Exhibit 99.3
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT (this
“AGREEMENT”) dated as of August 15, 2005, is
entered into between CSA Private Limited, a Singapore company
(“CSA”), and HIS Holding, LLC, a Delaware Limited
Liability Company (“PURCHASER”).
WHEREAS, Purchaser desires to
purchase a promissory note from CSA, upon the terms and subject to
the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of
the mutual covenants set forth herein, the parties hereto hereby
agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the
following terms shall have the following meanings:
“BUSINESS DAY”
means a day other than Saturday or Sunday, on which commercial
banks are open for business in Los Angeles, California.
“CSA” means CSA Private
Limited, a Singapore Business Entity.
“NOTE” means the
Secured, Subordinated Promissory Note made by MAI Systems
Corporation (“MAI”) with an original aggregate
principal amount of Five Hundred Thousand Dollars ($500,000), a
copy of which is attached as Exhibit A hereto, all payments
under which are (a) secured pursuant to a Security Agreement
dated December 1, 2000 made by MAI in favor of CSA, as amended
by Amendment No. 1 to Security Agreement dated as of
March 31, 2004 (as amended, the “Security
Agreement”), and (b) subordinated pursuant to
Subordination Agreement dated as of December 1, 2000 by and
among all the creditors of MAI, as amended by Amendment No. 1
to Subordination Agreement dated as of March 31, 2004 (the
“Note”).
ARTICLE II
PURCHASE AND SALE OF
NOTE
SECTION 2.01 SALE
OF THE NOTE. Subject to the terms and conditions of this
Agreement, Purchaser agrees to purchase at the Closing, and CSA
agrees to sell to Purchaser at the Closing, the Note for the
purchase price of Three Hundred Fifty Thousand Dollars
($350,000).
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SECTION 2.02
CLOSING. The purchase and sale of the Note shall take place
at CSA’s offices, 2100 East Grand Avenue, El Segundo,
California, 90245 at 10:00 a.m. California Time on
September 23, 2005, or at such earlier date and time as the
parties hereto may agree upon (which time and place is designated
as the “CLOSING”). At the Closing, CSA shall
assign to Purchaser the Note and the Security Agreement (but only
to the extent that it secures the Note) upon receipt of the
consideration provided for in Section 2.01.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF CSA
SECTION 3.01
REPRESENTATIONS AND WARRANTIES OF CSA. CSA hereby represents
and warrants to Purchaser that:
(a)
AUTHORIZATION. The execution, delivery and performance of
this Agreement and any other agreement contemplated hereunder by
CSA have been duly authorized by all necessary corporate action of
CSA.
(b) APPROVALS AND
CONSENTS. No approval, consent or authorization of any
natural person, firm, corporation or governmental authority which
has not heretofore been obtained is necessary for the execution or
delivery of this Agreement or any other agreement contemplated
hereunder by CSA or for the performance by CSA of any of the terms
or conditions thereof.
(c)
LITIGATION. There is no action, suit, proceeding or
investigation pending or currently threatened against CSA that
questions the validity of this Agreement, CSA’s ownership of
the Note or the right of CSA to enter into this Agreement, or to
consummate the transactions contemplated hereby.
(d)
DISCLOSURE. CSA has provided Purchaser with all the
information that it has requested for deciding whether to purchase
the Note. To its knowledge, neither this Agreement nor any
other written statements or certificates made or delivered in
connection herewith or therewith contains any untrue statement of a
material fact or omits to state a material fact necessary to make
the statements herein or therein not misleading.
(e) TITLE TO
NOTE. CSA owns the Note free and clear of all liens and
encumbrances and is conveying good marketable title to the Note to
Purchaser.
SECTION 3.02
REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to CSA that:
(a)
AUTHORIZATION. Purchaser has full power and authority to
enter into this Agreement, and this Agreement constitutes its valid
and legally binding obligation, enforceable in accordance with its
terms.
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(b) ORGANIZATION,
GOOD STANDING AND QUALIFICATION. Purchaser is a
limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to carry on its business as
now conducted.
ARTICLE IV
[RESERVED]
ARTICLE V
MISCELLANEOUS
SECTION 5.01
AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of
CSA and Purchaser. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon both parties
hereto.
SECTION 5.02
NOTICES. Except as may be otherwise provided herein, all
notices, requests, waivers and other communications made pursuant
to this Agreement shall be in writing and shall be conclusively
deemed to have been duly given (a) when hand delivered to the
other party; (b) when received when sent by facsimile at the
address and number set forth below (provided, however, that notices
given by facsimile shall not be effective unless either (i) a
duplicate copy of such facsimile notice is promptly given by one of
the other methods described in this Section
