COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT dated as of September 30, 1998 (the
"AGREEMENT") is entered into by and between SPACE APPLICATIONS CORPORATION, a
California corporation ("SAC") and SUMMIT AVIATION, INC., a California
corporation ("PURCHASER").
R E C I T A L S:
A. SAC desires to sell to Purchaser all of its right, title and interest in
its 4,500 shares of Common Stock of Savant Corporation, a Maryland corporation
("SAVANT") representing all the shares of Common Stock of Savant owned by SAC;
and
B. Purchaser desires to purchase the Shares on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, SAC and Purchaser agree as follows:
1. PURCHASE AND SALE OF SHARES.
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(a) SALE OF SHARES. Subject to the terms and conditions herein stated, SAC
agrees to sell, assign, transfer and deliver to Purchaser on the Closing Date,
and Purchaser agrees to purchase from SAC on the Closing Date, four thousand
five hundred (4,500) shares (the "SHARES") of Savant Common Stock owned by SAC.
The certificate(s) representing the Shares shall be duly endorsed in blank, or
accompanied by stock powers duly executed in blank by SAC. SAC agrees to cure
any deficiencies with respect to the endorsement of the certificates
representing the Shares owned by SAC or with respect to the stock power
accompanying any such certificate(s).
(b) PRICE. In consideration for the purchase by Purchaser of the Shares,
Purchaser shall pay to SAC on the Closing Date an aggregate of One Million Eight
Hundred Thousand Dollars ($1,800,000) (the "PURCHASE PRICE") as follows:
(i) $180,000 in cash; and
(ii) $1,620,000 by guaranteed promissory note (the "NOTE") payable to
the order of SAC.
(c) CONTINGENT PAYMENT AND NOTE ACCELERATION ON SUBSEQUENT SALE. In
addition to the Purchase Price, if substantially all the assets of Savant are
sold or if fifty percent (50%) or more of the Shares are sold or exchanged in a
merger or other reorganization ("SALE TRANSACTION"):
(i) within six (6) months of the date first set forth above, Purchaser
shall pay to SAC an amount equal to fifty percent (50%) of (A) any amount
paid for the Shares or (B) received or to be received as a result of
ownership of the Shares, with respect to such Sale Transaction, in excess
of the Purchase Price ("EXCESS PROCEEDS");
(ii) after six (6) month, but within twelve (12) months of the date
first set forth above, Purchaser shall pay to SAC an amount equal to
twenty-five percent (25%) of any Excess Proceeds;
(iii) any additional consideration payable to SAC pursuant to SECTIONS
1(c)(i) OR (ii) as a result of such Sale Transaction shall be paid by
Purchaser at such time as Excess Proceeds are actually received by
Purchaser. In the event that payment is received in-kind, the fair market
value of such in-kind payment shall be used to determine the amounts owing
pursuant to this SECTION 1(c) and all amounts due and owing to SAC shall be
paid in cash regardless whether or not Purchaser receives an in-kind
payment in connection with such Sale Transaction;
(iv) the Note shall become immediately due and payable upon the
closing of a Sale Transaction resulting in a payment obligation to
Purchaser equal to or greater in value than the original principal balance
of the Note.
(d) CLOSING. The purchase and sale of the Shares shall take place at 10:00
a.m. at the offices of Xxxxx & Xxxxxx, LLP, 000 Xxxxx Xxxxxxxxx, Xxxxx 0000,
Xxxxx Xxxx, Xxxxxxxxxx 00000 on September __, 1998. Such time and date are
herein referred to as the "CLOSING DATE."
2. REPRESENTATIONS OF SAC.
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SAC represents, warrants and agrees as follows:
(a) OWNERSHIP OF STOCK. SAC is the lawful owner of the Shares free and
clear of all liens, encumbrances, restrictions and claims of every kind; SAC has
full legal right, power and authority to enter into this Agreement and to sell,
assign, transfer and convey the Shares so owned by SAC pursuant to this
Agreement; the delivery to Purchaser of the Shares pursuant to the provisions of
this Agreement will transfer to Purchaser valid title thereto, free and clear of
all liens, encumbrances, restrictions and claims of every kind. The Shares
represent all of SAC's ownership of equity interest of any kind whatsoever in
Savant.
(b) EXISTENCE AND GOOD STANDING. SAC is a corporation duly organized,
validly existing and in good standing under the laws of the State of California.
(c) CAPITAL STOCK OF SAVANT. To SAC's knowledge, Savant has an authorized
capitalization consisting of 20,000 shares of common stock, $.01 par value per
share, of which, 10,062 shares are issued and outstanding; all of such
outstanding shares have been duly authorized and validly issued and are fully
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paid and nonassessable. To SAC's knowledge, there are no outstanding options,
warrants, rights, calls, commitments, conversion rights, rights of exchange,
plans or other agreements of any character providing for the purchase, issuance
or sale of any shares of the capital stock of SAC, other than as contemplated by
this Agreement.
3. INVESTMENT REPRESENTATIONS.
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In connection with the sale of the Shares hereunder, Purchaser hereby
represents and warrants to, and agrees with, SAC as follows:
(a) It is purchasing and will hold the Shares for investment for its
account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as
amended (the "SECURITIES ACT").
(b) It understands that the Shares have not been registered under the
Securities Act by reason of a specified exemption therefrom, and that the Shares
must be held indefinitely unless (i) subsequently registered under the
Securities Act, (ii) it can transfer the Shares in compliance with Rule 144,
promulgated under the Securities Act (as described below), or (iii) it obtains
an opinion of counsel, in form and substance satisfactory to SAC and its
counsel, that such registration is not required. Purchaser further acknowledges
and understands that SAC is under no obligation to register the Shares.
(c) It is aware of Rule 144, promulgated under the Securities Act, which
permits limited public resales of securities acquired in a nonpublic offering,
subject to the satisfaction of certain conditions.
(d) It will not sell, transfer or otherwise dispose of the Shares in
violation of the Securities Act, the Securities and Exchange Act of 1934, as
amended, or the rules of the Commission promulgated thereunder, including Rule
144 of the Securities Act.
(e) It represents that it has had the opportunity to ask questions
concerning Savant's business and financial condition and to obtain any
information which he considered necessary to make an informed investment
decision with respect to the purchase of the Shares. It has such knowledge and
experience in financial and business matters as to make him capable of utilizing
said information to evaluate the risks of the prospective investment and to make
an informed investment decision. It has discussed Savant's business, financial
condition and future plans, as well as the terms and conditions of the issuance
and sale of the Shares, with an officer of Savant's and has received
satisfactory answers to all questions.
(f) It is aware that his investment in Savant is a speculative investment
which has limited liquidity and is subject to the risk of complete loss. It is
able, without impairing his financial condition, to hold the Shares for an
indefinite period and to suffer a complete loss of its investment in the Shares.
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4. LEGEND.
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All certificates representing any shares of stock may be imprinted with a
legend appropriate under the applicable federal securities laws or the
securities laws of any state.
5. FURTHER ASSURANCES.
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The parties agree to execute such further instruments and to take such
further action as may be necessary or appropriate to carry out the provisions of
this Agreement.
6. NOTICES.
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Any notice or other communication provided for herein to be sent to any
party under this Agreement shall be dated and in writing and shall be deemed to
have been duly given (i) if to be delivered to an address in the United States,
on the third day after deposit in the United States mail, first class postage
prepaid, and addressed as provided below, (ii) if to be delivered at an address
outside of the United States, on the tenth day after deposit in the United
States mail, airmail postage prepaid, and addressed as provided below, or (iii)
if to be delivered by means of personal delivery, telex, telecopy or other
electronic facsimile transmission, on the day after such personal delivery of
transmission of the telex, telecopy or other electronic facsimile transmission.
Such notice shall be addressed and directed as follows:
If to SAC at: Space Applications Corporation
c/o SM&A Corporation
0000 XxxXxxxxx Xxxx, Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attn: Chief Financial Officer
If to the Purchaser at: Summit Aviation, Inc.
0 Xxxxxx
Xxxxxx, XX 00000
Attn: President
7. ASSIGNMENTS.
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No party may assign any of its rights under this Agreement without the
written consent of the other party hereto. This Agreement shall inure to the
benefit of the successors and assignees of SAC and Purchaser.
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8. ENTIRE AGREEMENT.
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This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof.
9. AMENDMENTS, ETC.
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Except as otherwise expressly provided herein, this Agreement or any
provision hereof may be amended, waived, discharged or terminated only by a
statement in writing signed by the party against whom it is sought to be
enforced.
10. GOVERNING LAW.
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This Agreement shall be governed by and construed under the laws of the
State of California.
11. COUNTERPARTS.
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This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SAC: SPACE APPLICATIONS CORPORATION,
a California corporation
By: /s/ Xxxxxxx x. Xxxxxxxx
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Its: EVP
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PURCHASER: SUMMIT AVIATION, INC.,
a California corporation
By: /s/ Xxxxxx X. Xxxxx
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Its: President
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