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Purchase Agreement
under the
DecisionOne Holdings Corp.
Direct Investment Program
Purchase Date: August 7, 1997
Name of Participant:
Number of Shares:
Purchase Price Per Share: $ 20.6084
Aggregate Purchase Price: $
DecisionOne Holdings Corp., a Delaware corporation (the "Company"),
hereby sells to the above-named Participant (the "Participant"), and Participant
hereby purchases from the Company, that number of Shares set forth above for the
Aggregate Purchase Price set forth above, pursuant to the terms of the Decision
One Holdings Corp. Direct Investment Program (the "Plan") and this Agreement.
Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan, or if not defined therein, in the Employment Agreement.
The terms and conditions of the Shares purchased hereby, to the extent not
controlled by the terms and conditions contained in the Plan, are as follows:
1. The Aggregate Purchase Price set forth above for the Shares shall
be payable by Participant to the Company upon the execution hereof in either (i)
cash or (ii) such other means, including a Loan, as the Committee may approve or
permit from time to time. Payment in currency or by check, bank draft, cashier's
check, postal money order or wire transfer shall be considered payment in cash
provided any such instrument is honored upon presentation.
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2. (a) The Participant represents and warrants to the Company that
he/she is acquiring the Shares for investment purposes only, solely for his/her
own account, and not with a view to, or for resale in connection with, any
distribution thereof.
(b) The Participant's financial situation is such that the Participant can
afford to bear the economic risk of holding the Shares acquired hereunder for an
indefinite period of time, the Participant has adequate means for providing for
his needs and contingencies and can afford to suffer the complete loss of the
investment in the Shares.
(c) The Participant's knowledge and experience in financial and business
matters are such that he/she is capable of evaluating the merits and risks of
the investment in the Shares, or the Participant has been advised by a
representative possessing such knowledge and experience.
(d) The Participant understands that the Shares acquired hereunder are a
speculative investment which involves a high degree of risk of loss of the
entire investment therein, that there are substantial restrictions on the
transferability of the Shares as set forth in the Investors' Agreement and, if
applicable, the Loan, and that for an indefinite period following the date
hereof there will be no (or only a limited) public market for the Shares and
that, accordingly, it may not be possible for Participant to sell the Shares in
case of emergency or otherwise.
(e) The Participant and his/her representatives, including his/her
professional, financial, tax and other advisors, have carefully reviewed all
documents available to them in connection with the investment in the Shares, and
the Participant understands and has taken cognizance of all the risks related to
such investment.
(f) The Participant and his/her representatives have been given the
opportunity to examine all documents and to ask questions of, and to receive
answers from, the Company and its representatives concerning the terms and
conditions of the acquisition of the Shares and related matters and to obtain
all additional information which the Participant or his/her representatives deem
necessary.
(g) All information which the Participant has provided to the Company and
its representatives concerning the Participant and his/her financial position is
true, complete and correct, and the Participant agrees to promptly notify the
Company if at any time this ceases to be the case.
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3. Certificates issued in respect of Shares shall, unless the
Committee otherwise determines, be registered in the name of the Participant or
the Participant's Permitted Transferees and, so long as a Participant continues
to be governed by the provisions of any Loan, shall be deposited by such
Participant or Permitted Transferee, together with a stock power endorsed in
blank, with the Company. When the Participant ceases to be bound by the
provisions of any Loan, the Company shall deliver such certificates to the
Participant upon request. Such stock certificate shall carry such appropriate
legends, and such written instructions shall be given to the Company's transfer
agent, as may be deemed necessary or advisable by counsel to the Company in
order to comply with the requirements of (i) the Securities Act of 1933, as
amended, any state securities laws or any other applicable laws, (ii) the
Investors' Agreement and (iii) any Loan.
4. Except as otherwise provided in the Employment Agreement, if the
Participant's employment with the Company or any Subsidiary shall terminate,
then the terms and provisions of Section 8 of the Plan and, if applicable, the
Loan, shall govern any Shares held by the Participant.
5. This Purchase Agreement does not confer on the Participant any
right to continue in the employ of the Company or any Subsidiary or interfere in
any way with the right of the Company or any Subsidiary to determine the terms
of the Participant's employment.
6. The Participant shall, as a condition precedent to the purchase
of the Shares hereunder, execute an instrument agreeing to be bound by the
Investors' Agreement or, at the election of the Company, a counterpart of the
Investors' Agreement.
7. This Purchase Agreement and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of the Plan, which
shall be controlling. All interpretations or determinations of the Board and/or
the Committee shall be binding and conclusive upon the Participant and his legal
representatives on any question arising hereunder.
8. Participant acknowledges that any powers, rights or
responsibilities of the Board and/or the Committee set forth herein may be
delegated to and exercised by any subcommittee thereof as permitted under the
Plan.
9. All notices hereunder to the party shall be delivered or mailed
to the following addresses:
If to the Company:
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DecisionOne Holding Corp.
c/o DLJ Merchant Banking Partners II, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
with a copy to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx, Xx.
Fax: (000) 000-0000
or to such other address or telecopy number and with such other copies as such
party may hereafter specify for the purpose of notice;
If to the Participant:
To the person and at the address specified on the signature page.
Such addresses for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the other party.
10. This Agreement contains the entire understanding of the parties
hereto in respect of the subject matter contained herein. This Agreement and the
Plan supersedes all prior agreements and understandings between the parties
hereto with respect to the subject matter hereof.
11. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without application of the conflict of
laws principles thereof.
12. This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Purchase
Agreement to be duly executed as of the date first above written.
DECISIONONE HOLDINGS CORP.
By:
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Name:
Title:
Participant:
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Name:
Address:
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