underwriter, as that term is used in the 1933 Act, may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder.
7.3 Restrictive Legend. The Investor's acknowledge and agree that the Shares,
and, until such time as the Shares have been registered under the 1933 Act and
sold in accordance with an effective Registration Statement, certificates and
other instruments representing any of the Shares shall bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer of any such Securities):
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 15 OF 24
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT."
7.4 Patriot Act. WindsorTech and Investor certify that they have not
been designated, and are owned or controlled, by a "suspected terrorist" as
defined in Executive Order 13224. The parties seek to comply with all applicable
laws concerning money laundering and related activities. In furtherance of those
efforts, the parties hereby represent, warrant and agree that: (i) none of the
cash or property that WindsorTech will use to purchase the Shares or has been or
shall be derived from, or related to, any activity that is deemed criminal under
United States law; (ii) no disbursement by WindsorTech to the Investor, to the
extent within WindsorTech's control, shall cause any party to be in violation of
the United States Bank Secrecy Act, the United States International Money
Laundering Control Act of 1986 or the United States International Money
Laundering Abatement and Anti-Terrorist Financing Act of 2001; (iii) Investor
has complied with the United States Bank Secrecy Act, the United States
International Money Laundering Control Act of 1986 and/or the United States
International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001 and Seller's business is not derived from, or related to, any activity that
is deemed criminal under United States law. WindsorTech shall promptly notify
the Company if any of these representations ceases to be true and accurate
regarding WindsorTech. WindsorTech agrees to provide the Company any additional
information regarding WindsorTech that the Company deems necessary or convenient
to ensure compliance with all applicable laws concerning money laundering and
similar activities. The parties understand and agree that if at any time it is
discovered that any of the foregoing representations are incorrect, or if
otherwise required by applicable law or regulation related to money laundering
similar activities, the parties may undertake appropriate actions to ensure
compliance with applicable law or regulation. The Parties understand that either
may release information about the other and, if applicable, any underlying
beneficial owners, to proper authorities, in their its sole discretion, they
determine that it is in the best interests in light of relevant rules and
regulations under the laws set forth in this section.
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 16 OF 24
ARTICLE VIII
CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS
The obligation of the Company to consummate the transactions
contemplated hereby shall be subject to the fulfillment, on or prior to Closing
Date, of the following conditions:
8.1 No Termination. This Agreement shall not have been terminated pursuant to
Article X hereof.
8.2 Representations True and Correct. The representations and warranties of the
Investors contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on as of the Closing Date.
8.3 Compliance with Covenants. The Investors shall have performed and complied
in all material respects with all covenants, agreements, and conditions required
by this Agreement to be performed or complied by it prior to or at the Closing
Date.
8.4 No Adverse Proceedings. On the Closing Date, no action or proceeding shall
be pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation
of this Agreement or the transactions contemplated hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.
ARTICLE IX
CONDITIONS PRECEDENT TO INVESTOR'S OBLIGATIONS
The obligation of the Investors to consummate the transactions
contemplated hereby shall be subject to the fulfillment, on or prior to Closing
Date unless specified otherwise, of the following conditions:
9.1 No Termination. This Agreement shall not have been terminated pursuant to
Article X hereof.
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
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9.2 Representations True and Correct. To the best of WindsorTech's knowledge,
the representations and warranties of WindsorTech contained in this Agreement
shall be true and correct in all material respects on and as of the Closing Date
with the same force and effect as if made on as of the Closing Date.
9.1 Compliance with Covenants . WindsorTech shall have performed and complied in
all material respects with all covenants, agreements, and conditions required by
this Agreement to be performed or complied by it prior to or at the Closing
Date.
9.4 No Adverse Proceedings. On the Closing Date, no action or proceeding shall
be pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation
of this Agreement or the transactions contemplated hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.
ARTICLE X
TERMINATION, AMENDMENT AND WAIVER
10.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time:
10.1.1 by mutual written consent of the Investors and the Company;
10.1.2 by the Company upon a material breach of any representation,
warranty, covenant or agreement on the part of the Investor set forth in this
Agreement, or the Investor upon a material breach of any representation,
warranty, covenant or agreement on the part of WindsorTech set forth in this
Agreement, or if any representation or warranty of WindsorTech or the Investor,
respectively, shall have become untrue, in either case such that any of the
conditions set forth in Article VIII or Article IX hereof would not be satisfied
(a "Terminating Breach"), and such breach shall, if capable of cure, not have
been cured within five (5) days after receipt by the party in breach of a notice
from the non-breaching party setting forth in detail the nature of such breach;
10.1.3 by either party prior to closing, if the Closing Date is after
May 28, 2004.
10.2 Effect of Termination. In the event of the termination of this Agreement
pursuant to Paragraph 10.1 hereof, there shall be no liability on the party of
WindsorTech or the Investors or any of their respective officers, directors,
agents or other representatives and all rights and obligations of any party
hereto shall cease.
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 18 OF 24
10.3 Amendment. This Agreement may be amended by the parties hereto any time
prior to the Closing Date by an instrument in writing signed by the parties
hereto.
10.3 Intentionally Omitted
ARTICLE XI
GENERAL PROVISIONS
11.1 Transaction Costs. Except as otherwise provided herein, each of the parties
shall pay all of his or its costs and expenses (including attorney fees and
other legal costs and expenses and accountants' fees and other accounting costs
and expenses) incurred by that party in connection with this Agreement.
11.2 Indemnification. Each Investor, severally and not jointly agrees to defend
and hold the Company (following the Closing Date) and its officers and directors
harmless against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities or damages, including interest, penalties and
reasonable attorney's fees, that it shall incur or suffer, which arise out of,
result from or relate to any breach of this Agreement by such Investor or
failure by such Investors to perform with respect to any of its representations,
warranties or covenants contained in this Agreement or in any exhibit or other
instrument furnished or to be furnished under this Agreement. The Company agrees
to defend and hold the Investor harmless against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities or damages,
including interest, penalties and reasonable attorney's fees, that it shall
incur or suffer, which arise out of, result from or relate to any breach of this
Agreement or failure by the Company to perform with respect to any of its
representations, warranties or covenants contained in this Agreement or in any
exhibit or other instrument furnished or to be furnished under this Agreement.
11.3 Headings. The table of contents and headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.4 Entire Agreement. This Agreement (together with the Schedule, Exhibits,
Warrants and documents referred to herein) constitute the entire agreement of
the parties and supersede all prior agreements and undertakings, both written
and oral, between the parties, or any of them, with respect to the subject
matter hereof.
11.5 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given (i) on the date they are delivered if
delivered in person; (ii) on the
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 19 OF 24
date initially received if delivered by facsimile transmission followed by
registered or certified mail confirmation or overnight courier service; (iii) on
the date delivered by an overnight courier service; or (iv) on the third
business day after it is mailed by registered or certified mail, return receipt
requested with postage and other fees prepaid as follows:
If to WindsorTech, Inc.: WindsorTech, Inc.
00 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
With a copy to: Burger, Trailor & Xxxxxx, P.A.
-------------- 0000 Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
If to the Investors:
-------------------
To the address listed on Schedule A herein or to the address provided
to the Company by an Investor.
11.6 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any such term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the transactions contemplated hereby are fulfilled to the extent
possible.
11.7 Binding Effect. All the terms and provisions of this Agreement whether so
expressed or not, shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 20 OF 24
11.8 Preparation of Agreement. This Agreement shall not be construed more
strongly against any party regardless of who is responsible for its preparation.
The parties acknowledge each contributed and is equally responsible for its
preparation.
11.9 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida , without giving effect to
applicable principles of conflicts of law.
11.10 Jurisdiction. This Agreement shall be exclusively governed by and
construed in accordance with the laws of the State of Florida . If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim or counterclaim, the parties agree that in any such action, and on all
issues, the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State Courts of Florida
.. In the event suit or action is brought by any party under this Agreement to
enforce any of its terms, or in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorneys fees to be fixed by
the arbitrator, trial court, and/or appellate court.
11.11 Preparation and Filing of Securities and Exchange Commission filings. Each
Investor shall reasonably assist and cooperate with the Company in the
preparation of all filings with the SEC after the Closing Date due after the
Closing Date.
11.12 Further Assurances, Cooperation. Each party shall, upon reasonable request
by the other party, execute and deliver any additional documents necessary or
desirable to complete the transactions herein pursuant to and in the manner
contemplated by this Agreement. The parties hereto agree to cooperate and use
their respective best efforts to consummate the transactions contemplated by
this Agreement.
11.13 Survival The representations, warranties, covenants and agreements made
herein shall survive the Closing of the transaction contemplated hereby.
11.14 Third Parties Except as disclosed in this Agreement, nothing in this
Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any persons other than the
parties hereto and their respective administrators, executors, legal
representatives, heirs, successors and assignees. Nothing in this Agreement is
intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement, nor shall any provision give any third
persons any right of subrogation or action over or against any party to this
Agreement.
11.15 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay
on the part of any party hereto in the exercise of any right hereunder shall
impair such right or be construed to be a waiver of, or acquiescence in, any
breach of any representation, warranty, covenant or agreement herein, nor shall
nay single or partial exercise of any such right preclude
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 21 OF 24
other or further exercise thereof or of any other right. All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.
11.16 Counterparts. This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. A facsimile transmission of this
signed Agreement shall be legal and binding on all parties hereto.
[SIGNATURES ON FOLLOWING PAGE]
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 22 OF 24
IN WITNESS WHEREOF, the Investors and the Company have as of the date
first written above executed this Agreement.
WindsorTech, Inc.
-------------------------
By:
----------------------
Title:
-------------------
INVESTORS
-------------------------------
Xxxxxx Xxxxxx Xxxxxx
President, General Partner of
Xxxxxx Partners LP
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx XX 00000
------------------------------------ ---------------------------------------
Print Name: Print Name:
Entity (if appropriate): Entity (if appropriate):
------------ ---------------
------------------------------------ ---------------------------------------
Title: (if appropriate): Title: (if appropriate):
------------ ---------------
------------------------------------ ---------------------------------------
Print Name: Print Name:
Entity (if appropriate): Entity (if appropriate):
------------ ---------------
------------------------------------ ---------------------------------------
Title: (if appropriate): Title: (if appropriate):
------------ ---------------
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 23 OF 24
Schedule A
----------
NAME AND ADDRESS AMOUNT OF NUMBER OF SHARES OF NUMBER OF WARRANTS
INVESTMENT COMMON STOCK
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 24 OF 24
Exhibit A
---------
Form of Warrant
---------------
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 25 OF 24
Exhibit B
---------
Registration Rights Agreement
-----------------------------
STOCK PURCHASE AGREEMENT BETWEEN
WindsorTech, Inc. AND CERTAIN INVESTORS
PAGE 26 OF 24
