EXHIBIT 99.3
PURCHASE AGREEMENT
THIS AGREEMENT (as the same may be amended or supplemented from time to
time, this "Agreement") made and entered into as of June 28, 2000 by and between
Computone Corporation, a Delaware corporation (the "Company"), and LC Capital
Partners, LP, a Delaware limited partnership (the "Purchaser").
WHEREAS, the Company wishes to issue and the Purchaser wishes to purchase
(i) an 11% Promissory Note in the aggregate amount of $2,500,000, due the
earlier of (a) December 28, 2001 or (b) the occurrence of an Event of Default as
defined in the Promissory Note bearing even date herewith executed by the
Company in favor of the Purchaser (as the same may be amended or supplemented
from time to time, the "Note") and (ii) a warrant to purchase common stock of
the Company, $.01 par value, exercisable until June 28, 2003 at $3.25 per share
of common stock bearing even date herewith executed by the Company in favor of
the Purchaser, (as the same may be amended or supplemented from time to time,
the "Warrant") (the Note and the Warrant being collectively referred to herein
as the "Securities").
NOW, THEREFORE, in consideration of the agreements and obligations herein
contained, the Purchaser and the Company hereby agree as follows:
1. Purchase and Sale of the Securities. Subject to the terms and conditions
set forth in this Agreement, the Company agrees to sell to the Purchaser, and
the Purchaser agrees to purchase from the Company, the Securities for a purchase
price of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000).
2. The Closing. The closing (the "Closing") of the purchase and sale of the
Securities shall take place at the offices of Duane, Morris & Heckscher LLP,
0000 Xxx Xxxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000 on June 28, 2000 or on such other
date as the Company and the Purchaser shall agree. At the Closing, the Purchaser
shall deliver to the Company payment for the Securities (being purchased in
immediately available funds) and the Company shall deliver the Note, the Warrant
and the Guaranty to the Purchaser.
3. Security. As collateral (the "Collateral") for all amounts now or
hereafter owing by the Company to the Purchaser under or pursuant to the Note,
the Warrant and this Agreement (the "Obligations") the Company hereby grants to
the Purchaser a lien on and security interest (the "Security Interest") in and
to all tangible and intangible personal property of the Company, whether now
owned or hereafter acquired or arising and wherever located, including but not
limited to:
(a) all accounts, accounts receivable, rights under contracts, chattel
paper, instruments and all obligations due the Company for goods sold or to be
sold, consigned or leased or to be leased, or services rendered or to be
rendered;
(b) all inventory, whether raw materials, work-in-process, finished
goods, parts or supplies or otherwise; all goods, merchandise and other property
held for sale or
lease or to be furnished under any contract of service; all documents of title
covering any goods which are or are to become inventory and any such goods which
are leased or consigned to others and all returned, reclaimed or repossessed
goods sold, consigned, leased or otherwise furnished by the Company to others
("Inventory");
(c) all leases and rental agreements for personal property between the
Company as lessor (whether by origination or derivation) and any and all persons
or parties as lessee(s), and all rentals, purchase option amounts, and other
sums due thereunder; and all inventory, equipment, goods and property subject to
such leases and rental agreements and all accessions, parts and tools attached
thereto or used therewith and all of the Company's residual or reversionary
rights therein;
(d) all machinery, equipment, furniture, fixtures, tools, motor
vehicles, and all accessories, parts and equipment now or hereafter attached
thereto or used in connection therewith, whether or not the same shall be deemed
affixed to real property, and all other tangible personal property
("Equipment");
(e) all general intangibles, which term shall have the meaning given to
it in the Uniform Commercial Code and shall also include but not be limited to
all tax refunds, patents, trademarks, service marks, tradenames, copyrights,
domain names, trade secrets, know how, inventions, and other intellectual
property and proprietary rights (the "Intellectual Property"), the rights to xxx
or otherwise recover for any misappropriation of the Intellectual Property, and
all income, royalties, damages and other payments due with respect thereto;
(f) all additions, replacements, attachments, accretions, accessions,
components and substitutions to or for any Inventory or Equipment;
(g) all investment property of the Company, including without
limitation, monies, securities (including, but not limited to, all securities
issued by each subsidiary of the Company), instruments, chattel paper and
documents, which at any time the Purchaser shall have or have the right to have
in its possession and, independent of and in addition to the Purchaser's rights
of setoff (which the Company acknowledges), the balance of any account or any
amount which may be owing from time to time by the Purchaser to the Company;
(h) all books and records evidencing or relating to the foregoing,
including, without limitation, billing records of every kind and description,
customer lists, data storage and processing media, software and related
material, including computer programs, computer tapes, cards, disks and
printouts, and including any of the foregoing which are in the possession of any
affiliate or any computer service bureau; and
(i) all proceeds, which term shall have the meaning given to it in the
Uniform Commercial Code and shall also include but not be limited to, whatever
is received upon the use, lease, sale, exchange, collection or other utilization
or any disposition of any of the collateral described in paragraphs (a) through
(h) above, whether cash or noncash, and including without limitation, rental or
lease payments, accounts, chattel paper, instruments, documents, contract
rights, general intangibles, equipment, inventory and insurance proceeds; and
all such proceeds of the foregoing.
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4. Representations and Warranties of the Company. As of the Closing, the
Company represents and warrants to the Purchaser that:
(a) the Company 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 execute and deliver this Agreement, the Note
and the Warrant (collectively, the "Documents") and to perform its obligations
thereunder;
(b) the Documents and the transactions contemplated therein have been
duly approved by all necessary corporate action on the part of the Company. The
Documents, when executed and delivered by the Company and assuming the due
execution of this Agreement by the Purchaser, will constitute the valid, legal
and binding agreements of the Company enforceable in accordance with their
respective terms, subject to bankruptcy, insolvency, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors'
rights and to general principles of equity. Neither the execution nor the
delivery of the Documents, nor the consummation of the transactions contemplated
therein, nor compliance with nor fulfillment of their respective terms and
provisions, will (i) conflict with or result in a breach of the terms,
conditions or provisions of or constitute a default under the Certificate of
Incorporation or Bylaws of the Company, any instrument, agreement, mortgage,
judgment, order, award, decree or other restriction to which the Company is a
party or any federal, state or other applicable law, (ii) give any party to or
with rights under any such instrument, agreement, mortgage, judgment, order,
award, decree or other restriction the right to terminate, modify or otherwise
change the rights or obligations of the Company under such instrument,
agreement, mortgage, judgement, order, award, decree or other restriction, (iii)
require the approval, consent or authorization of or any filing with or
notification to any federal, state or local court, governmental entity, except
such conflicts, breaches, defaults, rights or approvals which, individually or
in the aggregate, do not have an adverse effect on the Company, or (iv) result
in the creation of any lien (other than the Security Interest); or, in the case
of the Loan and Security Agreement between the Company and Emergent Business
Capital Asset Based Lending, Inc. ("Emergent") for which the Company has
obtained an appropriate consent;
(c) the Company has reserved the appropriate number of shares of common
stock initially issuable upon exercise of the Warrant;
(d) the Warrant shares, when issued upon exercise of the Warrant and
payment therefor, as provided in the Warrant, will be legally and validly
issued, fully paid and nonassessable;
(e) the Company shall apply the net proceeds from the sale of the
Securities to pay both the cash portion of the merger consideration contemplated
by the Agreement and Plan of Merger (the "Merger Agreement") among the Company,
New Computone Corporation, Multi-User Solutions, Ltd. and Xxxxxx X. Xxxxxxxx and
Xxxx X. Xxxxxxx, Xx. dated April 12, 2000 and all amounts owing to Avnet Inc.,
successor by merger to Xxxxxxxx Industries, pursuant to a certain promissory
note dated March 8, 1999 by and between Xxxxxxxx Industries and the Company; and
the Company shall apply the balance of the proceeds for working capital
purposes;
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(f) the Security Interest is valid, binding and enforceable, and upon
the filing of financing statements in the appropriate governmental offices in
Forsyth County, Georgia and Xxxxxx County Georgia, will create a valid perfected
first priority security interest in the personal property of the Company
described herein as Collateral for the Obligations subject only to the prior
security interest of Emergent (the "Emergent Lien");
(g) the Company's Annual Report on Form 10-KSB for the fiscal year ended
April 2, 1999 and its Quarterly Reports on Form 10-QSB for the quarters ended
June 30, 1999, September 30, 1999 and December 31, 1999 as filed by the Company
with the Securities and Exchange Commission (the "SEC"): (i) have been timely
filed, (ii) complied as to form with the applicable requirements of the rules
and regulations of the SEC, (iii) did not contain any untrue statement of a
material fact, or omit to state any material fact, required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and (iv) each of the balance sheets in such
filings, including the related notes and schedules thereto, fairly presents the
financial position of the Company as of its date and each of the statements of
operations, changes in stockholders' equity and cash flows in such filings,
including the related notes and schedules thereto, fairly presents the results
of operations, changes in stockholders' equity and changes in cash flow, as the
case may be, of the Company for the periods involved, in each case in accordance
with generally accepted accounting principles consistently applied during the
periods involved, except in each case as noted therein, and subject to normal
year-end audit adjustments in the case of unaudited statements.
(h) the Company has filed all applicable federal, state, local and
foreign tax returns required to be filed to date, in accordance with the
provisions of law pertaining thereto, and has paid all taxes, interest,
penalties and assessments required to have been paid to date, unless the Company
is contesting the payment of such taxes in good faith and an appropriate reserve
with respect thereto has been established in the Company's financial statements
except where the failure to pay or reserve for such taxes, interest, penalties
and assessments could not reasonably be expected to have a material adverse
effect, and the Company has not been advised that any of its returns, federal,
state, local or foreign, have been or are being audited as of the date hereof;
(i) since December 31, 1999, except as disclosed in the Company's
Private Placement Memorandum dated April 28, 2000:
(i) there has not been any material adverse change in the
properties, prospects, operations, financial condition or business of the
Company other than the continuation of the Company's operating losses;
(ii) the Company has not taken any action outside of the ordinary
and usual course of business, except as related to the transactions contemplated
hereby and by the Merger Agreement; and
(iii) the Company has paid all of its material debts and monetary
obligations as they have become due and payable excluding trade accounts
payable;
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(j) the provisions of each employee benefit plan (the "Plan") as defined
in Section 3(3) of the federal Employee Retirement Income Security Act of 1974
("ERISA") maintained by the Company comply with all applicable requirements of
ERISA and of the Internal Revenue Code of 1986, as amended (the "Code"), and
with all applicable rulings and regulations issued under the provisions of ERISA
and the Code setting forth those requirements; no reportable event, as defined
in Section 4043 of ERISA, has occurred with respect to any Plan; no Plan to
which Section 4021 of ERISA applies has been terminated; no Plan has incurred
any liability to the Pension Benefit Guaranty Corporation as provided in
Sections 4062, 4063 and 4064 of ERISA; no Plan has been involved in any
prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Code and there are no unfunded liabilities with respect to any Plan
which are not disclosed in the Company's financial statements;
(k) the Company does not own any real property; each of the leases to
which the Company is a party is in full force and effect and constitutes a
legal, valid and binding obligation of the Company; the Company is not in
default in any material respect under any such lease nor has any event occurred
which with the passage of time or giving of notice would constitute such a
default nor will the Company take any action or fail to take required action
between the date hereof and the Closing Date which would permit any such default
or event to occur; and none of such leases requires the consent of any party
thereto in order to undertake or consummate the transactions contemplated by
this Agreement, except such as have been obtained;
(l) there are no pending or, to the best knowledge of the Company,
threatened suits, legal proceedings, claims or governmental investigations
against or with respect to the Company or its respective directors or officers,
or the properties or assets of the Company; and
(m) the Company does not have any subsidiaries other than New Computone
Corporation.
5. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company as follows:
(a) General:
(i) The Purchaser has all requisite authority to enter into this
Agreement and to perform all of the obligations required to be performed by it
hereunder; and
(ii) Neither the Company nor any person acting on behalf of the
Company has offered or sold the Securities to the Purchaser by means of any form
of general solicitation or general advertising.
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(b) Information Concerning the Company:
(i) The Purchaser is familiar with the business and financial
condition, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material
information concerning the condition, properties, operations and prospects of
the Company. The Purchaser and its advisors (if any) have had an opportunity to
ask questions of, and to receive information from, the Company and persons
acting on its behalf concerning the terms and conditions of the Purchaser's
investment in the Securities, and to obtain any additional information necessary
to verify the accuracy of the information and data received by the Purchaser.
(iii) The Purchaser has made, either alone or together with its
advisors (if any), such independent investigation of the Company, its
management, and related matters as the Purchaser deems to be, or the Purchaser's
advisors (if any) have advised to be, necessary or advisable in connection with
this investment; and the Purchaser and its advisors (if any) have received all
information and data which the Purchaser and its advisors (if any) believe to be
necessary in order to reach an informed decision as to the advisability of
investing in the Securities.
(iv) The Purchaser understands that all of the Purchaser's
representations and warranties contained in this Agreement will be deemed to
have been reaffirmed and confirmed as of the Closing.
(v) The Purchaser understands that the purchase of the Securities
involves various risks, including the risk that it is unlikely that any market
will exist for any resale of the Note or the Warrant and that resale of the
Note, the Warrant and the Warrant shares will be restricted as herein provided.
(c) Status of Purchaser:
(i) The Purchaser is an "accredited investor" within the meaning of
SEC Rule 501 of Regulation D, as presently in effect, and the Purchaser either
alone or with the Purchaser's advisors (if any) has such knowledge, skill and
experience in business, financial and investment matters as to be capable of
evaluating the merits and risks of an investment in the Securities. To the
extent that the Purchaser has deemed it appropriate to do so, the Purchaser has
retained at the Purchaser's own expense, and relied upon, appropriate
professional advice regarding the investment, tax and legal merits and
consequences of this Agreement and owning the Note, the Warrant and Warrant
shares, as the case may be.
(d) Restrictions on Transfer or Sale
(i) The Purchaser is acquiring the Securities and any shares of the
Company's common stock purchased upon exercise of the Warrant solely for its own
account, for investment purposes, and not with a view to, or for resale in
connection with, any distribution of the Note, the Warrant or such shares of the
Company's common stock. The
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Purchaser understands that neither the Note, the Warrant nor such underlying
common stock have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any state (collectively
referred to as "State Securities Laws") by reason of specific exemptions under
the provisions thereof which depend in part upon the investment intent of the
Purchaser and of the other representations made by the Purchaser in this
Agreement. The Purchaser understands that the Company is relying upon the
representations and agreements contained in this Agreement (and any supplemental
information) for the purpose of determining whether this transaction meets the
requirements for such exemptions.
(ii) The Purchaser understands that the Note, the Warrant and such
underlying common stock are "restricted securities" under applicable federal
securities laws and that the Securities Act and the rules of the SEC provide in
substance that the Purchaser may dispose of such Securities or any of them only
pursuant to an effective registration statement under the Securities Act or an
exemption therefrom, and understands that the Company has no obligations or
intentions to register any of such securities thereunder, or to take any other
action so as to permit sales pursuant to the Securities Act, except as set forth
in the Warrant. Accordingly, the Purchaser understands that under the SEC's
rules, unless disposed of pursuant to an effective registration statement under
the Securities Act, the Purchaser may dispose of the Note, the Warrant and the
underlying common stock only in accordance with the provisions of Rule 144 under
the Securities Act, to the extent available, or in "private placements" which
are exempt from registration under the Securities Act, in which event the
transferee will acquire "restricted securities" subject to the same limitations
as in the hands of the Purchaser. As a consequence, absent such an effective
registration statement under the Securities Act, the Purchaser understands that
it may be required to bear the economic risks of the investment in the
Securities (and the underlying common stock) for an indefinite period of time.
(iii) The Purchaser agrees that (a) it will not sell, assign,
pledge, give, transfer, or otherwise dispose of the Note, the Warrant or such
underlying common stock or any interest in any thereof or therein, or make any
offer or attempt to do any of the foregoing, except pursuant to registration of
such Securities under the Securities Act and any applicable State Securities
Laws or in a transaction which, in the opinion of counsel for the Purchaser
satisfactory to the Company (which requirement may be waived by the Company upon
advice of counsel), is exempt from the registration provisions of the Securities
Act and any applicable State Securities Laws; (b) the Note, the Warrant and any
certificate(s) representing shares of common stock issued upon exercise of the
Warrant may bear a legend making reference to the foregoing restrictions; and
(c) the Company and any transfer agent for shares of its common stock shall not
be required to give effect to any purported transfer of any of such Securities
except upon compliance with the foregoing restrictions.
6. Conditions Precedent to Closing by the Purchaser. The obligations of the
Purchaser to purchase the Securities and to consummate the transactions
contemplated herein at the Closing are subject to the following conditions
precedent:
(a) the Purchaser shall have received a duly executed Note, Guaranty and
Warrant;
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(b) the Company shall have performed all agreements contemplated by the
Documents to be performed at or before the Closing, and the representations and
warranties of the Company in this Agreement shall be true and correct on and as
of the Closing in all respects with the same effect as though such
representations and warranties had been made on and as of the Closing;
(c) the representations and warranties of the Guarantor in the Guaranty
shall be true and correct on and as of the Closing in all respects with the same
effect as though such representations and warranties had been made on and as of
the Closing;
(d) the taking of all actions required to perfect the security interest
in all Collateral granted herein shall have been completed including, but not
limited to, (i) the filing of all necessary UCC-1 financing statements, (ii) the
physical delivery of all securities of each subsidiary of the Company to the
Purchaser and (iii) with respect to any Intellectual Property, which is
registered or pending registration, the recording of this Agreement or other
appropriate documentation with the United States Patent and Trademark Office and
the United States Copyright Office where applicable to create a valid and
perfected security interest;
(e) simultaneously with the Closing under this Agreement the Company
shall have received proceeds of not less than $4.0 million from the private
placement of its common stock;
(f) the Purchaser shall have received an opinion of Duane, Morris &
Heckscher LLP, legal counsel to the Company dated the Closing date in a form as
set forth in Exhibit A hereto;
(g) the Purchaser's expenses, including legal fees in connection with
the consummation of the transactions contemplated by the Documents, shall have
been paid by the Company;
(h) the Purchaser shall have received:
(i) certified copies of resolutions of the Board of Directors of the
Company respecting this Agreement, the Note and the Warrant and the transactions
contemplated hereby and thereby;
(ii) certified copies of the Company's organizational documents; and
(iii) a good standing certificate of the Company dated as of a date
not 15 days prior to the Closing date; and
(i) the Purchaser shall have received a certificate signed by the
President of the Company certifying as to the Company's compliance with all of
the foregoing conditions precedent at Closing.
7. Conditions Precedent to Closing by the Company. The obligations of the
Company to sell and deliver such Securities are subject to the satisfaction at
or prior to the Closing of the condition precedent that the representations and
warranties of the Purchaser contained in Section 5 hereof shall be true and
correct on and as of the Closing in all respects with the same effect as though
representations and warranties had been made on and as of the Closing.
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8. Covenants of the Company. The Company covenants and agrees with the
Purchaser that:
(a) the Company will cooperate and join, at its expense, with the
Purchaser in taking such steps as are necessary, in the Purchaser's judgment, to
perfect or continue the perfected first priority, subject to the Emergent Lien,
status of the Security Interest in all Collateral granted hereunder, including,
without limitation, the execution and delivery of any financing statements,
amendments thereto and continuation statements, the delivery of chattel paper,
documents, instruments or securities (including, but not limited to, all
securities issued by each subsidiary of the Company) to the Purchaser, the
obtaining of landlords' and mortgagees' waivers required by the Purchaser, the
notation of encumbrances in favor of the Purchaser on certificates of title, and
the execution and filing of any collateral assignments and any other instruments
requested by the Purchaser to perfect its security interest in any and all of
the Company's Intellectual Property and other general intangibles. The Purchaser
is expressly authorized to file financing statements without the Company's
signature;
(b) the Company will reserve and have available for issuance upon
exercise of the Warrant at all times in accordance with its terms sufficient
shares of Common Stock and such other or additional securities as may be subject
to purchase upon the exercise of the Warrant;
(c) the Company shall not permit to exist, at any time, any lien upon
its property or assets of any character, whether now owned or hereinafter
acquired, or upon any income or profits therefrom, other than the lien created
under this Agreement and the Emergent Lien except:
(i) encumbrances in favor of the Purchaser;
(ii) encumbrances for taxes, assessments and other governmental
charges incurred in the ordinary course of business which are not yet due and
payable;
(iii) pledges or deposits made in the ordinary course of business to
secure payment of workmen's compensation or to participate in any fund in
connection with workmen's compensation, unemployment insurance or other social
security obligations;
(iv) good faith pledges or deposits made in the ordinary course of
business to secure performance of tenders, contracts (other than for the
repayment of indebtedness) or leases or to secure statutory obligations or
surety, appeal, indemnity, performance or other similar bonds required in the
ordinary course of business;
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(v) liens of mechanics, materialmen, warehousemen, carriers or other
similar liens securing obligations incurred in the ordinary course of business
that are not yet due and payable; and
(vi) a security interest of Xxxxxxxx Industries, Inc. ("Xxxxxxxx")
securing approximately $350,000 of indebtedness to Xxxxxxxx which security
interest is by its terms subordinated to the Security Interest.
(d) the Company from time to time, and promptly upon request of the
Purchaser, shall provide such information regarding the Documents or the
business, assets, liabilities, financial condition, results of operations or
business prospects of the Company and any subsidiaries of the Company as the
Purchaser may reasonably request, in each case in form and substance
satisfactory to the Purchaser; and
(e) the Company shall:
(i) promptly provide the Purchaser with copies of any
correspondence, notices, reports or other information provided to the Board of
Directors or the stockholders of the Company;
(ii) provide the Purchaser with 14 days prior notice of the location
and time of each meeting in person of its Board of Directors and 48 hours prior
notice of the time of any telephonic meeting of its Board of Directors; and
(iii) allow a representative of the Purchaser to observe, comment at
and otherwise participate in each such meeting of its Board of Directors.
9. Waiver, Amendment. Neither this Agreement nor any provisions hereof
shall be modified, changed, discharged or terminated except by an instrument in
writing signed by the party against whom any waiver, change, discharge or
termination is sought.
10. Assignability. Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof shall be assignable by either
the Company or the Purchaser without the prior written consent of the other
party, which consent shall not be unreasonably withheld.
11. Applicable Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Delaware, regardless of the law that
might be applied under principles of conflicts of law. The Company and the
Purchaser waive trial by jury in any judicial proceeding arising out of or
relating to the Documents and the transactions contemplated hereby and thereby.
Each of the parties hereto irrevocably consents to the jurisdiction and venue of
the federal and state courts located in the State of Delaware.
12. Section and Other Headings. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
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14. Notices. All notices and other communications provided for herein shall
be in writing and shall be deemed to have been duly given if delivered
personally or by facsimile (with proof of receipt) or sent by registered or
certified mail, return receipt requested, postage prepaid:
(a) If to the Company, to it at the following address:
Computone Corporation
Suite 100
0000 Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxxxxx
President
with a copy to:
Xxxxxxxxx X. Xxxxxx, Esquire
Duane, Morris & Heckscher LLP
Xxx Xxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
(b) If to the Purchaser, at the following address:
LC Capital Partners, LP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
with a copy to:
Xxxxxxx X.X. Xxxx, Esquire
Winthrop, Stimson, Xxxxxx & Xxxxxxx
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, XX 00000-0000
or at such other address as either party shall have specified by notice in
writing to the other.
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15. Binding Effect. The provisions of this Agreement shall be binding upon
and accrue to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns.
16. Rights Cumulative. Each of the rights and remedies of the Purchaser
under the Documents shall be in addition to all of its other rights and remedies
under the Documents and applicable law, and nothing in the Documents shall be
construed as limiting any such rights or remedies.
17. Severability of Provisions. Any provision of the Documents that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent
permitted by applicable law, the Company hereby waives any provision of
applicable law that renders any provision of the Documents prohibited or
unenforceable in any respect.
IN WITNESS WHEREOF, the Company and the undersigned have executed this
Agreement as of this 28th day of June 2000.
COMPUTONE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx, President
LC CAPITAL PARTNERS, LP
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
---------------------------
Title: Managing Member
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