EXHIBIT 99.1
FORM OF
TAG-IT PACIFIC, INC.
STOCK AND WARRANT PURCHASE AGREEMENT
This Stock and Warrant Purchase Agreement (this "Agreement") is made and
entered into this [ ], 200_, by and between Tag-It Pacific, Inc., a Delaware
corporation (the "COMPANY"), and those certain investors who are signatories
hereto (each an "INVESTOR" and collectively, the "INVESTORS"). Additional
persons may become parties hereto by execution of additional signature pages to
this Agreement on or prior to January 9, 2002, and for purposes hereof will be
included as "Investors" hereunder. In consideration of the mutual covenants and
agreements hereinafter set forth, the parties to this Agreement agree as
follows:
1. PURCHASE AND SALE OF SHARES.
1.1. On and subject to the terms and conditions of this Agreement, at
the Initial Closings (defined below) each Investors severally
agrees to purchase, and the Company agrees to sell and issue to
each Investor:
1.1.1. that number of shares indicated on that Investor's
signature page to this Agreement as first closing shares
(the "FIRST CLOSING SHARES") of the Company's Common
Stock, par value $0.001 per share (the "COMMON STOCK"),
at a purchase price of $3.00 per share, and
1.1.2. a warrant in the Form of EXHIBIT "A" hereto (a "A
WARRANT") to purchase such number of additional shares
of Common Stock as set forth on that Investor's
signature page to this Agreement at an adjustable
exercise price commencing at $4.34 per share, and
1.1.3. a warrant in the Form of EXHIBIT "B" hereto (a "B
WARRANT") to purchase such number of additional shares
of Common Stock as set forth on that Investor's
signature page to this Agreement at an adjustable
exercise price commencing at $4.73 per share (the A
Warrants and B Warrants issuable to Investors at the
Initial Closing are collectively referred to as the
"FIRST CLOSING WARRANTS").
1.2. In addition, on and subject to the terms of this Agreement, at
the Second Closing (as defined below), certain of the Investors
agree to purchase, and the Company agrees to sell and issue to
each such Investor:
1.2.1. that number of shares indicated on that Investor's
signature page to this Agreement as "second closing
shares" (referred to collectively as the "SECOND CLOSING
SHARES" and, together with all First Closing Shares
issuable to all Investors, the "SHARES") of the
Company's Common Stock, at a purchase price of $3.00 per
share, and
1.2.2. an A Warrant to purchase such number of additional
shares of Common Stock as indicated on that Investor's
signature page to this Agreement at an adjustable
exercise price commencing at $4.34 per share, and
1.2.3. a B Warrant to purchase such number of additional shares
of Common Stock as set forth on that Investor's
signature page to this Agreement at an adjustable
exercise price commencing at $4.73 per share (A Warrants
and B Warrants issuable at
the Second Closing are referred to collectively as the
"SECOND CLOSING WARRANTS" and, together with the First
Closing Warrants issuable to all Investors, the
"WARRANTS") all on identical terms and conditions,
except as to the expiration of the Second Closing
Warrants, to the terms of the issuance and sale of the
First Closing Shares and the First Closing Warrants (the
"ADDITIONAL Investment").
1.3. The Additional Investment at the Second Closing shall be subject
only to the terms and conditions set forth in Section 1.4.3.
1.4. CLOSING.
1.4.1. INITIAL CLOSING. The Initial Closings of the
transactions set forth in SECTION 1.1 above shall take
place at the offices of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇,
L.L.P., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, concurrently with the execution and delivery of
this Agreement in the case of the investment to be made
by ▇▇▇▇▇▇ ▇▇▇▇▇, and at such other time and place as the
Company and each other Investor mutually agrees upon,
but in any event no later than January 9, 2002 with
respect to any of the other of the Investors (which
times and places are designated the "INITIAL CLOSING"
with respect to each Investor, and collectively, as the
"INITIAL CLOSINGS"). At or promptly following the
Initial Closing for each Investor, the Company shall
deliver to or cause its transfer agent to deliver to
that Investor a share certificate registered in such
Investor's name representing the Shares that such
Investor is to receive from the Company at the
applicable Initial Closing, the Investor Rights
Agreement in the form attached as EXHIBIT "C" hereto
(the "INVESTOR RIGHTS AGREEMENT") duly executed by the
Company, the Stockholders Agreement in the form attached
as EXHIBIT "D" hereto (the "STOCKHOLDERS AGREEMENT")
duly executed by the Company, and that Investor's First
Closing Warrants, against payment of the purchase price
therefor by check or wire transfer and execution and
delivery to the Company by the Investor of the Investor
Rights Agreement and Stockholders Agreement.
1.4.2. SECOND CLOSING. Subject to the provisions below, a
second Closing (the "SECOND CLOSING"), effected in the
manner set forth in SECTION 1.4.1, shall occur on such
date as the Company and the Investors shall mutually
agree, but no later than October 1, 2002, which shall be
the date of the Second Closing in the absence of a
different mutually agreed date for the Second Closing,
unless the funding condition set forth in SECTION 1.4.3
below is not satisfied as of such time.
1.4.3. SECOND CLOSING CONDITION. As of the Date of the Second
Closing, (i) each of the representations and warranties
of the Company set forth in Sections 2.1.1, 2.1.2,
2.1.3, 2.14, 2.1.5 and 2.1.7 shall be true and correct
as of such date, (ii) each of the representations and
warranties of the Company set forth in Sections 2.1.6,
2.1.8 and 2.1.10 shall be true and correct in all
material respects as of such date provided that all
references to SEC Documents shall include all reports
and filings with the SEC (as defined below) through the
date of the Second Closing, (iii) the representation and
warranty of the Company set forth in Section 2.1.9 shall
be true and correct in all material respects as of the
date of the Company's then most recently filed Quarterly
Report on Form 10-Q filed with the SEC, (iv) no
"Material Adverse Change" (as defined below) with
respect to the business of the Company shall have
occurred after the date of this Agreement and be
continuing, and (v) no Force Majeure Event shall have
occurred after the date of this Agreement and be
continuing. For purposes of
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this Agreement, "MATERIAL ADVERSE CHANGE" or "MATERIAL
ADVERSE EFFECT" means any material adverse effect on the
business, financial condition or operations of the
Company and its subsidiaries on a consolidated basis.
For purposes of this Agreement, "FORCE MAJEURE EVENT"
shall mean (i) any suspension of trading, disruption or
material adverse change, or any development involving a
prospective material adverse change, in or affecting the
capital markets generally or any of the corporate bond,
interest rate swaps or commercial mortgage backed
securities markets in particular; (ii) any suspension or
limitation of trading in securities generally on the New
York Stock Exchange, NASDAQ, the American Stock Exchange
or any setting of minimum prices for trading on any such
exchange; (iii) any banking moratorium declared by
Federal, New York or Delaware authorities; or (iv) any
outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by
Congress or any other substantial national or
international calamity or emergency, PROVIDED, HOWEVER,
that this item (iv) shall not include the current
military activities of the United States of America in
the country of Afghanistan. If Investor disagrees with
the Company's assertion that no Material Adverse Change
or no Force Majeure event has occurred in the relevant
period, Investor and the Company, shall immediately take
the dispute to arbitration in accordance with SECTION
4.6 hereto ("ARBITRATION").
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND EACH INVESTOR.
2.1. BY THE COMPANY. The Company hereby represents and warrants to
each Investor as follows:
2.1.1. STATUS. The Company is a corporation duly organized,
validly existing and in good standing under the laws of
the State of Delaware, and has the corporate power to
own and operate its properties and assets, to carry on
its business as now conducted and to enter into and to
perform its obligations under this Agreement, the
Warrants, Stockholders Agreement and the Investor Rights
Agreement (collectively, the "TRANSACTION DOCUMENTS").
The Company is duly qualified to do business and is in
good standing in California and in each other state in
which a failure to be so qualified would have a material
adverse effect on the Company's financial condition or
its ability to own and operate its properties and assets
and conduct its business in the manner now conducted.
2.1.2. AUTHORIZATION. The Company has full legal right, power
and authority to conduct its business and affairs. The
Company has full legal right, power and authority to
enter into and perform its obligations under the
Transaction Documents, including the issuance of the
Securities (as defined below). The execution and
delivery of this Agreement, the execution and delivery
of the other Transaction Documents, and the performance
by the Company of its obligations thereunder, including
the issuance of the Securities (as defined below), are
within the corporate powers of the Company and have been
duly authorized by all necessary corporate action
properly taken and the Company has received all
necessary governmental approvals, if any, that are
required. The officer(s) executing this Agreement and
all of the other Transaction Documents are duly
authorized to act on behalf of the Company.
2.1.3. VALIDITY AND BINDING EFFECT. This Agreement and the
other Transaction Documents are the legal, valid and
binding obligations of the Company, enforceable in
accordance with their respective terms, subject to
limitations imposed by bankruptcy,
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insolvency, moratorium or other similar laws affecting
the rights of creditors generally or the application of
general equitable principles.
2.1.4. NO CONFLICTS. Consummation of the transactions
contemplated hereby and the performance of the
obligations of the Company under and by virtue of the
Transaction Documents, including the issuance of the
Shares, the Warrants, and the shares of Common Stock
issuable upon exercise of the Warrants (collectively,
the "SECURITIES"), do not conflict with, and will not
result in any breach of, or constitute a default or
trigger a lien under, any mortgage, security deed or
agreement, deed of trust, lease, bank loan or credit
agreement, corporate charter or bylaws, agreement or
certificate of limited partnership, partnership
agreement, license, franchise or any other instrument or
agreement to which the Company is a party or by which
the Company or its respective properties may be bound or
affected or to which the Company has not obtained an
effective waiver.
2.1.5. EXEMPTION FROM REGISTRATION; VALID ISSUANCES. Subject to
the accuracy at each Closing of each Investor's
representations in SECTION 2.2, the sale of the Shares
and Warrants will not require registration under the
Securities Act and/or any applicable state securities
law. The issuance of the shares of Common Stock issuable
by the Company upon exercise of the Warrant (the
"WARRANT SHARES") shall, if and when the Warrants are
exercised in accordance with their respective terms, be
duly and validly issued, fully-paid and non-assessable
shares of Common Stock, free of all liens, claims,
encumbrances, preemptive rights, rights of first refusal
and restrictions on transfer, except as imposed by
applicable securities laws.
2.1.6. SEC DOCUMENTS. The Company has made available to the
Investor true and complete copies of the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 and each report, proxy statement or
registration statement filed by the Company with the
Securities and Exchange Commission (the "SEC") pursuant
to the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") or the Securities Act since the filing
of such Annual Report through the date hereof
(collectively such documents are referred to as the "SEC
DOCUMENTS"). As of their respective dates, the SEC
Documents complied in all material respects with the
requirements of the Exchange Act, and rules and
regulations of the SEC promulgated thereunder and the
SEC Documents did not contain any untrue statement of a
material fact or omit 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 of the Company included in the SEC Documents
complied in all material respects with applicable
accounting requirements and the published rules and
regulations of the SEC or other applicable rules and
regulations with respect thereto at the time of such
inclusion. Such financial statements have been prepared
in accordance with generally accepted accounting
principles ("GAAP") applied on a consistent basis during
the periods involved (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 exclude footnotes or may
be condensed or summary statements) and fairly present
in all material respects the financial position of the
Company as of the dates thereof and the results of
operations and cash flows for the periods then ended
(subject, in the case of unaudited interim statements,
to normal year-end audit adjustments). Neither the
Company nor
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any of its subsidiaries has any material indebtedness,
obligations or liabilities of any kind (whether accrued,
absolute, contingent or otherwise, and whether due or to
become due) that would have been required to be
reflected in, reserved against or otherwise described in
the financial statements or in the notes thereto in
accordance with GAAP, which was not fully reflected in,
reserved against or otherwise described in the financial
statements or the notes thereto included in the SEC
Documents.
2.1.7. NO GENERAL SOLICITATION OR ADVERTISING IN REGARD TO THIS
TRANSACTION. Neither the Company nor any of its
affiliates nor any person acting on its or their behalf
(i) has conducted or will conduct any general
solicitation (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to the
Securities or (ii) 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 Securities under the Securities Act; PROVIDED,
that the Company makes no representation or warranty
with respect to the Investor.
2.1.8. NO MATERIAL ADVERSE EFFECT. Since September 30, 2001, no
Material Adverse Change has occurred or exists with
respect to the Company, except as disclosed in the SEC
Documents.
2.1.9. NO UNDISCLOSED EVENTS OR CIRCUMSTANCES. Since September
30, 2001, except as have been disclosed in filings by
the Company with the SEC, no event or circumstance has
occurred or exists with respect to the Company or its
businesses, properties, prospects, operations or
financial condition, that, under applicable law, rule or
regulation, requires public disclosure or announcement
prior to the date hereof by the Company but which has
not been so publicly announced or disclosed in the SEC
Documents.
2.1.10. LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in
the SEC Documents, there are no lawsuits or proceedings
pending or, to the knowledge of the Company, threatened,
against the Company, nor has the Company received any
written or oral notice of any such action, suit,
proceeding or investigation, which could reasonably be
expected to have a Material Adverse Effect. Except as
set forth in the SEC Documents, no judgment, order,
writ, injunction or decree or award has been issued by
or, to the knowledge of the Company, requested of any
court, arbitrator or governmental agency which could
result in a Material Adverse Effect.
2.2. BY EACH INVESTOR. Each Investor severally, but not jointly,
hereby represents and warrants to the Company as follows:
2.2.1. AUTHORIZATION. Investor has the full legal right, power
and authority to enter into and perform its obligations
under the Transaction Documents. The execution and
delivery of this Agreement, the execution and delivery
of each Transaction Document to which the Investor is a
party, and the performance by the Investor of its
obligations hereunder and thereunder are within the
powers of the Investor and have been duly authorized by
all necessary action properly taken and the Investor has
received all necessary governmental approvals, if any,
that are required. The person executing this Agreement
and all of the other Transaction Documents to which the
Investor is a party is duly authorized to act on behalf
of the Investor.
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2.2.2. VALIDITY AND BINDING EFFECT. This Agreement and the
other Transaction Documents are the legal, valid and
binding obligations of Investor, enforceable in
accordance with their respective terms, subject to
limitations imposed by bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of
creditors generally or the application of general
equitable principles.
2.2.3. INVESTMENT REPRESENTATIONS.
2.2.3.1. Investor has such knowledge and experience in
financial and business matters, including
investments of the type represented by the
Securities as to be capable of evaluating the
merits of investment in the Company and can bear
the economic risk of an investment in the
Securities;
2.2.3.2. Investor is an "accredited investor" as such
term is defined in Rule 501 of Regulation D
under the Securities Act; and
2.2.3.3. Investor is acquiring or, as applicable, will
acquire, the Securities for investment purposes
only, for its own account and not with a view
to, or for resale in connection with, the
distribution or other disposition thereof in
contravention of the Securities Act or any state
securities law, without prejudice, however, to
Investor's right at all times to sell or
otherwise dispose of all or any part of the
Securities pursuant to an effective registration
statement under the Securities Act and
applicable state securities laws, or under an
exemption from such registration available under
the Securities Act and other applicable state
securities laws.
2.2.3.4. ABSENCE OF CONFLICTS. The execution and
delivery of this Agreement and the other
Transaction Documents to with Investor is a
party, and the consummation of the transactions
contemplated thereby, and compliance with the
requirements thereof, will not violate any law,
rule, regulation, order, writ, judgment,
injunction, decree or award binding on Investor
or (a) violate any provision of any indenture,
instrument or agreement to which Investor is a
party or is subject, or by which Investor or any
of its assets is bound; (b) conflict with or
constitute a material default thereunder; (c)
result in the creation or imposition of any lien
pursuant to the terms of any such indenture,
instrument or agreement, or constitute a breach
of any fiduciary duty owed by Investor to any
third party; or (d) require the approval of any
third-party (which has not been obtained)
pursuant to any material contract, agreement,
instrument, relationship or legal obligation to
which Investor is subject or to which any of its
assets, operations or management may be subject.
2.2.3.5. DISCLOSURE; ACCESS TO INFORMATION. Investor has
received all documents, records, books and other
publicly available information pertaining to
Investor's investment in the Company that have
been requested by Investor. The Company is
subject to the periodic reporting requirements
of the Exchange Act, and the Investor has
reviewed or received copies of all SEC Documents
that have been requested by it.
2.2.3.6. TRANSFER RESTRICTIONS. Investor understands the
restrictions on resale and transfer of the
Securities imposed upon Investor pursuant to
Section 3 of this Agreement, and will abide by
such resale and transfer restrictions.
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2.2.3.7. LEGEND. Investor understands that, in addition
to such legends as are required by the
Stockholders Agreement and the Investor Rights
Agreement a legend in substantially the
following form will be placed on the
certificates representing the Shares:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS, HAVE BEEN TAKEN FOR
INVESTMENT, AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED."
3. RESTRICTIONS ON TRANSFER. Investor hereby agrees that none of the
Securities shall be sold, transferred, assigned, pledged, hypothecated
or otherwise disposed of unless and until one of the following events
shall have occurred:
3.1. Such Securities are disposed of pursuant to and in conformity
with an effective registration statement filed with the
Commission pursuant to the Securities Act or pursuant to Rule
144 of the Commission thereunder; or
3.2. The Company shall have received a written opinion of counsel
reasonably acceptable to the Company (which may be counsel for
the Company) to the effect that the proposed transfer is exempt
from the registration and prospectus delivery requirements of
the Securities Act.
3.3. As a further condition to any such disposition and to the
Company's obligation to register any such disposition, so long
as the legend set forth above will appear on the stock
certificate resulting from such transfer, the Company may
require, as a condition to such transfer, that the contemplated
transferee furnish the Company with an investment letter in form
and substance reasonably satisfactory to the Company and its
counsel.
4. MISCELLANEOUS.
4.1. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed as original but all
of which together shall constitute one and the same instrument.
4.2. SEVERABILITY. Wherever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement and shall be
interpreted so as to be effective and valid.
4.3. NOTICES. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be
(i) hand delivered, (ii) deposited in the mail, registered or
certified,
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return receipt requested, postage prepaid, (iii) delivered by
reputable air courier service with charges prepaid, or (iv)
transmitted by facsimile, addressed as set forth below or to
such other address as such party shall have specified most
recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered
on a business day during normal business hours where such notice
is to be received), or the first business day following such
delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or
(b) on the first business day following the date of sending by
reputable courier service, fully prepaid, addressed to such
address, or (c) upon actual receipt of such mailing, if mailed.
The addresses for such communications shall be, if to the
Investors, to such addresses set forth on the signature page for
such Investor and if to the Company:
If to the Company:
Tag-It Pacific, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Suite 270
Attn: ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
WITH COPIES TO:
--------------
Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Or at such address as an Investor or permitted assignee shall
have furnished to the Company in writing. The parties hereto may
from time to time change their address or facsimile number for
notices under this Section 4.3 by giving written notice of such
changed address or facsimile number to the other parties hereto
as provided in this Section 4.3.
4.4. CONSTRUCTION AND INTERPRETATION. Should any provision of this
Agreement require judicial interpretation, the parties hereto
agree that the court interpreting or construing the same shall
not apply a presumption that the terms hereof shall be more
strictly construed against one party by reason of the rule of
construction that a document is to be more strictly construed
against the party that itself or through its agent prepared the
same, it being agreed that the Company, the Investor and their
respective agents have participated in the preparation hereof.
4.5. ENTIRE AGREEMENT. This Agreement and the other written
agreements between the Company and Investor represent the entire
agreement between the parties concerning the subject matter
hereof, and all oral discussions and prior agreements are merged
herein; PROVIDED, if there is a conflict between this Agreement
and any other document executed
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contemporaneously herewith with respect to the obligations
described herein, the provision of this Agreement shall control.
4.6. ARBITRATION. Any dispute or controversy arising under, out of,
or in connection with or in relation to this Agreement, and any
amendments thereto or the breach thereof, shall be determined
and settled by arbitration to be held in County of Los Angeles,
State of California, in accordance with the rules of the
American Arbitration Association. Any award rendered therein
shall be final and binding on each and all of the Parties and
judgment may be entered thereon in any court of competent
jurisdiction.
4.7. COSTS AND ATTORNEYS' FEES. If any action, suit, arbitration or
other proceeding is instituted to remedy, prevent or obtain
relief from a default in the performance by any party to this
Agreement of its obligations under this Agreement, the
prevailing party (as determined by the court or other
fact-finder) will be entitled to recover from the losing party
all actual costs incurred in each and every such action, suit,
arbitration or other proceeding, including any and all appeals
or petitions therefrom, including, without limitation,
reasonable attorneys' fees and disbursements.
4.8. CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF
ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH
QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS
EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105
OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES
TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
4.9. GOVERNING LAW. THIS AGREMEENT IS MADE AND ENTERED INTO IN THE
STATE OF CALIFORNIA AND THE LAWS OF SAID STATE SHALL GOVERN THE
VALIDITY AND INTERPRETATION HEREOF AND THE PERFORMANCE BY THE
PARTIES HERETO OF THEIR RESPECTIVE DUTIES AND OBLIGATIONS
HEREUNDER.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties with
the intent that it be effective as of the date first above written.
TAG-IT PACIFIC, INC.
a Delaware corporation
By:
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Chief Financial Officer
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TAG-IT PACIFIC, INC.
STOCK AND WARRANT PURCHASE AGREEMENT
INVESTOR SIGNATURE PAGE
The undersigned Investor, by signing and returning this signature page,
irrevocably commits and agrees to purchase at the Closings identified below the
securities set forth above the Investor's signature hereto, subject to the
terms and conditions of this Agreement. Also, by signing below, Investor agrees
to be deemed a party to and bound by the Investor Rights Agreement and
Stockholders Agreement, in furtherance thereof, Investor hereby constitutes and
appoints ▇▇▇▇▇ ▇▇▇▇ as Purchaser's attorney-in-fact, with full power of
substitution, to sign the Investor Rights Agreement and Stockholders Agreement
each in the form attached hereto on Investor's behalf.
COMMON STOCK A WARRANTS TO B WARRANTS TO AGGREGATE
COMMON STOCK PURCHASE PURCHASE PURCHASE PRICE
--------- ------------ ------------- --------------- ---------------
FIRST
CLOSING
--------- ------------ ------------- --------------- ---------------
SECOND
CLOSING
--------- ------------ ------------- --------------- ---------------
INVESTOR
--------------------------------
Address:
--------------------------------
--------------------------------
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