Exhibit 10.3
SERIES A PREFERRED
STOCK
SUBSCRIPTION
AGREEMENT
This Series A Preferred Stock Subscription
Agreement (this “
Agreement ”) is dated September 30, 2008, and
effective as of September 24, 2008, by and among
SPAR Group, Inc.
, a Delaware corporation (the
“ Corporation ”), and each of
SP/R Inc. Defined Benefit Pension
Plan, acting
through Robert G. Brown,
its Trustee ,
WHB Services, Inc. Defined
Benefit Trust, acting
through William H. Bartels, its Trustee , and
WHB Services, Inc. Incentive
Savings Trust , acting
through William H. Bartels, its Trustee (each a “ Purchaser ”, and
collectively, the “ Purchasers ”).
Section 1.
Purchase and Sale of the Preferred Shares . Subject to the
terms and conditions of this Agreement, each Purchaser subscribes
for and hereby purchases and acquires from the Corporation,
severally and not jointly, and the Corporation hereby sells and
issues to each Purchaser, the number of shares of the
Corporation’s Series A Preferred Stock, par value $0.01 per
share, specified for such Purchaser (collectively, the “
Preferred Shares ”), at a purchase price of $0.86 per
Share:
|
(a)
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284,237 Preferred Shares to the SP/R
Inc. Defined Benefit Pension Plan at an individual total purchase
price of $244,444.44;
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(b)
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137,320 Preferred Shares to the WHB
Services, Inc. Defined Benefit Trust at an individual total
purchase price $118,095.00; and
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(c)
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43,559 Preferred Shares to the WHB
Services, Inc., Incentive Savings Trust at an individual total
purchase price $37,460.56.
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Each Purchaser shall pay to the
Corporation such individual total purchase price in immediately
available funds as payment in full for all such Preferred Shares
being purchased by it.
Section
2. Representations and
Covenants of the Corporation . In order to induce them to enter
into this Agreement, the Corporation represents and warrants the
following to each Purchaser: (a) the Corporation is and will
continue to be a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware; (b) the
Corporation has and will maintain full and unrestricted power,
authority and legal capacity, and it has been duly authorized and
empowered, to the extent necessary to execute and deliver this
Agreement and make this Agreement enforceable against it; (c) the
Corporation has obtained and will maintain all qualifications,
authorizations, approvals and waivers, and it has satisfied and
will continue to satisfy all other applicable legal, governance and
contractual requirements, to the extent necessary to execute and
deliver this Agreement and make this Agreement enforceable against
it; (d) this Agreement has been duly executed and delivered by the
Corporation, and, upon its execution by the Purchasers, shall
constitute the legal, valid and binding obligation of the
Corporation, enforceable in accordance with its terms, except to
the extent that its enforcement is limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting
the enforcement of creditors’ rights generally and by general
principles of equity; (e) the authorized capital stock of the
Corporation is 50,000,000 shares, consisting of (i) 47,000,000
shares of common stock, par value $.01 per share, and (ii)
3,000,000 shares of preferred stock, par value $.01 per share; (f)
the holder’s conversion rights, Corporation’s
redemption rights, payment and liquidation preferences over common,
and other terms, provisions and conditions respecting the Preferred
Shares are stated in the Series A Preferred Stock Designation as
filed with the Delaware Secretary of State on March 28, 2008 (the
“ Series A Designation ”); and (g) upon issuance
in accordance with the terms of this Agreement, the Preferred
Shares will be duly and validly authorized and issued and fully
paid and nonassessable.
Section
3. Representations and
Warranties of the Purchaser . In order to induce it to enter
into this Agreement, each Purchaser represents and warrants (as to
itself only) the following to the Corporation as of the date
hereof: (a) the Purchaser has and will maintain full and
unrestricted power, authority and legal capacity to the extent
necessary to execute and deliver this Agreement and make this
Agreement enforceable against it; (b) the Purchaser has obtained
and will maintain all qualifications, authorizations, approvals and
waivers, and it has satisfied and will continue to satisfy all
other applicable legal, governance and contractual requirements, to
the extent necessary to execute and deliver this Agreement and make
this Agreement enforceable against it; (c) this Agreement has been
duly executed and delivered by the P
