STOCK PURCHASE AGREEMENT
AGREEMENT, effective as of the 1st day of November, 1997, by and among
THE ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation ("Ashton" or
"Seller"), XXXXXX X. XXXXXXXX AND XXXXXXX X. XXXXXXXX, AS TRUSTEES OF
THE TRUST CREATED BY THE COMPUTER SCIENCE INNOVATIONS, INC. LEVERAGED
ESOP ("CSI Leveraged ESOP" or "Purchaser"), and COMPUTER SCIENCE
INNOVATIONS, INC., a Florida corporation (the "Company").
WHEREAS, Seller owns two million eight hundred forty-one thousand one
hundred forty-four (2,841,144) shares, which sum, as of the date
hereof, represents 83.18% of the total outstanding stock of the
Company; and
WHEREAS, pursuant to the terms and conditions hereof, Seller desires to
sell and Purchaser desires to acquire all of the outstanding stock of
the Company owned by Seller for the consideration set forth
hereinafter.
NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants contained herein, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Purchase and Sale of the Company Stock.
At the Closing (as defined in Section 4), Seller shall convey, assign,
transfer and deliver to Purchaser all of Seller's right, title and
interests in and to all of the issued and outstanding shares of stock
of the Company owned by Seller as shown in Exhibit "A" (the "Stock").
Such sale shall be effected by the delivery of certificates and/or
stock endorsed in blank or to the order of Purchaser. Simultaneously
therewith, Purchaser shall deliver to Seller the consideration provided
for in paragraph 2 hereof.
2. Purchase Price.
In consideration for the Company Stock, Purchaser shall pay to Seller a
total purchase price of One Million Seven Hundred Twenty-Three Thousand
Dollars ($1,723,000) (Purchase Price"), as follows:
(A) Purchaser shall pay and shall deliver to the Seller at Closing, by
wire transfer to an account specified by Seller in writing, the amount
of One Million One Hundred Twenty-Eight Thousand Eight Hundred
Seventy-Five Dollars ($1,128,875).
(B) At the Closing, Purchaser shall execute and deliver a promissory
note, ("Promissory Note"), in the amount of Five Hundred Ninety-Four
Thousand One Hundred Twenty-Five Dollars ($594,125) in the form
attached hereto and incorporated herein as Exhibit "B."
3. Grant of Security Interest.
(A) Grant
To secure the Purchaser's prompt, punctual, and faithful performance of
all of the Purchaser's liabilities as set forth in paragraph 2(B)
herein, the Purchaser hereby grants to the Seller a continuing security
interest in and to, and pledges to the Seller, pursuant to the Stock
Pledge Agreement (the "Stock Pledge Agreement") attached and
incorporated herein by reference as Exhibit "C", the following
(hereinafter the "Collateral"):
All rights, title and interest in Nine Hundred Seventy-Nine
Thousand Six Hundred Ninety-Three (979,693) Shares of
common stock of Computer Science Innovations, Inc. Said
Collateral pledged to the Seller consists only of the
number of shares of Company Stock purchased in
consideration for the Promissory Note.
The Collateral shall be held in escrow, pursuant to the terms and
conditions of an Escrow Agreement (the "Escrow Agreement"), attached
and incorporated herein by reference as Exhibit "D."
(B) Duration of Security Interest
Upon each repayment of the principal of the loan, an amount of shares
of Company Stock having a value equal to the amount of such repayment
shall be released from the lien of the Stock Pledge Agreement and
delivered to Purchaser, all as provided therein. Except as aforesaid,
the grant of the security interest shall continue in full force and
effect until all liabilities of the Promissory Note are paid in full.
(C) Guarantee
As additional security to secure the Purchaser's prompt, punctual, and
faithful performance herein, the Company agrees to guarantee to the
Seller the performance and prompt payment to the Seller, when due, of
every obligation that Purchaser is or shall become liable to the Seller
for, in connection with this Agreement or the Promissory Note between
Seller and Purchaser of even date herewith. The Guarantee (the
"Guarantee") shall be in the form attached hereto and incorporated
herein as Exhibit "E."
4. Closing; Effective Date.
The closing of this transaction ("Closing") shall take place on or
before November 1, 1997, at the office of Xxxxxxx & Wattwood, P.A., in
Melbourne, Florida, or at such other place and time as may be agreed
upon by the parties hereto ("Closing Date"). The transfer of the
Company Stock and the control of the Company shall be deemed to have
taken place Closing (the "Effective Date").
5. Representations and Warranties of Seller.
The Seller hereby represents and warrants to Purchaser that as of the
date hereof and as of the Effective Date:
(A) Authorization.
Seller has all necessary corporate power and authority to enter into
this Agreement, the Stock Pledge Agreement,, the Escrow Agreement, the
Subordination Agreement and the Indemnification Agreement (the
"Indemnification Agreement"), of even date herewith, with the Company
(collectively, the "Seller Agreements") and has taken all corporate
action necessary to authorize the execution and delivery of each such
agreement and to perform its obligations under each such Agreement.
This Agreement has been duly executed and delivered by Seller.
(B) The Stock.
Seller owns of record and beneficially all of the Company Stock free
and clear of all liens, claims or encumbrances, other than the lien of
the Company under that certain Stock Pledge Agreement of February 18,
1997 (the "Existing Pledge Agreement") by and between Xxxxxx and the
Company, including, without limitation, any agreement, understanding or
restriction affecting the voting rights or other incidents of record or
beneficial ownership pertaining to the Company Stock. Except for the
Existing Pledge Agreement, there are no restrictions upon the voting or
transfer of any shares of the Company Stock pursuant to agreement or
other instrument to which the Seller is a party or by which the Seller
is bound. Upon consummation of the transactions contemplated by this
Agreement, including the, release of the lien of the Company under the
Existing Pledge Agreement as provided in Section 9 hereof, which shall
be deemed to occur simultaneously with the sale of the Company Stock
hereunder, Seller will sell to Purchaser the Company Stock, free and
clear of all liens including the lien of the Company under the Existing
Pledge Agreement.
(C) Enforceability.
Assuming the due execution and delivery of the Seller Agreements by the
other parties thereto, each Seller Agreement is a legal, valid and
binding obligation of Seller, enforceable against Seller in accordance
with its terms.
(D) No Conflict or Violation.
None of the execution and delivery of this Agreement or any other
Seller Agreement nor the consummation of the transactions contemplated
hereby or thereby will result in (a) a violation of or a conflict with
any provision of the Certificate of Incorporation or Bylaws of Seller,
(b) a breach of, a default under, or a right to accelerate with respect
to, any agreement or instrument to which Seller is a party or is
subject or by which Seller or its assets are bound, other than the
Existing Pledge Agreement, or (c) a violation by Seller of any statute,
rule, regulation, ordinance, code, order, judgment, writ, injunction,
decree or award.
(F) Consents and Approvals.
No consent, approval, authorization or other action by, or filing with
or notification to, any governmental or regulatory authority or other
third party is required to be made or obtained by Seller on or prior to
the Closing Date in connection with the execution, delivery and
performance of or any other Seller Agreement and the consummation of
the transactions contemplated hereby or thereby other than the consent
of the Company under the Existing Pledge Agreement.
(F) No Broker or Finder.
No broker's, finder's or any similar fee shall be incurred by, or on
behalf of, Seller in connection with the origin, negotiation, execution
or performance of this Agreement or the transactions contemplated
hereby.
(G) Survival.
All representations and Warranties of Seller shall survive the Closing.
6. Representations and Warranties of Purchaser.
The Purchaser hereby represents and warrants to Seller that as of the
date hereof and as of the Effective Date:
(A) Organization.
Purchaser is an Employee Stock Ownership Plan within the meaning of
Section 4975(c)(7) of the Internal Revenue Code of 1986, as amended
(the "Code"), and is duty organized and existing and in good standing
under the laws of the State of Florida and under all applicable Federal
law, rules and regulations, including, but not limited to, the Employee
Retirement income Security Act of 1974, and as amended ("ERISA").
Without limiting the foregoing, Purchaser is qualified under Section
401(a) of the Code and tax-exempt under Section 501(a) of the Code and
Purchaser complies with all requirements of Section 4975(e)(7) of the
Code, including the applicable provisions of Section 409 of the Code.
(B) Authorization.
Purchaser has all necessary power and authority to enter into this
Agreement, the Promissory Note, the Stock Pledge Agreement, and the
Escrow Agreement (collectively, the "Purchaser Agreements"), and has
taken all action necessary to authorize the execution and delivery
hereof and to perform its obligations hereunder and under each such
agreement and instrument. This Agreement has been duly executed and
delivered by Purchaser.
(C) Bank Commitment.
Purchaser has received an official commitment of SunTrust Bank, Central
Florida, NA. ("Lender"), a true, complete and correct copy of which has
been provided to Seller, to provide credit for the purchase of the
Stock hereunder and for other purposes. Simultaneously with the
execution and delivery of this Agreement, Purchaser is entering into
that certain Loan Modification Agreement, dated as of November 1, 1997
(together with the agreements, documents and instruments referred to
therein, the "Credit Agreement"), with Lender, a true, complete and
correct copy of which also has been provided to Seller, setting forth
the definitive terms of such credit. Such credit, together with other
funds available to Purchaser, will be sufficient to enable Purchaser to
purchase the Stock and to perform its other obligations hereunder.
(D) Enforceability.
Assuming the due execution and delivery of the Purchaser Agreements by
the other parties thereto, each Purchaser Agreement is a legal, valid
and binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms.
(E) No Conflict or Violation.
None of the execution and delivery of this Agreement or any other
Purchaser Agreement, nor the consummation of the transactions
contemplated hereby or thereby will result in (a) a violation of or a
conflict with any provision of the plan of the Purchaser or its other
constituent documents, (b) a breach of, a default under, or a right to
accelerate with respect to, any agreement or instrument to which
Purchaser is a party or is subject or by which Purchaser or its assets
are bound, including without limitation the Credit Agreement, (c) a
violation by Purchaser of any statute, rule, regulation, ordinance,
code, order, judgment, writ, injunction, decree or award.
(F) Compliance with Code.
The purchase of the Stock by Purchaser complies with Section
4975(d)(13) of the Code and all loans made to Purchaser to finance such
said purchase comply with Section 4975(d)(3) of the Code and the
regulations issued thereunder.
(G) Consents and Approvals.
No consent, approval, authorization or other action by, or filing with
or notification to, any governmental or regulatory authority or other
third party is required to be made or obtained by Purchaser on or prior
to the Closing Date in connection with the execution, delivery and
performance of this Agreement or any other Purchaser Agreement and the
consummation of the transactions contemplated hereby or thereby.
(H) Solvency.
On the Closing Date, after giving effect to the consummation of- t-he
transactions contemplated hereunder, including without limitation the
issuance by the Company of the Guaranty and the guaranty of the
indebtedness of the Purchaser to Seller, (i) the Company will not have,
as of such date, an unreasonably small amount of working capital with
which to conduct its business, and (ii) the Company, according to
Company projections, will be able to pay it debts as they mature. For
purposes of this Section H, "debt" means "liability on a claim" and
"claim" means (i) any right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, and (ii) a right to an equitable remedy for breach of
performance if such breach gives rise to a right to payment, whether or
not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured or unmatured, disputed, undisputed, secured or
unsecured.
(I) Sufficiency of Tax Deductible Contributions.
The Company has previously provided to Seller a schedule of projected
earnings, incorporating projected payroll and proposed ESOP
contributions. The tax-deductible contributions set forth in said
schedule will be sufficient to enable Purchaser to make all payments of
principal of and interest on the Promissory Note and its indebtedness
to the Lender as and when the same are due and payable.
(J) Access to Information; Investment Intent; Restricted Securities.
Purchaser is a sophisticated investor, has had the opportunity to
obtain from Seller and the Company such information regarding Seller,
the Company and the Company's business as it has deemed material to the
purchase of the Company Stock, and is purchasing the Company Stock for
its own account with investment intent and not with a view to or for
resale in connection with any distribution thereof. Purchaser will not
offer or sell the Company Stock except in compliance, with the
Securities Act of 1933, as amended, and any applicable state securities
laws, or pursuant to exemptions therefrom.
(K) No Broker or Finder.
No broker's, finder's or any similar fee shall be incurred by, or on
behalf of, Purchaser in connection with the origin, negotiation,
execution or performance of this Agreement or the transactions
contemplated hereby.
(L) Survival.
All representations and warranties of Purchaser shall survive the
Closing.
7. Representations and Warranties of Company.
The Company hereby represents and warrants to Seller and Purchaser that
as of the date hereof and as of the Effective Date:
(A) Organization.
The Company is a corporation duly organized and existing in good
standing under the laws of the State of Florida.
(B) Authorization.
The Company has all necessary corporate power and authority to enter
into this Agreement, the Guarantee, the Escrow Agreement and the
Indemnification Agreement (collectively, the "Company Agreements") and
has taken all action necessary to authorize the execution and delivery
of each such agreement and to perform its obligations hereunder and
thereunder. Each Company Agreement has been duly executed and delivered
by the Company.
(C) Capitalization.
The issued stock of the Company consists solely of 3,538,984 shares of
common stock $.01 par value. Of said sum, 1,459,889 shares are Class A,
Voting Common, and 2,079,095 shares are Class B, Non-Voting Common. All
of the issued shares of are validly issued, fully paid and
non-assessable. There are no existing options, warrants, calls,
preemptive rights, or commitments of any kind relating to the
authorized and unissued stock of the Company.
(D) Enforceability.
Assuming the due execution and delivery of the Company Agreements by
each of the other parties thereto, each Company Agreement is a legal,
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.
(E) No Conflict or Violation.
None of the execution and delivery of this Agreement or any other of
the Company Agreements nor the consummation of the transactions
contemplated hereby or thereby will result in (a) a violation of or a
conflict with any provision of the Certificate of Incorporation or
Bylaws, (b) a breach of, a default under, or a right to accelerate with
respect to, any agreement or instrument to which the Company is a party
or is subject or by which Company or its assets are bound, including
without limitation, the guaranty of Purchasers indebtedness to Lender
(the "Unlimited Continuing Guaranty Agreement") of even date hereof, or
(c) a violation by the Company of any statute, rule, regulation,
ordinance, code, order, judgment, writ, injunction, decree or award.
(F) Consents and Approvals.
No consent, approval, authorization or other action by, or filing with
or notification to, any governmental or regulatory authority or other
third party is required to be made or obtained by the Company on or
prior to the Closing Date in connection with the execution, delivery
and performance of this Agreement or any other Company Agreement and
the consummation of the transactions contemplated hereby or thereby,
except for the rights of minority shareholders under Florida law, which
will be timely complied with by November 10, 1997, or sooner.
(G) No Broker or Finder.
No broker's, finder's or any similar fee shall be incurred by, or on
behalf of, the Company in connection with the origin, negotiation,
execution or performance of this Agreement or the transactions
contemplated hereby.
(H) Survival.
All representations and warranties of the Company shall survive the
Closing.
8. Covenants of Company.
Dissenters' Rights. Company agrees to take all actions necessary to
provide notice to all Class A, Voting common shares that the Articles
of Incorporation have been amended simultaneously herewith as required
by Florida Statutes, Chapter 607. Additionally, in the event any
holders of Class A, Voting Common shares exercise their dissenter
rights ("Dissent Rights"), the Company shall take all actions necessary
to pay the dissenting shareholder the fair value of the shares.
9. Prior Relationship of Ashton to Company.
Both parties acknowledge and agree that in addition to an existing
shareholder, parent-subsidiary relationship, Ashton and Company have
previously negotiated and executed a Short-Term Loan Agreement,
Promissory Note, Stock Pledge Agreement and Escrow Agreement, effective
February 18, 1997 (collectively "Short-Term Loan Documents").
Ashton agrees to, simultaneously with the Closing, pay Company the sum
of Five Hundred Twenty-Eight Thousand Eight Hundred and Seventy-Five
Dollars ($528,875) in full satisfaction of its obligations under the
terms of said Short-Term Loan Documents.
Upon receipt of said sum, the Company releases and forever discharges
Ashton of its obligations under the terms of the Short-Term Loan
Documents, which without any further action by the parties (including
the Escrow Agent thereunder) shall be terminated and deemed to be of in
further force and effect.
Additionally, Ashton and Company acknowledge that they are bound by
that certain Tax Allocation Agreement ("Tax Agreement"), dated March
27, 1997, attached and incorporated herein by reference as Exhibit "F".
Ashton and Company specifically agree that simultaneously with the
other transactions hereunder, and without further actions by the
parties thereto, the Tax Agreement shall be terminated as of the
Effective Date. Notwithstanding the above, Ashton and Company shall
comply with and fulfill all of their obligations of the Tax Agreement
related to tax matters occurring on or before the Effective Date.
10. Conditions Precedent to Closing.
(A) Seller's obligations under Section 1 hereof shall be subject to
the fulfillment to Seller's reasonable satisfaction prior to or at the
Closing of the following conditions:
(i) The following transactions shall have been consummated and
deliveries shall have been made, in each case in a manner reasonably
satisfactory to Seller:
(a) Purchaser shall have paid to Seller the amount specified in
Section 2.
(b) Purchaser shall have duly made and delivered to Seller the
Promissory Note.
(c) Purchaser shall have duly executed and delivered to this
Agreement, the Escrow Agreement, and the Pledge. Agreement and shall
have delivered to the Escrow Agent ("Escrow Agent") the Pledged Shares
(as defined in the Pledge Agreement) together with duly executed stock
powers.
(d) The Company shall have duly executed and delivered to Seller
this Agreement, the Escrow Agreement and the Guarantee and shall have
returned to Seller the Existing Promissory Note, marked and
acknowledged by the Company to have been "paid in full."
(e) Seller shall have received a certificate of an authorized
officer of each of Purchaser and the Company, dated the Closing Date,
certifying that the conditions specified in this Section 10(A) have
been fulfilled.
(ii) Seller shall have received an opinion reasonably
satisfactory to Seller, dated the Closing Date, from counsel to the
Purchaser and the Company, covering the sale of the Company Stock, and
such other matters thereto and hereto as Seller shall reasonably
require and otherwise in form and substance (including any limitations
and qualifications) reasonably satisfactory to Seller and its counsel.
(iii) All proceedings and documents in connection with or
incidental to the sale of the company Stock shall be reasonably
satisfactory to Seller and Seller's counsel, and Seller and Seller's
counsel shall have received all such counterpart originals or copies
of such documents as it or they may reasonably request.
(iv) The representations and warranties made by each of Purchaser
and the Company herein and in the Pledge Agreement and the Guaranty
Agreement shall be correct in all material respects at and as of the
time of the Closing.
(v) Each of Purchaser and the Company shall have, performed all
of the agreements and complied with all conditions contained herein
and in the Pledge Agreement and the Guaranty Agreement, in each case
required Eo be performed or complied with by it prior to or at the
Closing, and at the time of the closing no default under any of the
foregoing shall exist.
(B) Purchaser's obligations under Section 2 hereof shall be subject to
the fulfillment to Purchaser's reasonable satisfaction prior to or at
the Closing of the following conditions:
(i) The following transactions shall have been consummated and
deliveries shall have been made, in each case in a manner reasonably
satisfactory to Purchaser:
(a) Seller, in its role as majority shareholder of Company, shall have
taken all action reasonably proposed or requested by the Company, to
convert all of Company's Class B, Non-Voting Shares into Class A,
Voting Common Shares, on a one basis.
(b) Seller shall have duly delivered to Purchaser the Company Stock
together with duly executed stock powers.
(c) Seller shall have duly executed and delivered to Purchaser this
Agreement and the Pledge Agreement.
(d) Seller shall have paid to the Company the amount set forth in
Section 9 hereof.
(e) Purchaser shall have received a certificate of an authorized
officer of Seller, dated the Closing Date, certifying that the
conditions specified in this Section 10(B) have been fulfilled.
(ii) All proceedings and documents in connection with or
incidental to the sale of the Company Stock shall be reasonably
satisfactory to Purchaser and Purchaser's counsel, and Seller and
Seller's counsel shall have received all such counterpart originals or
copies of such documents as it or they may reasonably request.
(iii) The representations and warranties made by Seller herein
shall be correct in all material respects at and as of the time of the
Closing.
(iv) Seller shall have performed all of the agreements and
complied with all conditions contained herein, in each case required
to be performed or complied with by it prior to or at the Closing.
11. Cross Indemnification.
(A) Indemnification by Purchaser.
Provided the sale of the Company Stock hereunder is consummated,
Purchaser shah defend, indemnify and hold harmless Seller and its
officers and directors from and against all losses, claims, demands,
causes of action, suits, deficiencies, judgments, debts, liabilities,
damages and expenses (including reasonable attorneys' fees) resulting
from any misrepresentations, breaches of warranty or nonfulfillment of
any condition or obligation on the part of Purchaser under this
Agreement.
(B) Indemnification by Seller.
Provided the sale of the Company Stock hereunder is consummated, Seller
agrees to defend, indemnify and hold harmless Purchaser and the Company
and the officers and directors of each of them from and against all
losses, claims, demands, causes of actions, deficiencies, suits,
judgments, debts, liabilities, damages and expenses (including
reasonable attorneys' fees) resulting from any misrepresentations,
breaches of warranty or nonfulfillment of any condition or obligation
on the part of Seller under this Agreement.
(C) Indemnification by the Company.
Provided the sale of the Company Stock hereunder is consummated, the
Company agrees to defend, indemnify and hold harmless Purchaser and
Seller and the officers and directors of each of them from and against
all losses, claims, demands, causes of action, deficiencies, suits,
judgments, debts, liabilities, damages and expenses (including
reasonable attorneys' fees) ruling from any misrepresentations,
breaches of warranty or nonfulfillment of any condition or obligation
on the part of the Company under this Agreement.
12. Miscellaneous.
(A) Expenses.
Purchaser, Seller and Company shall each pay their own expenses
incidental to the negotiation, preparation and performance of this
Agreement and the transactions contemplated hereunder, whether or not
such transactions are consummated.
(B) Exhibits and Schedules; Entire Agreement.
All Exhibits and Schedules hereto are incorporated herein by reference
and made a part hereof. This Agreement constitutes the entire agreement
concerning the subject matter hereof. No modification or waiver hereof
shall be binding upon any party unless in writing and signed by or an
behalf of the party against which the modification or waiver is
asserted.
(C) Notices.
Any notice hereunder shall be deemed to be duly given if sent by
prepaid first class registered mail to:
(i) Purchaser at:
Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx,
as Trustee of the Trust Created by the
Computer Science Innovations, Inc.
Leveraged ESOP
0000 Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000-0000
Copy to:
Xxxxxxx & Wattwood, P.A.
Attention: Xxxxx X. Xxxxxxx, Esquire
Xxxxxx X. Xxxxxx, Esquire
0000 X. Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
(ii) Seller at:
Ashton Technology Group, Inc.
Xxxxxxx X. Xxxxxxxxxxx, President and CEO
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Copy to:
Cadwalader, Xxxxxxxxxx & Xxxx
Attention: Xxxxxx Xxxxx, Esq.
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000X
or to such place as any party wishing to change its address may from time to
time designate in writing.
(D) Governing Law.
This Agreement shall be construed under and governed by the laws of the
State of Florida.
(E) Successors and Assigns; Other Parties.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns, heirs, and
personal representatives. Except as specifically provided elsewhere
herein, nothing herein shall entitle any person other than the parties
hereto and their respective successors, assigns, heirs and personal
representatives, to any claim, cause of action, remedy or right of any
kind.
(F) Further Assurances.
At any time from time to time after the Closing, the parties shall
execute and deliver such other instruments and take such other action
as may be reasonably required to accomplish the transactions
contemplated by this Agreement.
(G) Resignations.
At the Closing, the Company shall receive the resignations of all its
directors effective as of the Closing.
(H) Counterparts.
This Agreement may be executed in two or more counterparts, any or all
of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date and year first above written.
Attest: THE ASHTON TECHNOLOGY GROUP, INC.
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Xxxx X. Xxxxx (Name) Xxxxxxx X. Xxxxxxxxxxx (Name)
Secretary (Title) President (Title)
XXXXXX X. XXXXXXXX AND XXXXXXX X. XXXXXXXX,
AS TRUSTEES OF THE TRUST CREATED BY THE
COMPUTER SCIENCE INNOVATIONS, INC., LEVERAGED ESOP
By: /s/
Xxxxxx X. Xxxxxxxx, as Trustee
By: /s/
Xxxxxxx X. Xxxxxxxx, as Trustee
"CSI Leveraged ESOP" or "Purchaser"
Attest: COMPUTER SCIENCE INNOVATIONS, INC.
/s/
(Name) By: /s/
(Title) Xxxxxx X. Xxxxxxxx, President
(SEAL)
"Company"
