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SECURITIES PURCHASE AGREEMENT,

Purchase and Sale Agreement

SECURITIES  PURCHASE  AGREEMENT, | Document Parties: EURONET WORLDWIDE INC You are currently viewing:
This Purchase and Sale Agreement involves

EURONET WORLDWIDE INC

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Title: SECURITIES PURCHASE AGREEMENT,
Governing Law: New York     Date: 3/14/2007
Industry: Consumer Financial Services     Law Firm: Stinson Morrison Hecker, LLP     Sector: Financial

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      SECURITIES   PURCHASE   AGREEMENT,   dated   as of March   8,   2007   (this
      "Agreement"),   among EURONET WORLDWIDE,   INC., a Delaware corporation
      (the   "Company"),   and the   Purchasers   listed   on   Exhibit A hereto,
      together with their   permitted   transferees   (each, a "Purchaser" and
      collectively, the "Purchasers").
      ---------------------------------------------------------------------

                                  INTRODUCTION
                                  ------------

           The Company and the   Purchasers   are   executing and   delivering   this
Agreement in reliance upon the exemption from securities   registration   afforded
by Section 4(2) of the   Securities   Act and Rule 506 of Regulation D promulgated
thereunder.

           The   Purchasers   desire to purchase and the Company   desires to sell,
upon the terms and conditions stated in this Agreement,   shares of the Company's
common stock, par value $.02 per share (the "Common Stock").

           The capitalized   terms used herein and not otherwise defined have the
meanings given them in Article VII.

           In consideration   of the premises and the mutual covenants   contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Purchasers (severally and not
jointly) hereby agree as follows:

                                   ARTICLE I
                           PURCHASE AND SALE OF SHARES
                           ---------------------------

          Section 1.1 Purchase and Sale of Shares.   At the Closing,   the Company
will issue and sell to each Purchaser,   and each Purchaser   will,   severally and
not jointly, purchase from the Company the number of shares of Common Stock (the
"Shares") set forth   opposite   such   Purchaser's   name on Exhibit A hereto.   The
purchase   price for each Share shall be $25.00   (the   "Purchase   Price"),   which
represents   a discount   of   approximately   7.7% to the   closing bid price of the
Common Stock as reported on NASDAQ (symbol   "EEFT") as the 4:00 p.m. EST closing
bid price on March 7, 2007.

          Section 1.2   Payment.   At the   Closing,   each   Purchaser   will pay the
aggregate Purchase Price set forth opposite its name on Exhibit A hereto by wire
transfer of immediately   available   funds in accordance   with wire   instructions
provided by the Company to the Purchasers   prior to the Closing.   At or promptly
following the Closing,   the Company will instruct its transfer   agent to deliver
stock certificates to the Purchasers representing the Shares against delivery of
the aggregate Purchase Price on the Closing Date.

          Section 1.3 Closing Date. The closing of the transaction   contemplated
by this   Agreement   will take   place on or about   March 12,   2007 (the   "Closing
Date") and the closing   (the   "Closing")   will be held at the offices of Stinson
Morrison Hecker LLP, 1201 Walnut, Suite 2900, Kansas City, Missouri 64106, or at
such   other   time   and   place as shall be   agreed   upon by



<PAGE>

the   Company   and the   Purchasers   hereunder   of a majority   in   interest of the
aggregate number of Shares purchased hereunder.

                                   ARTICLE II
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

          The Company hereby represents and warrants to the Purchasers that:

          Section 2.1 Organization and Qualification;   Subsidiaries. Each of the
Company and its subsidiaries is duly incorporated,   validly existing and in good
standing under the laws of the jurisdiction of its organization,   with corporate
power and authority to conduct its business as currently   conducted as disclosed
in the SEC Documents. Each of the Company and its subsidiaries is duly qualified
to do business and is in good standing in every jurisdiction in which the nature
of the business conducted by it or property owned by it makes such qualification
necessary,   except where the failure to be so qualified or in good standing,   as
the case may be,   would   not   reasonably   be   expected,   individually   or in the
aggregate,    to   have   a   Material   Adverse   Effect.    The   only    corporations,
associations or other entities currently majority owned or controlled,   directly
or   indirectly,   by the Company are the   entities   listed in Exhibit 21.1 to the
Company's   Annual   Report on Form 10-K for the fiscal   year ended   December   31,
2006.

Section 2.2 Authorization;   Enforcement. The Company has all requisite corporate
  power and   authority   to enter into and to perform its   obligations   under this
  Agreement, to consummate the transactions   contemplated hereby and to issue the
  Shares in   accordance   with the   terms   hereof.   The   execution,   delivery   and
  performance of this Agreement by the Company and the   consummation by it of the
  transactions   contemplated   hereby   (including the issuance of the Shares) have
  been duly authorized by the Company's Board of Directors and no further consent
  or authorization of the Company, its Board of Directors, or its stockholders is
  required.   This Agreement has been duly executed by the Company and constitutes
  a legal,   valid and binding obligation of the Company   enforceable   against the
  Company in accordance with its terms,   except as enforceability   may be limited
  by applicable bankruptcy, insolvency,   reorganization, or moratorium or similar
  laws affecting   creditors' and contracting parties' rights generally and except
  as enforceability   may be subject to general principles of equity and except as
  rights   to   indemnity   and   contribution   may be   limited   by state or   federal
  securities laws or public policy underlying such laws.

          Section   2.3   Capitalization.   The   authorized   capital   stock   of the
Company,   as of February 23, 2007,   consisted of (a) 90,000,000 shares of Common
Stock, of which 37,733,605 shares were issued and outstanding and (b) 10,000,000
shares of Preferred   Stock,   $0.02 par value per share,   none of which have been
issued.   All of the issued and outstanding shares of Common Stock have been duly
authorized,   validly issued,   fully paid, and nonassessable.   As of February 23,
2007,   options to purchase an aggregate of 2,195,740 shares of Common Stock were
outstanding,   the Company had obligations to issue 1,038,675   shares of unvested
restricted   Common Stock upon vesting and 8,486,618   shares of Common Stock were
reserved for issuance upon conversion of the Company's   outstanding   convertible
debentures.   Except as disclosed in or   contemplated   by the SEC Documents,   the
Company   does not have   outstanding   any options to purchase,   warrants,   or any
preemptive   rights   or   other   rights   to   subscribe   for   or to   purchase,   any
securities or obligations convertible into or exchangeable


                                        2
<PAGE>

for, or any   contracts or   commitments   to issue or sell,   shares of its capital
stock or any such options,   rights,   convertible securities or obligations other
than options   granted   under the   Company's   stock option plans and its employee
stock purchase plan.

          Section 2.4 Issuance of Shares.   The Shares are duly   authorized   and,
upon issuance in accordance   with the terms of this   Agreement,   will be validly
issued,   fully paid and   non-assessable   and shall be free from all taxes, liens
and   charges   (excluding   taxes,   liens or charges   created   by or   through   the
Purchaser) and will not be subject to preemptive   rights or other similar rights
of   stockholders   of the Company.   No co-sale   right,   right of first refusal or
other   similar   right exists with respect to the Shares or the issuance and sale
thereof.   The issue   and sale of the   Shares   will not   result in a right of any
holder of Company   securities   to adjust the exercise,   conversion,   exchange or
reset price under such securities.

          Section 2.5 No   Conflicts;   Government   Consents and Permits.   (a) The
execution,   delivery and   performance   of this   Agreement by the Company and the
consummation by the Company of the transactions   contemplated   hereby (including
the issuance of the Shares) will not (i) conflict   with or result in a violation
of any provision of its   certificate of   incorporation   or bylaws or require the
approval of the Company's stockholders, (ii) violate or conflict with, or result
in a breach of any provision of, or constitute a default   under,   any agreement,
indenture,   or instrument to which the Company or any of its   subsidiaries   is a
party,   or (iii)   result in a violation   of any law,   rule,   regulation,   order,
judgment or decree   (including   United States federal and state   securities laws
and regulations and regulations of any   self-regulatory   organizations   to which
the Company or its securities   are subject)   applicable to the Company or any of
its   subsidiaries,   except in the case of clauses (ii) and (iii) only,   for such
conflicts,   breaches,   defaults,   and   violations   as would   not   reasonably   be
expected, individually or in the aggregate, to have a Material Adverse Effect.

          (b) The Company is not required to obtain any   consent,   authorization
or order of, or make any filing or registration   with, any court or governmental
agency or any regulatory or self regulatory   agency or any other Person in order
for   it to   execute,   deliver   or   perform   any of its   obligations   under   this
Agreement in accordance   with the terms hereof,   or to issue and sell the Shares
in   accordance   with the   terms   hereof   other   than   such as have   been made or
obtained, and except for the registration of the Shares under the Securities Act
pursuant to Section 6 hereof,   any filings required to be made under federal and
state securities   laws, and any required filings or notifications   regarding the
issuance or listing of additional shares with Nasdaq.

           (c)   Each of the   Company   and its   subsidiaries   has all   franchises,
permits,   licenses,   and any similar authority   necessary for the conduct of its
business   as now being   conducted   by it,   except   for such   franchise,   permit,
license   or   similar   authority,   the   lack of which   would   not   reasonably   be
expected,   individually or in the aggregate,   to have a Material Adverse Effect.
Neither of the   Company   nor its   subsidiaries   has   received   any notice of any
proceeding relating to revocation or modification of any such franchise, permit,
license, or similar authority except where such revocation or modification would
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

          Section 2.6 SEC Documents,   Financial Statements.   (a) The Company has
timely filed all   reports,   schedules,   forms,   statements   and other   documents
required to be filed by


                                       3
<PAGE>

it with the SEC   during   the 24   months   preceding   the date of this   Agreement,
pursuant to the reporting requirements of the Exchange Act (all of the foregoing
filed prior to the date hereof and all exhibits   included   therein and financial
statements    and   schedules    thereto   and   documents    (other   than    exhibits)
incorporated by reference therein,   being hereinafter   referred to herein as the
"SEC Documents"). As of their respective dates, the SEC Documents complied as to
form in all material respects with the requirements of the Exchange Act, and the
rules and   regulations of the SEC promulgated   thereunder   applicable to the SEC
Documents,   and none of the SEC Documents,   at the time they were filed with the
SEC,   contained   any untrue   statement of a material   fact or omitted to state a
material   fact   required to be stated   therein or necessary in order to make the
statements   therein,   in light of the circumstances   under which they were made,
not misleading.   The Financial   Statements have been prepared in accordance with
accounting   principles   generally   accepted in the United   States,   consistently
applied,   during the periods involved (except (i) as may be otherwise   indicated
in the   Financial   Statements   or the   notes   thereto,   or (ii)   in the   case of
unaudited interim statements,   to the extent they may not include footnotes, may
be   condensed   or   summary   statements   or may   conform   to the SEC's   rules and
instructions   for   Reports   on Form 10-Q) and   fairly   present   in all   material
respects   the   consolidated   financial   position   of the Company as of the dates
thereof and the   consolidated   results of its   operations and cash flows for the
periods then ended (subject, in the case of unaudited statements,   to normal and
recurring   year-end   audit   adjustments).   There   is   no   material   transaction,
arrangement,   or other relationship between the Company and an unconsolidated or
other off balance   sheet   entity that is required to be disclosed by the Company
in its Exchange   Act filings and is not so   disclosed.   All material   agreements
that were required to be filed as exhibits to the Annual Report on Form 10-K for
the fiscal   year ended   December   31,   2006   under   Item 601 of   Regulation   S-K
(collectively,   the   "Material   Agreements")   to which the Company or any of its
subsidiaries   are a party,   or to which the property or assets of the Company or
any of its   subsidiaries   are   subject,   have   been   filed   or   incorporated   by
reference   as   exhibits   to the Annual   Report on Form 10-K for the fiscal   year
ended   December 31,   2006.   Each of the Company and its   subsidiaries   is not in
breach of or   default   under   any of the   Material   Agreements   to which it is a
party, and to the Company's Knowledge, no other party to a Material Agreement is
in breach of or default under such Material Agreement, except, in each case, for
such breaches or defaults as would not reasonably be expected,   individually   or
in the aggregate, to have a Material Adverse Effect. Neither the Company nor any
of its   subsidiaries   has received a written notice of termination of any of the
Material   Agreements.   Except   with   respect   to   the   matters   covered   by   the
Confidentiality   Agreement   executed by the   applicable   Purchaser,   the Company
confirms   that   neither it nor any person   acting on its behalf has provided any
Purchaser   or its   agents   or   counsel   with any   information   that the   Company
believes constitutes material,   non-public information.   The Company understands
and confirms that each   Purchaser will rely on the foregoing   representation   in
effecting transactions in securities of the Company.

          (b) As of the date hereof the Company is a well-known   seasoned issuer
(a "WKSI") and is not an   ineligible   issuer,   each as defined in Rule 405 under
the Securities Act. The Company meets the   requirements   for the use of Form S-3
for the registration of the resale of the Shares by the Purchasers.

          Section 2.7 Absence of Litigation.   As of the date hereof, there is no
action,   suit or proceeding   before or by any court,   public   board,   government
agency,   self-regulatory


                                       4
<PAGE>

organization or body pending or, to the Company's Knowledge,   threatened against
the Company or any of its   subsidiaries   that,   if   determined   adversely   would
reasonably be expected,   individually   or in the   aggregate,   to have a Material
Adverse Effect. To the Knowledge of the Company, as of the date hereof, there is
no   investigation   before or by any   court,   public   board,   government   agency,
self-regulatory   organization or body pending or threatened   against the Company
or any of its   subsidiaries   that, if determined   adversely would   reasonably be
expected,   individually or in the aggregate,   to have a Material Adverse Effect.
To the Knowledge of the Company,   there is not pending any   investigation by the
SEC   involving   the Company or any current or former   director or officer of the
Company.   The Company has not received any stop order or other order   suspending
the   effectiveness of any registration   statement filed by the Company under the
Exchange Act or the Securities Act and, to the Company's Knowledge,   the SEC has
not issued any such order.

          Section 2.8 Intellectual   Property Rights. Each of the Company and its
subsidiaries   owns   or   possesses   licenses   or   sufficient   rights   to use   the
inventions   (patented and non-patented),   know-how,   trade secrets,   trademarks,
trademark applications, service marks, service names, trade names and copyrights
and any other material intellectual property that it is currently using and that
are   necessary   to enable it to conduct its business as conducted as of the date
hereof (the "Intellectual Property"),   except for such Intellectual Property the
lack   of   which   could   not   reasonably   be   expected,   individually   or in   the
aggregate,   to result in a Material   Adverse Effect.   Except as disclosed in the
SEC Documents, neither the Company nor any of its subsidiaries has infringed the
intellectual   property   rights   of   third   parties   and no third   party,   to the
Company's Knowledge and except as disclosed in the SEC Documents,   is infringing
the   Intellectual   Property,   in each case,   which could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect. Except
as disclosed in the SEC Documents,   there are no material   options,   licenses or
agreements relating to the Intellectual   Property,   nor is the Company or any of
its   subsidiaries   bound   by or a party to any   material   options,   licenses   or
agreements   relating   to   the   patents,   patent   applications,    patent   rights,
inventions, know-how, trade secrets, trademarks, trademark applications, service
marks,   service names,   trade names or copyrights of any other person or entity.
As of the date   hereof,   there is no   material   claim or   action   or   proceeding
pending or, to the Company's Knowledge, threatened, that challenges the right of
the   Company   or   any of   its   subsidiaries   with   respect   to any   Intellectual
Property.   The   Company   and its   subsidiaries   have taken   reasonable   security
measures   to   protect   the   secrecy,   confidentiality   and value of all of their
Intellectual Property.

          Section   2.9   Placement   Agent.   The   Company has taken no action that
would give rise to any claim by any person for brokerage commissions,   placement
agent's fees or similar payments   relating to this Agreement or the transactions
contemplated   hereby,   except   for   dealings   with the   Placement   Agent,   whose
commissions and fees will be paid by the Company.

          Section 2.10 Investment Company.   The Company is not and, after giving
effect   to the   offering   and sale of the   Shares,   will   not be an   "investment
company"   as such term is   defined in the   Investment   Company   Act of 1940,   as
amended.

          Section   2.11 No Material   Adverse   Effect.   Since   December 31, 2006,
except as   described   or   referred to in the SEC   Documents   and except for cash
expenditures in the ordinary   course of business,   there has not been any change
in the   business,   financial   condition,   results of


                                       5
<PAGE>

operations,   its assets or liabilities except for any such change that would not
reasonably   be   expected   to   result,   individually   or in the   aggregate,   in a
Material   Adverse   Effect.   No event,   liability or development   has occurred or
exists   with   respect to the   Company or its   subsidiaries   or their   respective
business, properties,   operations or financial condition, that would be required
to be disclosed by the Company under applicable securities laws at the time this
representation is made that has not been publicly disclosed at least one trading
day prior to the date that this representation is made.

          Section 2.12 Nasdaq Global Select Market.   The issued and   outstanding
shares of Common Stock are listed on Nasdaq,   and, to the   Company's   Knowledge,
there are no   proceedings   to revoke or suspend such listing.   The Company is in
compliance   in all   material   respects   with   the   requirements   of   Nasdaq   for
continued   listing of the Common Stock thereon and any other Nasdaq   listing and
maintenance requirements and has no knowledge of any facts or circumstances that
would   reasonably   lead to delisting or suspension of the Common Stock by Nasdaq
in the foreseeable future.

          Section 2.13 Acknowledgment   Regarding Purchasers' Purchase of Shares.
The Company acknowledges and agrees that each of the Purchasers is acting solely
in the capacity of an arm's length   purchaser with respect to this Agreement and
the transactions   contemplated   hereby. The Company further acknowledges that no
Purchaser   is acting as a financial   advisor or   fiduciary of the Company (or in
any   similar   capacity   with   respect   to the   Company),   with   respect   to this
Agreement and the transactions   contemplated   hereby and any advice given by any
Purchaser or any of their respective representatives or agents to the Company in
connection   with this   Agreement   and the   transactions   contemplated   hereby is
merely   incidental   to such   Purchaser's   purchase   of the   Shares.   The Company
further   represents to each Purchaser that the Company's   decision to enter into
this   Agreement   has   been   based   upon   the    independent    evaluation   of   the
transactions contemplated hereby by the Company and its representatives.

          Section 2.14   Accountants.   KPMG LLP, who have expressed their opinion
with respect to the audited   financial   statements   and   schedules   that will be
included as a part of the Registration Statement, are independent accountants as
required by the Securities Act.

          Section   2.15   Insurance.    Each   of   the   Company   and   its   Material
Subsidiaries   is insured by   insurers   of   recognized   financial   responsibility
against   such losses and risks and in such   amounts as the Company   believes are
prudent for a company (i) in the businesses and location in which the Company or
the Material Subsidiary,   as applicable, is engaged, and (ii) with the resources
of the Company or the Material Subsidiary, as applicable, as applicable. Neither
the Company nor any of the Material Subsidiaries has received any notice that it
will not be able to renew   its   existing   insurance   coverage   as and when   such
coverage   expires.   The Company and its Material   Subsidiaries have not received
any notice that the   Company   will not be able to renew its   existing   insurance
coverage at a reasonable cost as and when such coverage expires.

          Section 2.16 Foreign Corrupt Practices. Neither the Company nor any of
its subsidiaries nor, to the Company's Knowledge, any director,   officer, agent,
employee   or   other   person   acting   on   behalf   of   the   Company   or any of its
subsidiaries has, in the course of its actions for, or on behalf of, the Company
or any subsidiary,   (i) used any corporate funds for any


                                       6
<PAGE>

unlawful contribution,   gift,   entertainment or other unlawful expenses relating
to political activity;   (ii) made any direct or indirect unlawful payment to any
foreign or domestic   government official or employee from corporate funds; (iii)
violated   or is in   violation   of any   provision   of the   U.S.   Foreign   Corrupt
Practices   Act of 1977,   as amended;   or (iv) made any unlawful   bribe,   rebate,
payoff, influence payment,   kickback or other unlawful payment to any foreign or
domestic   government   official or employee;   except in the cases of clauses (i),
(ii) and (iv) only, as would not reasonably be expected,   individually or in the
aggregate, to have a Material Adverse Effect.

          Section   2.17   Private   Placement.   Neither the Company nor any person
acting on its or their behalf,   has, directly or indirectly,   made any offers or
sales of any security or   solicited   any offers to buy any   security,   under any
circumstances that would require registration of the Shares under the Securities
Act;   provided   that no   representation   or   warranty   is made   pursuant to this
Section   2.17 with respect to the   Placement   Agent.   None of the   Company,   its
subsidiaries, any of their affiliates, or any Person acting on their behalf has,
directly or   indirectly,   made any offers or sales of any   security or solicited
any   offers   to   buy   any   security,   under   circumstances   that   would   require
registration   of any of the   Shares   under   the   Securities   Act or   cause   this
offering of the Shares to be integrated   with prior offerings by the Company for
purposes   of   the   Securities   Act   or   any   applicable    stockholder    approval
provisions,   including,   without limitation,   under the rules and regulations of
Nasdaq.

          Section 2.18 No   Registration   Rights.   No person has the right to (i)
prohibit the Company from filing the   Registration   Statement or (ii) other than
as   disclosed   in the   SEC   Documents,   require   the   Company   to   register   any
securities   for sale   under the   Securities   Act by reason of the   filing of the
Registration Statement.   The granting and performance of the registration rights
under this Agreement will not violate or conflict with, or result in a breach of
any provision of, or constitute a default   under,   any   agreement,   indenture or
instrument to which the Company is a party.

          Section 2.19   Application   of Takeover   Protections.   Assuming that no
Purchaser   will become an Interested   Stockholder   within the meaning of Section
203 of the Delaware General Corporation Law or become an Acquiring Person within
the meaning of the   Company's   stockholder   rights plan as result   thereof,   the
execution   and   delivery   of   this   Agreement   and   the    consummation    of   the
transactions   contemplated   hereby   will   not   impose   any   restriction   on   any
Purchaser,   or create in any party   (including   any current   stockholder   of the
Company) any rights, under any share acquisition,   business combination,   poison
pill (including any   distribution   under a rights   agreement),   or other similar
anti-takeover   provisions under the Company's   charter   documents or the laws of
its state of incorporation.

          Section 2.20 Sarbanes-Oxley Act. The Company is in material compliance
with all applicable   provisions of the U.S.   Sarbanes-Oxley Act of 2002 that are
effective and the rules and regulations promulgated in connection therewith.

          Section 2.21 Internal Accounting   Controls.   The Company maintains (i)
effective   internal   control over financial   reporting as defined in Rule 13a-15
under the   Securities   Exchange   Act of 1934,   as amended,   and (ii) a system of
internal accounting controls sufficient to provide reasonable assurance that (A)
transactions   are executed in accordance with


                                       7
<PAGE>

management's general or specific   authorizations;   (B) transactions are recorded
as necessary to permit   preparation of financial   statements in conformity   with
generally accepted accounting   principles and to maintain asset   accountability;
(C) access to assets is permitted only in accordance with   management's   general
or specific   authorization;   and (D) the recorded   accountability   for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with   respect to any   differences.   The   Company   maintains   disclosure
controls and procedures (as defined in Rules   13a-15(e) and 15d-15(e)   under the
Exchange Act) that are designed to provide reasonable assurance that information
required to be   disclosed   in the   Company's   reports   under the Exchange Act is
recorded,   processed,   summarized and reported within the time periods specified
in the rules and forms of the SEC, and that such   information is accumulated and
communicated to the Company's management,   including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures.

          Section   2.22   Taxes.   The Company   and each of its   subsidiaries   has
timely   filed (or has   obtained an   extension   of time within which to file) all
necessary   federal,   state and foreign   income and franchise tax returns and has
paid all taxes shown as due on such tax returns,   except where the failure to so
file or the   failure   to so pay   would   not   reasonably   be   expected   to have a
Material Adverse Effect.

          Section 2.23 No Manipulation of Stock. The Company has not, and to its
knowledge no one acting on its behalf has, taken, nor will it take,   directly or
indirectly,   any action   designed to   stabilize or   manipulate   the price of the
Common Stock or any security of the Company to facilitate   the sale or resale of
any of the Shares.

          Section   2.24   Related   Party   Transactions.   Except   with   respect to
transactions   (i) that are not   required to be disclosed   and (ii)   contemplated
hereby to the extent any   director or   executive   officer or an Affiliate of any
director or executive officer purchases Securities   hereunder,   all transactions
that have occurred between or among the Company, on the one hand, and any of its
executive   officers or   directors,   or any   Affiliate or   Affiliates of any such
officer or   director,   on the other   hand,   prior to the date   hereof   have been
disclosed in the SEC Documents.

          Section 2.25   Disclosure.   The   representations   and warranties of the
Company   contained   herein are true and correct in all material   respects and do
not   contain   any   untrue   statement   of a   material   fact or omit to state   any
material fact   necessary in order to make the   statements   made therein,   in the
light of the circumstances under which they were made, not misleading.

          Section 2.26 U.S. Real Property   Holding   Corporation.   The Company is
not, nor has it ever been, a U.S. real property holding   corporation   within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended.

          Section    2.27    Insolvency.    The   Company    and   its    subsidiaries,
individually   and on a consolidated   basis,   are not as of the date hereof,   and
after   giving   effect to the   transactions   contemplated   hereby to occur at the
Closing, will not be Insolvent (as defined below). For purposes of this Section.
"Insolvent"   means,   with   respect to any Person (i) the present   fair   saleable
value of the such Person's   assets is less than the amount   required to pay such
Person's


                                        8
<PAGE>

total indebtedness, (ii) such Person is unable to pay its debts and liabilities,
subordinated,   contingent or   otherwise,   as such debts and   liabilities   become
absolute and   matured,   (iii) such Person   intends to incur or believes   that it
will incur debts that would be beyond its   ability to pay as such debts   mature,
or (iv) such Person has   unreasonably   small   capital   with which to conduct the
business   in   which it is   engaged   as such   business   is now   conducted   and is
proposed to be conducted.

          Section   2.28 Title.   The Company and its   subsidiaries   have good and
marketable   title to all real   property and good title to all personal   property
owned   by   them   which   is   material   to the   business   of the   Company   and its
subsidiaries,   in each   case   free and   clear   of all   liens,   encumbrances   and
defects, except for such liens, encumbrances and defects as are disclosed in the
SEC Documents,   or arise under the credit facilities that have been entered into
by the Company and its   subsidiaries,   or as would not   reasonably   be expected,
individually or in the aggregate,   to result in a Material   Adverse Effect.   Any
real   property   and   facilities   held under   lease by the Company and any of its
subsidiaries   are held by them under valid,   subsisting and   enforceable   leases
with such exceptions as would not reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.

          Section 2.29 Environmental   Laws. The Company and its subsidiaries (i)
are in compliance with any and all Environmental Laws (as hereinafter   defined),
(ii) have   received all permits,   licenses or other   approvals   required of them
under applicable   Environmental Laws to conduct their respective   businesses and
(iii)   are in   compliance   with all   terms and   conditions   of any such   permit,
license or approval where, in each of the foregoing clauses (i), (ii) and (iii),
the failure to so comply could be reasonably   expected to have,   individually or
in the aggregate, a Material Adverse Effect. The term "Environmental Laws" means
all federal, state, local or foreign laws relating to pollution or protection of
human health or the environment   (including,   without   limitation,   ambient air,
surface   water,   groundwater,   land surface or   subsurface   strata),   including,
without   limitation,   laws   relating   to   emissions,    discharges,   releases   or
threatened   releases   of   chemicals,   pollutants,    contaminants,   or   toxic   or
hazardous substances or wastes   (collectively,   "Hazardous   Materials") into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all   authorizations,   codes,   decrees,   demands   or   demand   letters,
injunctions,   judgments,   licenses,   notices or notice letters, orders, permits,
plans or regulations issued, entered, promulgated or approved thereunder.

          Section   2.30   Employee   Relations.   Except   as   disclosed   in the SEC
Documents,   neither the Company   nor any of its   Subsidiaries   is a party to any
collective   bargaining agreement.   Except as disclosed in the SEC Documents,   no
executive   officer of the Company has notified   the Company that such   executive
officer   intends to leave the   Company or   otherwise   terminate   such   executive
officer's   employment with the Company.   The Company and its subsidiaries are in
compliance   with all   federal,   state,   local and foreign   laws and   regulations
respecting labor,   employment and employment   practices and benefits,   terms and
conditions   of   employment   and wages and hours,   except where   failure to be in
compliance   would not, either   individually   or in the aggregate,   reasonably be
expected to result in a Material Adverse Effect.

          Section   2.31   Subsidiary   Rights.   Except   as set   forth   in the   SEC
Documents   and except as provided in the credit   facilities   entered into by the
Company and its   subsidiaries,   the


                                        9
<PAGE>

Company   or one of its   subsidiaries   has the   right to vote,   and   (subject   to
limitations   imposed by applicable law) to receive   dividends and   distributions
on, all capital   securities of its   subsidiaries as owned by the Company or such
subsidiary.

          Section 2.32 Acknowledgement   Regarding   Purchasers' Trading Activity.
It is understood   and   acknowledged   by the Company that,   except as provided in
Section 3.11 and subject to compliance by the Purchasers   with   applicable   law,
(i) none of the Purchasers have been asked by the Company or its Subsidiaries to
agree,   nor has any Purchaser   agreed with the Company or its   Subsidiaries,   to
desist from purchasing or selling, long and/or short, securities of the Company,
or "derivative"   securities based on securities issued by the Company or to hold
the Shares for any specified term;   (ii) any Purchaser,   and   counterparties   in
"derivative"   transactions   to which any such Purchaser is a party,   directly or
indirectly, presently may have a "short" position in the Common Stock, and (iii)
each Purchaser shall not be deemed to have any affiliation   with or control over
any arm's   length   counterparty   in any   "derivative"   transaction.   The Company
further   understands   and   acknowledges   that,   subject   to   compliance   by   the
Purchasers   with   applicable   law, one or more   Purchaser   may engage in hedging
and/or trading activities at various times during the period that the Shares are
outstanding and (b) such hedging and/or trading   activities,   if any, can reduce
the value of the existing   stockholders'   equity interest in the Company both at
and after the time the hedging   and/or trading   activities are being   conducted.
The   Company   acknowledges   that   such   aforementioned   hedging   and/or   trading
activities do not constitute a breach of this Agreement, or any of the documents
executed in connection herewith.

                                  ARTICLE III
                  PURCHASER'S REPRESENTATIONS AND WARRANTIES
                   ------------------------------------------

          Each   Purchaser represents and warrants to the Company,   severally and
not jointly, with respect to itself and its purchase hereunder, that:

          Section 3.1 Investment Purpose. The Purchaser is purchasing the Shares
for its own   account   and not with a present   view   toward   the   public   sale or
distribution thereof and has no intention of selling or distributing any of such
Shares or any arrangement or understanding   with any other persons regarding the
sale or   distribution of such Shares except in accordance with the provisions of
Article VI or except as would not result in a violation of the   Securities   Act.
The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise   dispose of (or   solicit   any   offers to buy,   purchase   or   otherwise
acquire   or take a pledge of) any of the   Shares   (including   hedging in respect
thereof)   except in accordance   with the provisions of Article VI or pursuant to
and in accordance with the Securities Act.

          Section 3.2   Questionnaires.   Purchaser has submitted to the Company a
Purchaser   Questionnaire   and a Registration   Statement notice and questionnaire
substantially   in the form of Exhibit B hereto and such   questionnaire   shall be
accurate and correct when delivered and as of the Closing Date.

          Section 3.3 Reliance on Exemptions. The Purchaser understands that the
Shares are being   offered and sold to it in reliance   upon   specific   exemptions
from the registration requirements of United States federal and state securities
laws,   including Section 4(2) of the


                                       10
<PAGE>

Securities   Act and Rule 506 of Regulation D thereunder   and that the Company is
relying upon the truth and accuracy of, and the Purchaser's compliance with, the
representations,   warranties, agreements,   acknowledgments and understandings of
the Purchaser set forth herein in order to determine   the   availability   of such
exemptions and the eligibility of the Purchaser to acquire the Shares.

          Section 3.4   Information.   The   Purchaser has had the   opportunity   to
review   the SEC   Documents.   At a   reasonable   time prior to the   Offering,   the
Purchaser has been afforded the opportunity to ask questions and receive answers
concerning the terms and conditions of the Offering and to obtain any additional
information   which the Company   possesses   or can acquire   without   unreasonable
effort or expense that is   necessary   to verify the accuracy of the   information
contained   in   the   SEC    Documents.    Neither   such   inquiries   nor   any   other
investigation conducted by or on behalf of such Purchaser or its representatives
or counsel shall modify,   amend or affect such Purchaser's   right to rely on the
truth,   accuracy   and   completeness   of the   SEC   Documents   and   the   Company's
representations and warranties contained herein.

          Section 3.5   Acknowledgement   of Risk. (a) The Purchaser   acknowledges
and understands that its investment in the Shares involves a significant   degree
of risk,   including,   without   limitation,   (i) an   investment in the Company is
speculative,   and only   Purchasers   who can   afford   the   loss of   their   entire
investment   should   consider   investing in the Company and the Shares;   (ii) the
Purchaser may not be able to liquidate its investment;   (iii) transferability of
the Shares is limited;   (iv) in the event of a   disposition   of the Shares,   the
Purchaser could sustain the loss of its entire   investment;   (v) the Company has
not   paid   any   dividends   on its   Common   Stock   since   inception   and does not
anticipate the payment of dividends in the foreseeable future and (vi) the "Risk
Factors" included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2006. Such risks are more fully set forth in the SEC Documents;

          (b) The   Purchaser   is an   "accredited   investor"   as   defined in Rule
501(a) of Regulation D under the   Securities   Act. The Purchaser is able to bear
the   economic   risk of   holding   the Shares for an   indefinite   period,   and has
knowledge   and   experience   in financial   and   business   matters such that it is
capable of evaluating the risks of the investment in the Shares; and

          (c) The Purchaser has, in connection with the Purchaser's   decision to
purchase   Shares,   not   relied   upon any   representations   or other   information
(whether   oral or written)   other than as set forth in the   representations   and
warranties of the Company contained herein,   and the Purchaser has, with respect
to all matters   relating to this Agreement and the offer and sale of the Shares,
relied solely upon the advice of such Purchaser's own counsel and has not relied
upon or consulted any counsel to the Placement Agent or counsel to the Company.

          Section 3.6   Governmental   Review.   The Purchaser   understands that no
United States   federal or state agency or any other   government or   governmental
agency has passed upon or made any   recommendation   or endorsement of the Shares
or an investment therein.



                                       11
<PAGE>

          Section 3.7 Transfer or Resale. The Purchaser understands that:


          (a) the Shares   have not been and are not being   registered   under the
Securities   Act (other than as   contemplated   in Article   VI) or any   applicable
state securities laws and, consequently, the Purchaser may have to bear the risk
of owning the Shares for an indefinite period of time because the Shares may not
be transferred unless (i) the resale of the Shares is registered   pursuant to an
effective   registration   statement   under the Securities Act, as contemplated in
Article   VI;   (ii) the   Purchaser   has   delivered   to the   Company an opinion of
counsel (in form, substance and scope reasonably satisfactory to the Company) to
the effect that the Shares to be sold or transferred   may be sold or transferred
pursuant to an exemption from such registration; or (iii) the Shares are sold or
transferred pursuant to Rule 144;

          (b) any sale of the Shares   made in   reliance   on Rule 144 may be made
only   in   accordance   with   the   terms   of Rule   144   and,   if   Rule   144 is not
applicable,   any   resale of the Shares may   require   compliance   with some other
exemption   under the   Securities   Act or the rules   and   regulations   of the SEC
thereunder; and

          (c) except as set forth in Article   VI,   neither   the   Company nor any
other person is under any   obligation to register the resale of the Shares under
the Securities Act or any state   securities laws or to comply with the terms and
conditions of any exemption thereunder.

          Section 3.8 Legends.   (a) The Purchaser   understands the   certificates
representing   the Shares will bear a   restrictive   legend in   substantially   the
following form (and a stop-transfer   order may be placed against transfer of the
certificates for such Shares) while a legend is required on such Shares:

          THE   SHARES   REPRESENTED BY THIS   CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE   SECURITIES   ACT OF 1933, AS AMENDED,   OR THE   SECURITIES   LAWS OF ANY
STATE OF THE   UNITED   STATES.   THE   SHARES   MAY NOT BE SOLD,   OFFERED   FOR SALE,
PLEDGED,   HYPOTHECATED,   TRANSFERRED   OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION   STATEMENT   FOR THE SHARES UNDER   APPLICABLE   SECURITIES   LAWS,   OR
UNLESS   OFFERED,   SOLD,   PLEDGED,   HYPOTHECATED   OR   TRANSFERRED   PURSUANT TO AN
AVAILABLE   EXEMPTION   FROM THE   REGISTRATION   REQUIREMENTS   OF THOSE   LAWS.   THE
COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL   SATISFACTORY   TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.   NOTWITHSTANDING   THE FOREGOING,
THE SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING   ARRANGEMENT   SECURED BY THE SHARES TO THE EXTENT   EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT.

          Section   3.9   Authorization;    Enforcement.    The   Purchaser   has   all
requisite   power and   authority   to enter into this   Agreement,   to perform   its
obligations   hereunder and to consummate the transactions   contemplated   hereby.
The   Purchaser   has   taken all   necessary   action to   authorize   the   execution,
delivery   and   performance   of this   Agreement.   This   Agreement   has been   duly
executed by the Purchaser and constitutes a valid and binding   obligation of the
Purchaser enforceable in accordance with its terms, except as enforceability may
be limited by


                                       12
<PAGE>

applicable bankruptcy,   insolvency,   reorganization,   moratorium or similar laws
affecting   creditors' and contracting   parties'   rights   generally and except as
enforceability   may be   subject to   general   principles   of equity and except as
rights   to   indemnity   and   contribution   may be   limited   by state   or   federal
securities laws or public policy underlying such laws.

          Section   3.10    Residency.    The    Purchaser   is   a   resident   of   the
jurisdiction set forth   immediately below such Purchaser's name on the signature
pages hereto.

          Section 3.11 No Transactions.   Between the time the Purchaser   learned
about the   Offering   and the public   announcement   or public   disclosure   of the
Offering   pursuant   to   Section   4.4,   the   Purchaser   has   not   engaged   in any
transactions   with respect to the Common Stock, nor has the Purchaser,   directly
or indirectly,   caused any Person to engage in any transactions   with respect to
the Common Stock.

          Section   3.12   Acknowledgements   Regarding   Placement   Agent.   (a) The
Purchaser   acknowledges   that the   Placement   Agent is acting   as the   exclusive
placement   agent on a "best   efforts"   basis for the Shares being offered hereby
and   will be   compensated   by the   Company   for   acting   in such   capacity.   The
Purchaser represents that (i) the Purchaser has a pre-existing relationship with
the Placement Agent, (ii) the Purchaser was contacted   regarding the sale of the
Shares by the Placement Agent (or an authorized agent or representative thereof)
with whom the Purchaser   entered into a   confidentiality   agreement and (iii) no
Shares were   offered or sold to it by means of any form of general   solicitation
or general advertising.

          (b) The   Purchaser   acknowledges   that   the   Placement   Agent   and its
directors, officers, employees,   representatives and controlling persons have no
responsibility   for making any   independent   investigation   of the Company's SEC
Documents and make no   representation   or warranty to the Purchaser,   express or
implied, with respect to the Company or the Shares or the accuracy, completeness
or adequacy of the   Company's   SEC   Documents   or any other   publicly   available
information,   nor shall any of the   foregoing   persons be liable for any loss or
damages of any kind resulting from the use of the information   contained therein
or otherwise supplied to the Purchaser.   In addition, the Purchaser acknowledges
that it has not relied on   information   provided by any of such   persons but has
conducted its own investigation.

          Section 3.13 Review of Schedule 1. The Purchaser   acknowledges receipt
and review of the information set forth in Schedule 1.

                                   ARTICLE IV
                                    COVENANTS
                                    ---------

          Section 4.1 Reporting Status. The Company's Common Stock is registered
under   Section 12 of the   Exchange   Act.   During the   Registration   Period,   the
Company agrees to use commercially   reasonable   efforts to timely (or within the
periods   permitted   under Rule 12b-25 of the Exchange Act) file with the SEC all
reports required to be so filed under the Exchange Act, and the Company will not
terminate   its status as an issuer   required to file reports   under the Exchange
Act even if the   Exchange   Act or the rules   and   regulations   thereunder   would
permit such termination.



                                       13
<PAGE>

          Section 4.2 Expenses. The Company and each Purchaser is each severally
and not jointly   liable for,   and each will pay,   its own   expenses   incurred in
connection   with the   negotiation,   preparation,   execution and delivery of this
Agreement,   including, without limitation,   attorneys' and consultants' fees and
expenses.

          Section 4.3   Information.   (a) The Company   agrees that the   financial
statements   of the Company to be included   in any   documents   filed with the SEC
will be prepared in accordance with accounting   principles generally accepted in
the   United   States,   consistently   applied   (except   (i) as   may   be   otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case
of unaudited interim   statements,   to the extent they may not include footnotes,
may be   condensed   or summary   statements   or may conform to the SEC's rules and
instructions   for Reports on Form 10-Q), and will fairly present in all material
respects the   consolidated   financial   position of the Company and   consolidated
results of its operations and cash flows as of, and for the periods   covered by,
such financial   statements   (subject,   in the case of unaudited   statements,   to
normal and recurring year-end audit adjustments).

          (b) The Company   covenants   and agrees that   neither it nor   any other
Person   acting on its behalf will provide any Purchaser or its agents or counsel
with any information that the Company believes   constitutes   material non-public
information,   unless prior thereto such Purchaser   shall have executed a written
agreement   regarding the   confidentiality   and use of such information after the
date hereof.   The Company   understands and confirms that each Purchaser shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

          Section 4.4 Securities Laws Disclosure;   Publicity.   On or before 9:30
a.m.,   New York local   time,   on March 8, 2007 the   Company   shall issue a press
release or Form 8-K   announcing the signing of this Agreement and describing the
material terms of the transactions contemplated by this Agreement, including the
contemplated use of proceeds. The Company acknowledges that, after the filing of
such Form 8-K or issuance of such press release,   the Purchasers   will no longer
be in possession of material non-public information regarding the Company or the
Offering   that has been   provided by or on behalf of the   Company.   On or before
March 12, 2007, the Company shall file a Current Report on Form 8-K with the SEC
describing the terms of the transactions   contemplated by this Agreement and the
contemplated   use of proceeds and including as an exhibit to such Current Report
on Form 8-K this   Agreement,   in the form   required   by the   Exchange   Act.   The
Company   shall not   publicly   disclose   any   information   concerning a Purchaser
without the prior written   consent of such   Purchaser,   except for disclosure of
the name of such   Purchaser and the type and amount of securities of the Company
held by such   Purchaser   in   connection   with any   legal or   regulatory   filings
required to be made by the Company or except as otherwise required by law.

          Section 4.5 Sales by   Purchasers.   Each Purchaser will sell any Shares
held by it in compliance with applicable   prospectus delivery   requirements,   if
any, or otherwise in   compliance   with the   requirements   for an exemption   from
registration under the Securities Act and the rules and regulations   promulgated
thereunder.

          Section 4.6 Pledge of Shares. The Company acknowledges and agrees that
the Shares may be pledged by a Purchaser in   connection   with a bona fide margin
agreement or


                                       14
<PAGE>

other loan or financing arrangement that is secured by the Shares. The pledge of
Shares shall not be deemed to be a transfer,   sale or   assignment   of the Shares
hereunder,   and no Purchasers effecting a pledge of the Shares shall be required
to provide the Company with any notice thereof or otherwise make any delivery to
the   Company   pursuant to this   Agreement;   provided   that a   Purchaser   and its
pledgee shall comply with the   provisions of this Agreement in order to effect a
sale, transfer, or assignment of any such Shares to such pledgee. At the expense
of the Purchaser   pledging such Shares, the Company hereby agrees to execute and
deliver such   documentation   as pledgee of the Shares may reasonably   request in
connection with a pledge of the Shares to such pledgee by a Purchaser.

          Section   4.7 Removal of Legend.   The   Purchaser   may request   that the
Company   remove,   and the Company   agrees to authorize the removal of any legend
from the Shares (i)   following   any sale of the Shares   pursuant to an effective
Registration Statement or Rule 144, (ii) while a registration statement covering
the resale of such security is effective   under the   Securities   Act   (provided,
however,   that   the   Purchaser's   prospectus   delivery   requirements   under   the
Securities Act will remain), or (iii) if such Shares are eligible for sale under
Rule 144(k).   Following   the time a legend is no longer   required for the Shares
hereunder,   the Company will   promptly   following the delivery by a Purchaser to
the   Company's   transfer   agent   of a   legended   certificate   representing   such
securities with notice to the Company,   deliver or cause to be delivered to such
Purchaser   a   certificate   representing   such   securities   that is free from all
restrictive   and other   legends.   The Company shall cause its counsel to issue a
legal opinion to the Company's   transfer agent promptly after the effective date
of   any   registration   statement   (the   "Effective   Date")   if   required   by the
Company's   transfer   agent to effect the   removal of the legend   hereunder.   The
Company   agrees that following the Effective Date or at such time as such legend
is no longer   required   under   clause (ii) above,   it will,   no later than three
trading days   following the delivery by any Purchaser to the Company's   transfer
agent of a certificate representing Shares issued with a restrictive legend with
notice to the   Company,   deliver or cause to be   delivered   to such   Purchaser a
certificate representing such Shares that is free from all restrictive and other
legends.   The   Company   may   not   make   any   notation   on its   records   or   give
instructions    to   any   transfer   agent   of   the   Company   that   enlarge(s)   the
restrictions   on transfer set forth   herein.   If within three trading days after
the   receipt   by   the   Company's   transfer   agent   of   a   legended    certificate
representing such Shares (the "Delivery Date"),   the Company shall fail to issue
and deliver to such   Purchaser a   certificate   representing   such Shares that is
free from all   restrictive   and other legends,   and if on or after such Delivery
Date the Purchaser purchases (in an open market transaction or otherwise) shares
of Common Stock ("Covering   Shares") to deliver in satisfaction of a sale by the
Purchaser of Shares ("Sold   Shares") that the   Purchaser   anticipated   receiving
from the Company without any restrictive   legend, then the Company shall, within
three   trading   days after the   Purchaser's   request,   pay to the   Purchaser   in
immediately   available   funds an   amount   equal   to the   number   of Sold   Shares
multiplied by the excess,   if any, of (x) the   Purchaser's   total purchase price
per share (including brokerage commissions, if any) for the Covering Shares over
(y) the net proceeds per share (after brokerage commissions, if any) received by
the Purchaser from the sale of the Sold Shares.



                                       15
<PAGE>

                                   ARTICLE V
                               CONDITIONS TO CLOSING
                              ---------------------

          Section 5.1 Conditions to   Obligations   of the Company.   The Company's
obligation   to complete   the   purchase   and sale of the Shares and deliver   such
stock   certificate(s)   to each Purchaser is subject to the fulfillment or waiver
as of the Closing Date of the following conditions:

          (a) Receipt of Funds.   The   Company   shall have   received   immediately
available   funds in the full amount of the   purchase   price for the Shares being
purchased   hereunder from Purchasers   acquiring 90% of the aggregate   Shares set
forth on Exhibit A hereto.

          (b) Representations and Warranties. The representations and warranties
made by each   Purchaser in Article III shall be true and correct in all material
respects,   except such   representations   and   warranties   that are   qualified by
materiality   or Material   Adverse   Effect   which must be true and correct in all
respects,   as if they   had been   made on and as of such   date,   except   that the
accuracy of   representations   and   warranties   that by their terms speak as of a
specified date will be determined as of such date.

          (c) Covenants.   All covenants,   agreements and conditions contained in
this Agreement to be performed by the Purchasers on or prior to the Closing Date
shall have been performed or complied with in all material respects.

          (d) Blue Sky. The Company shall have   obtained all necessary   blue sky
law permits and qualifications, or secured exemptions therefrom, required by any
state for the offer and sale of the Shares.

          (e) Absence of Litigation. No proceeding challenging this Agreement or
the transactions   contemplated hereby, or seeking to prohibit, alter, prevent or
materially   delay the Closing,   shall have been   instituted or be pending before
any court, arbitrator, governmental body, agency or official.

          (f) No Governmental Prohibition. The sale of the Shares by the Company
shall not be prohibited by any law or governmental order or regulation.

          (g) No Stop Order.   No stop order or   suspension of trading shall have
been imposed by Nasdaq,   the SEC or any other   governmental   or regulatory   body
with respect to public trading in the Common Stock.

          Section 5.2 Conditions to Purchasers' Obligations at the Closing. Each
Purchaser's   obligation   to   complete   the   purchase   and sale of the   Shares is
subject to the   fulfillment   or waiver as of the Closing   Date of the   following
conditions:

          (a) Representations and Warranties. The representations and warranties
made by the Company in Article II that are qualified by   materiality   (including
in the definition of Material   Adverse   Effect) shall be true and correct in all
respects as of the Closing   Date as if they had been made on and as of such date
and the   representations   and warranties   made by the Company in Article II that
are not so qualified   shall be true and correct in all   material   respects


                                        16
<PAGE>

as if they had been made on and as of such date,   except   that the   accuracy   of
representations   and warranties that by their terms speak as of a specified date
will be determined as of such date.

          (b) Covenants.   All covenants,   agreements and conditions contained in
this   Agreement   to be   performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.

          (c) Blue Sky. The Company shall have   obtained all necessary   blue sky
law permits and qualifications, or secured exemptions therefrom, required by any
state or foreign or other jurisdiction for the offer and sale of the Shares.

          (d) Legal Opinion.   The Company shall have delivered to such Purchaser
an opinion,   dated as of the Closing Date, from (i) Stinson Morrison Hecker LLP,
counsel   to the   Company,   and (ii)   the   General   Counsel   of the   Company,   in
substantially   the   forms   attached   hereto   as   Exhibit   C-1 and   Exhibit   C-2,
respectively.

          (e)   Certificates of the Company.   The Company shall have delivered to
such Purchaser (i) a certificate of a senior   executive   officer of the Company,
dated the Closing Date,   confirming the satisfaction of the conditions set forth
in clauses (a) and (b) of this Section 5.2, (ii) a certificate   of the Secretary
or Assistant Secretary of the Company,   dated the Closing Date, certifying as to
the incumbency   and signatures of the officers   executing this Agreement and the
other   documents   delivered by the Company under this Agreement and (iii) a good
standing   certificate   of the   Company,   dated   as of a   recent   date,   from the
Secretary of State of the State of Delaware.

          (f) Transfer Agent   Instructions.   The Company shall have delivered to
its transfer   agent   irrevocable   instructions   to issue to such Purchaser or in
such   nominee   name(s) as   designated   by such   Purchaser in writing one or more
certificates   representing   such   number   of   Shares   set   forth   opposite   such
Purchaser's name on Exhibit A hereto.

          (g) Absence of Litigation. No proceeding challenging this Agreement or
the transactions   contemplated hereby, or seeking to prohibit, alter, prevent or
materially   delay the Closing,   shall have been   instituted or be pending before
any court, arbitrator, governmental body, agency or official.

          (h) No Governmental Prohibition. The sale of the Shares by the Company
shall not be prohibited by any law or governmental order or regulation.

           (i) No Stop Order.   No stop order or   suspension of trading shall have
been   imposed or   threatened   by Nasdaq,   the SEC or any other   governmental   or
regulatory body with respect to public trading in the Common Stock.

          (j)   Outstanding   Shares.   The   Company   shall have   delivered   to the
Purchasers a letter from the Company's   transfer agent   certifying the number of
shares of Common Stock   outstanding as of a date within five days of the Closing
Date.

          (k) Listed.   The Common   Stock shall be   designated   for   quotation or
listed on Nasdaq, subject to official notice of issuance.



                                       17
<PAGE>

                                   ARTICLE VI
                               REGISTRATION RIGHTS
                               -------------------

          Section 6.1 Filing of   Registration   Statement.   The Company shall use
its reasonable best efforts to (i) file with the SEC and have declared effective
a   registration   statement   pursuant to Rule 415 under the   Securities   Act (the
"Registration   Statement") covering the resale of the Registrable   Securities no
later than 30 days after the Closing Date (the "Filing Date"),   provided that to
the extent then available to the Company,   such Registration   Statement shall be
an   automatic   shelf   registration   statement   on Form S-3 and (ii)   effect   the
registration,   qualifications or compliances (including, without limitation, the
execution   of   any   required   undertaking   to   file   post-effective   amendments,
appropriate   qualifications   or exemptions   under   applicable   blue sky or other
state   securities   laws and appropriate   compliance   with applicable   securities
laws,   requirements or regulations) as promptly as practicable   after the filing
thereof.

          Section 6.2 Expenses. All Registration Expenses incurred in connection
with any   registration,   qualification,   exemption   or   compliance   pursuant   to
Section 6.1 shall be borne by the Company.   All Selling Expenses relating to the
sale of   securities   registered   by or on behalf of any Holder shall be borne by
such Holder.

          Section 6.3 Registration Defaults. The Company further agrees that, in
the event that the   Registration   Statement   (i) has not been filed with the SEC
and declared   effective   within 30 days after the Closing Date or (ii) after the
Registration   Statement   is declared   effective   by the SEC, is suspended by the
Company   or   ceases   to   remain   continuously   effective   as to all   Registrable
Securities   for which it is required to be effective,   other than, in each case,
within the time period(s)   permitted by Section 6.7(b) (each such event referred
to in clauses (i) and (ii), a "Registration Default"), for any thirty-day period
(a "Penalty   Period")   during which the   Registration   Default   remains   uncured
(which initial   thirty-day period shall commence on the fifth Business Day after
the date of such Registration   Default if such Registration Default has not been
cured by such date),   the Company shall pay in cash to each Purchaser 1% of such
Purchaser's aggregate Purchase Price for such Purchaser's Registrable Securities
then held by such   Purchaser   that are not then permitted to be sold pursuant to
the Registration Statement for each Penalty Period during which the Registration
Default remains uncured; provided, however, that if a Purchaser fails to provide
the   Company   with   any   information   that is   required   to be   provided   in the
Registration   Statement with respect to such Purchaser as set forth herein, then
the commencement of the Penalty Period with respect to such Purchaser   described
above   shall be   extended   until such time as the   Company   fails to comply with
Section   6.4(k);   provi


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