EXHIBIT 8
SECURITIES PURCHASE AGREEMENT
AGREEMENT dated this 12th day of March, 2001, between Xxxxxxxx X. Xxxxxx
(the "Seller") and Warburg, Xxxxxx Equity Partners, L.P. (the "Purchaser").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Seller owns certain securities (the "Securities") of The
Cobalt Group, Inc. (the "Company") set forth below his name on Schedule A
attached hereto; and
WHEREAS, the Seller is desirous of selling to the Purchaser and the
Purchaser is desirous of purchasing from the Seller all such Securities;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, representations and warranties contained herein, the parties hereby
agree as follows:
1. Purchase of Securities. The Seller hereby sells to the Purchaser the
Securities owned by the Seller as set forth on Schedule A attached hereto. The
Seller is herewith delivering to the Purchaser the certificates representing the
Securities sold hereunder, duly endorsed in blank for transfer or with
appropriate assignments separate from the certificates made out in blank. The
Seller shall cause the Securities to be reissued in the name of "Warburg, Xxxxxx
& Co., as nominee" on behalf of the Purchaser and in the appropriate
denomination.
2. Purchase Price. The purchase price being paid by the Purchaser for the
Securities is $3.50 per share, for an aggregate purchase price as set forth on
Schedule A attached hereto. The purchase price is being paid by the Purchaser
delivering to the Seller on the date hereof a check or wire transfer in the
appropriate amount.
3. Representations and Warranties of the Seller. The Seller represents and
warrants to the Purchaser as follows:
(a) The Seller has full power and authority to enter into this Agreement
and to sell, transfer, assign and deliver the Securities to the Purchaser.
(b) The Purchaser will receive good, valid and marketable title to the
Securities, free and clear of all liens, restrictions, claims, charges, security
interests and encumbrances, except for restrictions imposed by federal and state
securities laws and restrictions contained in the agreements pursuant to which
the Securities were issued and to which the Purchaser and the Seller are
parties.
(c) This Agreement has been duly and validly executed and delivered by the
Seller and constitutes the legal, valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller as follows:
(a) The Purchaser is acquiring the Securities for its own account and not
with a present view to, or for sale in connection with, any distribution thereof
in violation of the Securities Act of 1933. The Purchaser acknowledges that the
Seller has
not made any representations or warranties with respect to the Company, and the
Purchaser has independently and without reliance on the Seller made the analysis
and decision to acquire the Securities. In particular, the Seller has not made
any representations or warranties with respect to the business, results of
operations, financial condition or prospects of the Company.
(b) The Purchaser understands that the Securities have not been registered
under the Securities Act of 1933 and such Securities may not be sold,
transferred, or otherwise disposed of without registration under such Act or an
exemption therefrom.
(c) The Purchaser has full power and authority to enter into this Agreement
and to acquire the Securities.
(d) This Agreement has been duly and validly executed and delivered by the
Purchaser and constitutes the legal, valid and binding obligation of the
Purchaser enforceable against each the Purchaser in accordance with its terms.
5. Miscellaneous.
(a) The Seller and the Purchaser represent and warrant to each other that
no brokerage commissions or finder's fees have been incurred in connection with
the sale of the Securities by the Seller to the Purchaser.
(b) All fees and expenses incurred by any party in connection with this
Agreement will be borne by such party.
(c) This Agreement shall be binding upon, inure to the benefit of and be
enforceable by the respective heirs, executors, administrators, legal
representatives, successors and assigns of the parties hereto.
(d) This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings (whether written or oral) among the parties with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties hereto.
(e) This Agreement may be executed simultaneously in several counterparts,
each of which will be deemed to be an original, but all of which together will
constitute one and the same instrument.
(f) This Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of New York without giving any
effect to principles of conflicts of laws.
(g) All notices hereunder shall be in writing and shall be deemed to have
been given when hand delivered, when received if sent by telecopier or by same
day or overnight recognized commercial courier service or three days after
mailed by registered or certified mail, addressed to the address below stated of
the party to which notice is given, or to such changed address as such party may
have fixed by notice:
To the Seller: Xx. Xxxxxxxx X. Xxxxxx
Chief Executive Officer
Vigilos, Inc.
Tel (000) 000-0000
Fax (000) 000-0000
To the Purchaser: Warburg, Xxxxxx Equity Partners, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxxx
Vice President and General Counsel
Tel (000) 000-0000
Fax (000) 000-0000
provided, however, that any notice of change of address shall be effective only
upon receipt.
(h) All representations, warranties, covenants and agreements contained in
this Agreement shall survive the execution and delivery of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on the date first above written.
SELLER
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
PURCHASER
WARBURG, XXXXXX EQUITY
PARTNERS, L.P.
By: Warburg, Xxxxxx & Co., as General
Partner
By: /s/ Xxxxxxx X. Back
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Schedule A
Securities Being Sold by Xxxxxxxx X. Xxxxxx:
200,000 shares of The Cobalt Group, Inc. at $3.50 per share, for an aggregate
purchase price of $700,000
