EXECUTION COPY
[Purchase Agreement, combined with Investor Rights Agreement—Buyer
Oriented—This agreement combines the function of selling shares to the investor
with broad representations and warranties with a multitude of post-closing
agreements regarding the conduct of the business and certain special rights to the
investor.]
SECURITIES PURCHASE AGREEMENT
among
SMITH ACQUISITION LLC,
XYZ CAPITAL PARTNERS, LP,
DEF GROUP, INC.
and
JOHN DOE
Dated as of _____ __, 20__
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement (the “Agreement”), dated as of _____ __, 20__,
by and among SMITH Acquisition LLC, a Delaware limited liability company (the
“Purchaser”), XYZ Capital Partners, LP, a Delaware limited partnership (“XYZ”), DEF
Group, Inc., a Delaware corporation (the “Company”), and John Doe (the “Stockholder”).
WHEREAS, the Company desires to issue and sell to the Purchaser, and the
Purchaser desires to purchase from the Company, shares of Series A Preferred Stock of
the Company on the terms and conditions set forth herein;
WHEREAS, the Stockholder has executed a Redemption Agreement pursuant to
which concurrently with the Closing the Company will purchase 1,820,239 of the shares
of Common Stock owned by him and an Affiliate of him (collectively pursuant to both
the Initial Redemption and Second Redemption) (and including a separate Redemption
Agreement executed by Stockholder’s wife) and the Company intends to enter into
Redemption Agreements with certain other stockholders and optionees of the Company
to purchase the shares of Common Stock owned by such other stockholders and Common
Stock which will be owned by such optionees upon exercise of their options, such
redemptions as substantially as set forth in Schedules II and III.
NOW, THEREFORE, it is hereby agreed as follows:
ARTICLE 1
DEFINITIONS
“[Accounting Firm]” has the meaning set forth in Section 2.6(d).
“Action” has the meaning set forth in Section 11.12.
“Advisory Agreement” means the A