STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated July 19, 1999, between ▇▇▇▇▇▇.▇▇▇,
Inc., a Delaware corporation (the "Stockholder") and SOFTBANK Capital Partners
LP, a Delaware limited partnership, and fund affiliates ("SOFTBANK").
1. Purchase and Sale
(a) Upon the terms and subject to the conditions of this Agreement,
SOFTBANK will purchase, and the Stockholder will sell to SOFTBANK, 1,670,273
shares of Common Stock, par value $.01 per share (the "Shares"), of Webhire,
Inc., a Delaware corporation (the "Company"), against payment of the purchase
price of $6.43 per share on the third business day following the date on which
the conditions under Section 4(c) are satisfied, or such other date as the
parties may mutually agree (the "Closing Date").
(b) On the Closing Date, the Stockholder shall deliver to SOFTBANK
stock certificates representing the Shares, accompanied by stock powers duly
endorsed in blank or accompanied by duly executed instruments of transfer,
against payment to the Stockholder by wire transfer of the aggregate purchase
price of $10,739,855 to an account designated by the Stockholder.
2. Representations of the Stockholder
The Stockholder represents and warrants to SOFTBANK as follows:
(a) Shares. The Shares are owned by such Stockholder, free and clear of
all liens, claims and encumbrances. Upon delivery of certificates for such
Shares on the Closing Date against payment therefor as provided herein, good and
valid title to such Shares will pass to SOFTBANK, free and clear of all liens,
claims and encumbrances.
(b) No Consents. No consent, approval or authorization of or
declaration or filing with any governmental authority or other person or entity
on the part of the Stockholder is required in connection with the execution or
delivery of this Agreement or the consummation of the transactions contemplated
hereby except as required under the Securities Exchange Act of 1934, as amended.
(c) Finders. There is no investment banker, broker, finder, consultant
or other intermediary that has been retained by, or is authorized to act on
behalf of, the Stockholder who is entitled to any fee or commission upon
consummation of the transactions contemplated by this Agreement.
3. Representations of SOFTBANK
(a) No Consents. No consent, approval or authorization of or
declaration or filing with any governmental authority or other person or entity
on the part of SOFTBANK is required in connection with the execution or delivery
of this Agreement or the consummation of the transactions contemplated hereby,
except for the filing required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), and the expiration or early termination
of the applicable waiting period under the HSR Act.
(b) Investment. SOFTBANK is purchasing the Shares solely for investment
purposes and not with a view to resale or distribution. SOFTBANK understands and
acknowledges that the Shares are being offered and sold to it without
registration under the Securities Act of 1933, as amended. SOFTBANK is an
"accredited investor" as defined in Rule 501(a) under the Securities Act of
1933, as amended.
(c) Finders. There is no investment banker, broker, finder, consultant
or other intermediary that has been retained by, or is authorized to act on
behalf of, SOFTBANK who is entitled to any fee or commission upon consummation
of the transactions contemplated by this Agreement.
4. Conditions to Closing
The obligation of SOFTBANK to consummate the transactions contemplated
by this Agreement is subject to the satisfaction at or prior to the Closing Date
of the following conditions:
(a) No preliminary or permanent injunction or other binding order,
decree or ruling issued by a court or governmental agency shall be in effect
which shall have the
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effect of preventing the consummation of the transactions contemplated by this
Agreement.
(b) All representations of the Stockholder contained in this Agreement
shall be true in all material respects at and as of the Closing Date as though
made at such time.
(c) The waiting period under the HSR Act applicable to the purchase of
the Shares shall have expired or been terminated and the Company shall have
obtained shareholder approval for issuance of shares of Common Stock to SOFTBANK
pursuant to the Stock Purchase Agreement dated the date hereof.
(d) SOFTBANK shall concurrently consummate the purchase of newly issued
shares of Common Stock from the Company pursuant to the Stock Purchase Agreement
dated the date hereof.
(e) All corporate and other proceedings required to carry out the
transactions contemplated by this Agreement, and all instruments and other
documents relating to such transactions, shall be reasonably satisfactory in
form and substance to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to SOFTBANK, and SOFTBANK
shall have been furnished with such instruments and documents as such counsel
shall have reasonably requested.
5. Miscellaneous
(a) Expenses. Each party shall pay its own expenses incurred in
connection with its execution, delivery and performance of this Agreement,
provided, however, SOFTBANK shall pay the Shareholder's reasonable expenses in
the event the purchase and sale has not been consummated on or before September
30,1999.
(b) Survival and Termination. All representations and warranties made
herein shall survive for one year after the Closing Date and shall continue in
full force and effect after delivery of and payment for the Shares. This
Agreement shall terminate if the purchase and sale has not been consummated on
or before September 30, 1999.
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(c) Modification and Waiver. No amendment or modification of the terms
or provisions of this Agreement shall be binding unless the same shall be in
writing and duly executed by the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed to or shall constitute a waiver of
any other provision hereof. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof.
(d) Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof. Any
previous agreement or understandings between the parties regarding such subject
matter are merged into and superseded by this Agreement.
(e) Severability. In case any provision in this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
(f) Notices. All notices, consents or other communications hereunder
shall be in writing, and shall be deemed to have been duly given and delivered
when delivered by hand, or when mailed by registered or certified mail, return
receipt requested, postage prepaid, or when received via telecopy or other
electronic transmission, in all cases addressed to the party for whom intended
at its address set forth below:
(i) If to Softbank:
SOFTBANK Capital Partners LP
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Stockholder:
▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as either party shall have designated by notice in writing
to the other party given in the manner provided by this Section.
(g) Publicity. SOFTBANK and the Stockholder shall consult with each
other before issuing any press release or otherwise making any public statement
with respect to the transactions contemplated hereby, and shall not issue any
such press release or make any such public statement prior to approval by the
other party, except as may be required by law.
(h) No Implied Rights. Nothing herein express or implied, is intended
to or shall be construed to confer upon or give to any person, firm, corporation
or legal entity, other than the parties hereto and their affiliates, any
interests, rights, remedies or other benefits with respect to or in connection
with any agreement or provision contained herein or contemplated hereby.
(i) Assignment. This Agreement may be assigned by either party to any
of its affiliates provided such assignee agrees to be bound by the terms of this
Agreement as though named as an original party hereto.
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(j) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(k) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SOFTBANK CAPITAL PARTNERS LP
By: SOFTBANK CAPITAL PARTNERS LLC
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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