STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated June 21, 2002, by and among Bogen
Communications International, Inc., a Delaware corporation (the "Company")
having a business address at 00 Xxxxxx Xx., Xxxxxx, Xxx Xxxxxx 00000 and York
Select Unit Trust, York Investment Limited, York Capital Management, L.P.,
Lyxor/York Fund Limited and Rossburn (International) Co-Tenancy (the "Sellers").
The Company and the Sellers, each in consideration that the others join
herein, hereby act and agree as follows:
1. Purchase and Sale of Common Stock. Upon the terms and conditions set
forth below, each Seller hereby sells and transfers to the Company, and the
Company hereby purchases from such Seller, the number of shares (the "Shares")
of common stock, par value $0.001 per share, of the Company (the "Common Stock")
set opposite such Seller's name in Exhibit A hereto.
2. Purchase Price. The purchase price for the Shares to be purchased by
the Company from each Seller hereunder shall be $4.00 per share, or a total of
$3,887,804 for all of the Shares held by the Sellers.
3. Delivery. Each Seller delivers herewith to the Company, and the
Company hereby acknowledges receipt of, the certificate(s) representing such
Seller's Shares duly endorsed in blank for transfer (or accompanied by stock
transfer powers duly executed in blank) with signature guaranteed by a national
banking association or member firm of a national securities exchange.
4. Payment of the Purchase Price. The Company herewith delivers to each
Seller, and such Seller hereby acknowledges receipt of, a Company check in an
amount equal to the total purchase price for all of such Seller's Shares as
provided in paragraph 2 of this Agreement.
5. Representations and Warranties by Sellers. As a material inducement
to the Company entering into this Agreement, each Seller hereby represents,
warrants and agrees (a) that such Seller has good and marketable title to the
Shares sold and transferred by such Seller to the Company hereunder, free and
clear of all restrictions, encumbrances, lien, rights, title or interest of
others; (b) that such Seller owns no other shares of the capital stock of the
Company, or interests therein, or securities convertible into any such Shares,
nor any warrants, options or other rights to purchase or otherwise to acquire
any such Shares or securities; and (c) that such Seller is fully familiar with
the financial condition, business, affairs and prospects of the Company,
including, without limitation, the expected tender offer by the Company for up
to 2,500,000 shares of Common Stock at a price of $4.00 per share, has made all
such investigation thereof as such Seller deems appropriate and is desirous of
no further information in regard thereto.
6. Survival. The representations, warranties and agreements of the
Sellers in paragraph 5 shall survive the consummation of this Agreement.
7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8. Governing Law. This Agreement shall be construed, interpreted and
the rights of the parties determined in accordance with the laws of the State of
Delaware.
EXECUTED on the date set forth at the outset of this Agreement.
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
By: __________________________
Xxxxxxxx Xxxx
Chief Executive Officer
YORK SELECT UNIT TRUST
By: York Select Offshore Holdings, LLC,
its Investment Manager
By: ___________________________
Xxxxx X. Xxxxx
Senior Managing Member
YORK INVESTMENT LIMITED
By: York Offshore Holdings, Limited,
its Investment Manager
By: ___________________________
Xxxxx X. Xxxxx
Director
YORK CAPITAL MANAGEMENT, L.P.
By: Dinan Management, L.L.C.,
its General Partner
By: ___________________________
Xxxxx X. Xxxxx
Senior Managing Member
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LYXOR/YORK FUND LIMITED
By: JGD Management Corp,
its Investment Manager
By: ___________________________
Xxxxx X. Xxxxx
President
ROSSBURN (INTERNATIONAL) CO-TENANCY
By: JGD Management Corp,
its Investment Manager
By: ___________________________
Xxxxx X. Xxxxx
President
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EXHIBIT A
Name Number of Shares
---- ----------------
York Select Unit Trust 16,492
York Investment Limited 592,612
York Capital Management, L.P. 344,015
Lyxor/York Fund Limited 4,332
Rossburn (International) Co-Tenancy 14,500
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