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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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I have had a request to purchase my shares in System Pros which

Resolved Question:

I have had a request to purchase my shares in System Pros which was part of the Sun Biometric scam some years ago. It says it is a Escrow Agreement to which Alliance Private Equity LLP purchased a certain amount of shares in System Pros Is i wise to sigh the Payment settlement agreement and mutual releases they have sent me
Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.

Alex Watts :

Hello my name is XXXXX XXXXX I will help you with this. Please note that I am a working Solicitor and may be on and offline as I have to attend Court and meet with clients, even at weekends. As such you may not get an instant response when you reply as this is not an ‘on demand’ live service, but rest assured I will be giving your question my immediate attention upon return. There is no need to wait here, you will get an email when I reply.

Alex Watts :

Are you being asked to pay any fees please?

Customer:

Not that I can see

Customer:

Can I forward you the email I have had from them

Alex Watts :

Of course

Alex Watts :

Copy it here if you wish

Customer:

PAYMENT SETTLEMENT AGREEMENT AND MUTUAL RELEASES
This Payment Settlement Agreement (this "Agreement") is entered into this April 7, 2014, effective as of the date hereof (the
"Effective Date") by and between Sheila Rosemary Heath, a resident of the United Kingdom ("Shareholder"), and Alliance
Private Equity LLP, a New York, NY corporation ("Alliance Private Equity LLP" and together with Sheila Rosemary Heath
collectively referred to herein as the "Parties").
RECITALS
A. The Parties entered into an Private Stock Purchase an Escrow Agreement on March 28, 2014 pursuant to which
Alliance Private Equity LLP purchased a certain amount of shares in System Pros from Sheila Rosemary Heath (the "PSPA").
B. Pursuant to Article 1 of the PSPA, Alliance Private Equity LLP agreed to pay to Sheila Rosemary Heath a certain
Payout for shares Sheila Rosemary Heath holds in System Pros.
C. $139,050.00 as the total payout have been accepted by Sheila Rosemary Heath and will be paid by Alliance Private
Equity LLP to Sheila Rosemary Heath within 5 (five) business days.
D. Subject to the terms and conditions set forth in this Agreement, Alliance Private Equity LLP has agreed to pay to Sheila
Rosemary Heath the amount of $139,050.00, which amount, by agreement of the Parties hereunder, will constitute full payment
of the Payout obligation set forth in the PSPA, including all past, present and future payment obligations.
E. Additionally, the Parties have agreed to provide certain releases and covenants in regards XXXXX XXXXX shares held by Sheila
Rosemary Heath.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows.
ARTICLE I
PAYMENT OBLIGATION OF Alliance Private Equity LLP
Coincident with the execution and delivery of this Agreement, Alliance Private Equity LLP will pay to Sheila
Rosemary Heath the amount of $139,050.00 by wire transfer of immediately available funds to the following bank account of
Sheila Rosemary Heath:
Bank Institution's Name: _____________________________________
Bank Institution’s Address: ____________________________________________________________
SWIFT: _______________________
Account Holder's Name: _____________________________________
Account #: _______________________
Account Holder's Address: ____________________________________________________________
The Parties acknowledge and agree that such wire transfer will constitute full payment and complete satisfaction of the
Aggregate Earn-Out payment obligation of Alliance Private Equity LLP set forth in the PSPA, including all past, present and
future Aggregate Earn-out payment obligations.
ARTICLE II
COVENANTS NOT TO SUE
Section 2.1 Covenant Not to Sue by Sheila Rosemary Heath. Sheila Rosemary Heath further covenants and agrees not to sue or
maintain any claim, demand, action or cause of action against the Alliance Private Equity LLP Released Parties on any and all
claims, demands, actions and causes of action of any kind or nature whatsoever, known or unknown, developed or undeveloped,
foreseen or unforeseen, matured or unmatured, concealed or unconcealed, which Sheila Rosemary Heath has, might have or
might claim to have against the Alliance Private Equity LLP Released Parties with respect to the subject of the release granted
in Section 2.1 hereof.
Section 2.2 Covenant Not to Sue by Alliance Private Equity LLP. Alliance Private Equity LLP further covenants and agrees not
to sue or maintain any claim, demand, action or cause of action against the Sheila Rosemary Heath Released Parties on any and
all claims, demands, actions and causes of action of any kind or nature whatsoever, known or unknown, developed or
undeveloped, foreseen or unforeseen, matured or unmatured, concealed or unconcealed, which Alliance Private Equity LLP has,
might have or might claim to have against the Sheila Rosemary Heath Released Parties with respect to the subject of the release
granted in Section 2.2 hereof.
ARTICLE III
OTHER AGREEMENTS
The Parties acknowledge and agree that (a) there are agreements between the parties contained in the PSPA that are
unrelated to the Payout, including without limitation, the respective indemnification obligations of the Parties and the noncompetition
and related agreements of Sheila Rosemary Heath and (b) the Parties are parties to agreements other than the PSPA
that are not related to the Payout, and nothing contained in this Agreement will alter or otherwise affect any of the obligations of
either Party under the PSPA or any other agreement between the parties except for the obligations relating to payment of the
Payout.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Representations and Warranties. Each Party warrants and represents that:
(a) it is entering into this Agreement freely and voluntarily without coercion or undue influence;
(b) it fully understands the terms and conditions of this Agreement;
(c) it has the authority to enter into this Agreement;
(d) entry into this Agreement will not violate or breach any agreement to which the representing Party is a party, including
without limitation, any loan agreement; and
(e) the wording of this Agreement is the product of joint cooperation, collaboration, and negotiation between the Parties.
Section 4.2 Amendments. This Agreement may not be modified or amended except by a written agreement signed by the
Parties.
Section 4.3 Severability. In the event that any provision of this Agreement should be held to be unenforceable or invalid for any
reason, such provision shall be modified or deleted in such a manner so as to make this Agreement as modified legal and
enforceable to the fullest extent permitted under applicable laws.
Section 4.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes and cancels any prior agreement, express or implied, oral or written, entered into by and between
the Parties as well as any prior communications, written or oral, between the Parties hereto, in each case regarding the subject
matter herein.
Section 4.5 Governing Law. This Agreement will be governed by and interpreted and enforced in accordance with the laws of
New York, NY, without giving effect to any choice of law or conflict of law rules or provisions (whether of New York, NY or
any other jurisdiction) that would cause the application of the laws of any other jurisdictions other than the New York, NY.
Section 4.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same
agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
[SIGNATURES TO THE PAYMENT SETTLEMENT AGREEMENT ]
"Sheila Rosemary Heath"
/s/ Sheila Rosemary Heath
______________________________________
Sheila Rosemary Heath
Shareholder
"Alliance Private Equity LLP"
Alliance PrivaStete Equity LLP,
/s/ XXXXX XXXXX
_____________________________________
Name: XXXXX XXXXX
Title: CEO

Customer:

PRIVATE STOCK PURCHASE AND ESCROW AGREEMENT
THIS PRIVATE STOCK PURCHASE AND ESCROW AGREEMENT (this “Agreement”) is made as of Friday, March 28,
2014, by and among Mr. Sheila Rosemary Heath (the “Seller”), a citizen of United Kingdom residing at
_______________________________________________________________________________________________________
_________________________________________________________________________, Alliance Private Equity PLC
(“PURCHASER”), a Atlanta, GA corporation having offices atXXXXX Northeast, Atlanta, Georgia, 30303 and
Office of Financial Affairs, the Government appointed Regulatory Entity (the “Regulator”) having offices atXXXXXbr/>Northwest, Washington, District of Columbia 20005 United States.
W I T N E S S E T H:
WHEREAS, the Purchaser shall be purchasing from the Seller 15,000 shares (the “Shares”) of the common stock of System
Pros at a per share purchase price which shall be $9.27 per share (“Purchase Price”) for a total of US$One Hundred thirty Nine
Thousand Fifty US Dollars and no cents (write in numbers);
WHEREAS, it is intended that the transfer of the Shares be consummated in accordance with the requirements of Sections 4(1)
of the Securities Act of 1933, as amended (“1933 Act”); and
WHEREAS, the Seller and the Purchasers have requested that the Regulator holds the Purchase Price in escrow with respect to
the settlement of the Shares until the Regulator has received all items required hereunder from the Seller and the Purchase.
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the
parties agree as follows:
ARTICLE 1
PURCHASE AND SALE OF SHARES
1.1 Purchase of Shares. The Seller hereby sells and delivers to the Purchaser, and Purchaser agrees to purchase from the Seller,
in the aggregate, the Shares in consideration of, in the aggregate, $One Hundred thirty Nine Thousand Fifty US Dollars and no
cents , payable to the Seller (the “Purchase Price”), for a per share purchase price of $9.27.
1.2 Closing. The Purchaser shall purchase the number of the Shares set forth below such Purchaser’s signature page hereto next
to the heading “Shares” for the Purchase Price set forth below such Purchaser’s signature page hereto next to the heading
“Purchase Price”. The closing of the purchase and sale of the Shares (the “Closing”) shall occur pursuant to the terms of Article
4 set forth herein as promptly as practicable after the date hereof but in no event later than Monday, April 7, 2014 Mr. Sheila
Rosemary Heath shall not be obligated to close this transaction.
1.3 Termination. This Agreement may be terminated by the Seller or any Purchaser, as to such Purchaser’s obligations only,
without any effect whatsoever on the obligations between the Seller and the other Purchasers, by written notice to the other
parties, if the Closing has not been consummated ; provided, however, that no such termination will affect the right of any party
to sue for any breach by the other party (or parties).
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 Each Purchaser, severally and not jointly with the other Purchasers, represents and warrants to Seller that:
a. Accredited Purchaser. Such Purchaser represents that it is an “Accredited Investor” as defined in Regulation D under the
1933 Act. Such Purchaser is purchasing the Shares for its own account and not with a view toward resale in connection with
the public sale or distribution thereof; provided, however, that by making the representations herein, such Purchaser does not
agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any
Page 1 / 6
PRIVATE STOCK PURCHASE AND ESCROW AGREEMENT
time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and applicable state
securities laws.
b. Reliance on Exemptions. Such Purchaser understands that the Shares are being offered and sold to it in reliance upon
specific exemptions from the registration requirements of United States federal and state securities laws and that the Seller is
relying upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such
exemptions and the eligibility of the Purchaser to acquire the Shares.
c. Affiliate Status. Such Purchaser is not, and has not for in excess of ninety (90) days been, and subsequent to the date
hereof will not be, an “Affiliate” of the Seller or the Issuer, as that term is defined by Rule 144 of the 1933 Act. Each
Purchaser is not acting in concert with any other person in a manner that would require their sales of securities to be
aggregated for purposes of Rule 144 or would cause such Purchaser to be considered an “Underwriter” as that term is
defined by Section 2 of the 1933 Act.
d. Information. Such Purchaser and its advisers, if any, have been furnished with all materials relating to the business,
finances and operations of the Issuer and materials relating to the offer and sale of the Shares which have been requested by
such Purchaser or its advisors. Neither such inquiries nor any other due diligence investigation conducted by such Purchaser
or any of its advisers or representatives shall modify, amend nor affect such Purchaser’s right to rely on Seller’s
representations and warranties contained in Section 3 below. Purchaser understands that its investment in the Shares involves
a significant degree of risk.
e. Governmental Review. Such Purchaser understands that no United States federal or state agency or any other government
or governmental agency has passed upon or made any recommendation or endorsement of the Shares.
f. Authorization; Enforcement. This Agreement has been duly and validly authorized by such Purchaser. This Agreement has
been duly executed and delivered on behalf of such Purchaser, and this Agreement constitutes a valid and binding agreement
of such Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors’ rights and remedies or by other equitable principles of general application.
2.2 The Seller represents and warrants to each Purchaser that:
a. Authorization; Enforcement. (i) Seller has all requisite corporate power and authority to enter into and perform this
Agreement and to consummate the transactions contemplated hereby and to sell the Shares, in accordance with the terms
hereof, (ii) the execution and delivery of this Agreement by the Seller and the consummation by it of the transactions
contemplated hereby (including without limitation, the sale of the Shares to each Purchaser) have been duly authorized by
the Seller and no further consent or authorization of the Seller or its members is required, (iii) this Agreement has been duly
executed and delivered by the Seller, and (iv) this Agreement constitutes a legal, valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors’ rights and remedies or by other equitable principles of general application.
b. Title; Rule 144 Matters. Mr. Sheila Rosemary Heath manages the Shares for Alliance Private Equity PLC and aside from
this, the Seller has good and marketable title to the Shares, free and clear of all liens, warrants and other derivatives, pledges
and other legal or third party encumbrances of any kind. The Seller has been the legal owner of the Shares continuously ever
since.
c. Regulation S Restrictions. The Seller understands that the Shares are being offered in reliance to a restriction from the
registration requirements of United States federal and state securities laws under Regulation S promulgated under the
Securities Act of 1933, as amended (“Securities Act”) and that the Seller is obligated to remove any Reg-S 144 restrictions
prior to conducting the sale through a Government regulated and appointed Transfer Agent.
ci.
Page 2 / 6
PRIVATE STOCK PURCHASE AND ESCROW AGREEMENT
d. Non-Retention of Interests. Following closing of the sale of the Shares hereunder, and the sale of the securities described
in that certain Stock Purchase Agreement among Mr. Sheila Rosemary Heath, Alliance Private Equity PLC and the
Company, dated on or about the date hereof, Mr. Sheila Rosemary Heath will not own any securities of the Company.
ARTICLE 3
COVENANT
3.1 Best Efforts. The parties shall use their best efforts to satisfy timely their respective obligations described in this Agreement.
ARTICLE 4
TERMS OF THE ESCROW
4.1 The parties hereby agree to appoint a bank account with the Regulator whereby the Regulator shall hold the Purchase Price
for the purchase of the Shares as contemplated hereunder.
4.2 Purchaser wired its Purchase Price to the wire instructions set forth in Section 4.4.
4.3 Upon the Regulator’s receipt of executed counterpart signature pages of this Agreement by each of the Seller and the
Purchaser, the Regulator shall notify the Seller in writing of receipt of such Purchase Price, the name of the Purchaser and the
amount received.
4.4 Wire transfers to the Regulator have been made as follows:
U.S. Central Bank Federal Reserve
Washington, DC
ABA Number: XXXXXXXXX br/>Account Name: Alliance Private Equity PLC Account (ALPEA)
Account Number: XXXXXXXXXX br/>Attn: David Morgen
4.5 Upon written notice from the Regulator, the Seller shall cause to be delivered to each Purchaser a copy of the certificates
representing the Shares purchased by the Purchaser.
4.6 In the event that the copies are not in the Regulator’s possession within seven (7) business days of the Regulator notifying
the Seller that the Regulator has custody of a Purchaser’s Purchase Price, then such Purchaser shall have the right to demand the
return of their/its Purchase Price.
4.7 Upon delivery of the copies of the certificates representing the Shares to each Purchaser, the Regulator shall wire the Seller
such Purchaser’s Purchase Price pursuant to the wire instructions set forth on the signature pages hereto.
ARTICLE 5
MISCELLANEOUS
5.1 No waiver or any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any
obligation or act shall be deemed an extension of the time for performance of any other obligation or act.
5.2 Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing
Page 3 / 6
PRIVATE STOCK PURCHASE AND ESCROW AGREEMENT
and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number set forth on the signature pages attached hereto or via e-mail to the e-mail
address set forth on the signature pages attached hereto prior to 5:30 p.m. (Atlanta, GA time) on such business day, (b) the next
business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Atlanta, GA time) on
any business day, (c) the 2nd business day following the date of mailing, if sent by U.S. nationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and
communications shall be as set forth on the signature pages attached hereto.
5.3 This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the
parties hereto.
5.4 This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to
be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.
5.5 Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the
feminine. Unless otherwise indicated, all references to Articles are to this Agreement. This Agreement shall not be construed as
if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all
references to Articles are to this Agreement.
5.6 All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of Atlanta, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of
Atlanta, GA. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City
of Atlanta, GA for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or
inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to
a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
5.7 The Regulator’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Seller, each
Purchaser and the Regulator.
5.8 The Regulator shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and
shall be protected in relying or refraining from acting on any instrument reasonably believed by the Regulator to be genuine and
to have been signed or presented by the proper party or parties. The Regulator shall not be personally liable for any act the
Regulator may do or omit to do hereunder as the Regulator while acting in good faith, and any act done or omitted by the
Regulator pursuant to the advice of the Regulator’s attorneys-at-law shall be conclusive evidence of such good faith.
Specifically, and without limitation, the Regulator shall have no responsibility or liability with respect to any actions or inaction
by the Issuer’s transfer agent following the Regulator’s delivery of the Seller’s stock certificate, stock power and opinion of
counsel of the Purchasers.
5.9 The Regulator is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any
other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with
Page 4 / 6
PRIVATE STOCK PURCHASE AND ESCROW AGREEMENT
and obey orders, judgments or decrees of any court. In case the Regulator obeys or complies with any such order, judgment or
decree, the Regulator shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such
decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
5.10 The Regulator shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or
delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for thereunder.
5.11 The Regulator shall be entitled to employ such legal counsel and other experts as the Regulator may deem necessary
properly to advise the Regulator in connection with the Regulator’s duties hereunder, may rely upon the advice of such counsel,
and may pay such counsel reasonable compensation therefor which shall be paid by the Escrow Agreement. The Regulator has
acted as legal counsel for the Issuer, and may continue to act as legal counsel to the Issuer, from time to time, notwithstanding
its duties as the Regulator hereunder. The Seller and Purchasers consent to the Regulator in such capacity as legal counsel for
the Issuer and waive any claim that such representation represents a conflict of interest on the part of the Regulator. The Seller
and Purchasers understand that the Regulator is relying explicitly on the foregoing provision in entering into this Agreement.
5.12 The Regulator’s responsibilities as Regulator hereunder shall terminate if the Regulator shall resign by written notice to the
Seller and the Purchasers. In the event of any such resignation, the Purchasers and the Seller shall appoint a successor Regulator.
5.13 If the Regulator reasonably requires other or further instruments in connection with this Agreement or obligations in
respect hereto, the necessary parties hereto shall join in furnishing such instruments.
5.14 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of
possession of the documents or the escrow funds held by the Regulator hereunder, the Regulator is authorized and directed in
the Regulator’s sole discretion (1) to retain in the Regulator’s possession without liability to anyone all or any part of said
documents or the escrow funds until such disputes shall have been settled either by mutual written agreement of the parties
concerned by a final order, decree or judgment or a court of competent jurisdiction after the time for appeal has expired and no
appeal has been perfected, but the Regulator shall be under no duty whatsoever to institute or defend any such proceedings or
(2) to deliver the escrow funds and any other property and documents held by the Regulator hereunder to a state or Federal court
having competent subject matter jurisdiction in accordance with the applicable procedure therefor.
5.15 The Seller and each Purchaser agree jointly and severally to indemnify and hold harmless the Regulator and its partners,
employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating
to the duties or performance of the Regulator hereunder or the transactions contemplated hereby other than any such claim,
liability, cost or expense to the extent the same shall have been determined by final, unappealable judgment of a court of
competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Regulator.
Page 5 / 6
PRIVATE STOCK PURCHASE AND ESCROW AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of Monday, April 7, 2014
_____________________________
By: /s/ Mr. Sheila Rosemary Heath
Name: Mr. Sheila Rosemary Heath
Title:
Information for Notice:
Seller’s Wire Instructions:
See Schedule B Payout Settlement Agreement
Regulator:
By: /s/ David Morgen
Name: David Morgen
Title: Agent
Address for Notice:
Office of Financial Affairs
879 13th Street Northwest, Washington, District of Columbia 20005
Attn: David Morgen
Tel: 001(NNN) NNN-NNNN/ Fax: 001(NNN) NNN-NNNNbr/>E-Mail:[email protected]
IN WITNESS WHEREOF, the undersigned have caused this Private Stock Purchase and Escrow Agreement to be duly executed
by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Alliance Private Equity PLC
Signature of Authorized Signatory of Purchaser:
/s/ XXXXX XXXXX
Name of Authorized Signatory: XXXXX XXXXX
Title of Authorized Signatory: CEO of Alliance Private Equity PLC
Email Address of Purchaser:[email protected]
Address for Notice of Purchaser:
Contact Person: XXXXX XXXXX
Address: c/o Alliance Private Equity PLC,XXXXX Northeast, Atlanta, Georgia, 30303
Phone:(NNN) NNN-NNNNFax:(NNN) NNN-NNNNE-Mail:[email protected]
Address for Delivery of Shares (if different than above): same
Page 6 / 6

Customer: XXXXX Northeast
Atlanta, Georgia, 30303
Phone Number: +1(NNN) NNN-NNNNbr/>Fax number: +1(NNN) NNN-NNNNbr/>www.alliancepe.us
To: XXXXX XXXXX XXXXX
Chairman of the Board, President and Chief Executive Officer
System Pros
Re: Letter of Intent to Acquire System Pros
_________________________________________________________________________
Dear Mr Anderson
We are pleased to indicate the interest of Alliance Private Equity PLC (“Alliance Private Equity PLC” or the
“Buyer”) to acquire all of the stock of System Pros (“System Pros” or the “Company”) as outlined below.
1. Acquisition of Shares/Consideration. Subject to satisfaction of the conditions described in this
letter, at the closing of the acquisition (the “Closing”), the Buyer would acquire all of the stock of
System Pros. Our current contemplation is that this transaction would be structured as an
acquisition (the “Acquisition”) of an acquisition subsidiary of Alliance Private Equity PLC with and
into System Pros, in which the outstanding shares ofthe Company’s Common Stock would be
converted into the right to receive, in cash, consideration equal to an aggregate of US$143.0 million
on a cash-free, debt-free basis, which consideration would be reduced by the amount of accrued
payables to the extent that they have aged beyond 45 days and which would be expressed as a per
share value for purposes of any definitive agreement.
Our valuation of US$143.0 million assumes that the Company is free of all debt,
capital leases, taxes payable, accrued transaction expenses and any amounts due to related
parties. Accordingly, the per share consideration would be appropriately reduced to reflect
any anticipated amounts of these items as of the Closing. Our valuation also assumes that
the Company will have an appropriate amount of working capital at the Closing. In general,
we calculate working capital on a GAAP basis, consistently applied. Assuming that the
Closing were to take place on or about August 31, 2009, our expectation would be that
working capital would be equal to approximately US$2.3 million (this calculation would be
adjusted to exclude the aged payables, which instead deducted from the purchase price
directly as described above). As part of the due diligence process, if Buyer identifies a
category of asset or liability that is appropriate to reflect in the purchase price calculation,
then the consideration payable to the stockholders of the Company (the “Stockholders”) will
be adjusted accordingly. The definitive agreement providing for the Merger (the “Merger
Agreement”) will also include certain protective provisions regarding working capital and
other aspects of the capital structure, including (i) interim operating covenants prohibiting
non-ordinary course working capital practices, the declaration of dividends and the
incurrence of indebtedness and (ii) closing conditions relating to a certain minimum
adjusted working capital amount (which would also take into account cash, debt, transaction
expenses and other items). For the avoidance of doubt, the definitions driving the
calculations provided in the Merger Agreement will be structured such that there would not
be double-counting (for example, if a liability is already included in the definition of “debt”
or “aged payables” it would not also be included in the definition of “working capital”).
2. Structure. Although it is our expectation that the transaction would be structured as a merger, we
are willing to discuss alternative structures with you to achieve the Closing more promptly,
including a tender offer structure. In any case, we will expect certain significant shareholders,
including the Company’s executive officers and directors, to sign appropriate support agreements
79 Peachtree Street, Northeast
Atlanta, Georgia, 30303
Phone Number: +1(NNN) NNN-NNNNbr/>Fax number: +1(NNN) NNN-NNNNbr/>www.alliancepe.us
(providing that they will vote in favor of the Merger and/or tender their shares of System Pros
Common Stock in any tender offer) contemporaneously with the execution of the Merger
Agreement.
3. Due Diligence. Following the signing of this letter, System Pros’s board of directors (the “Board”)
will authorize System Pros management to provide additional information on the Company, as well
as
reasonable access to its facilities, records, and customers, to Buyer (including its agents, advisers
and lenders) for the purpose of completing its due diligence. Our due diligence investigation will
include, but is not limited to, a thorough review of the Company's financial, legal, tax,
environmental, labor, and pension records and agreements, and any other matters as our auditors,
tax and legal counsel, and other advisors deem relevant. It is expected that the Company will show
performance similar to that which is stated in the materials provided thus far to the Buyer.
4. Covenants and Representations of the Seller. During the period from the signing of this letter
through the execution of the Acquisition Agreement, System Pros will: (i) conduct its business in the
ordinary course in a manner consistent with past custom and practice, (ii) maintain its properties
and other assets in good working condition (normal wear excepted) and (iii) use its best efforts to
maintain the business and employees, customers, assets and operations as an ongoing concern in
accordance with past practice. It is expected that the Acquisition Agreement will include, among
other things, interim operating covenants of a similar nature.
5. Definitive Documentation. Subject to the mutual agreement of the parties, the terms and
conditions of the proposed transaction will be set forth fully in the acquisition Agreement and other
documents required to give effect to this Letter of Intent, such documents to be drafted by Buyer
and approved by System Pros.
The completion of the Acquisition shall be contingent upon the Buyer’s completion of due diligence to its
satisfaction.
The Buyer’s obligation to close will be subject to customary conditions, including:
the receipt of any necessary stockholder approvals (or, if the transaction is structured as a tender
offer, a certain minimum acceptance level)
receipt of all necessary governmental and third-party approvals;
satisfactory completion of the Buyer’s customer, financial, accounting, business and legal due
diligence review of the Company;
the absence of any material adverse change;
the Company’s compliance with pre-closing covenants and the accuracy of the Company’s
representations and warranties; and
no more than an agreed upon percentage of dissenting stockholders.
6. Confidentiality. Except as may be required by law and except for the press release attached hereto
as Exhibit A and the related Current Report on Form 8-K attached hereto as Exhibit B, neither party
shall disclose (except to its representatives, agents, lenders and,in the case of Buyer, investors) any
discussions or other communications between the Company, and the Buyer and/or System Pros, on
79 Peachtree Street, Northeast
Atlanta, Georgia, 30303
Phone Number: +1(NNN) NNN-NNNNbr/>Fax number: +1(NNN) NNN-NNNNbr/>www.alliancepe.us
the other hand, relating to the Merger,including any potential terms or conditions of any such
transaction and any due diligence information relating to the Company that is shared with the
Buyer and/or System Pros. Buyer and the Company will prepare the announcement of the
execution of the Merger Agreement and all other pre-closing public announcements relating to the
transaction described herein jointly.
7. Exclusivity. (a) The Company agrees that unless negotiations are earlier terminated by mutual
agreement or as otherwise provided in this Paragraph 7, the Company will not, and will cause its
directors, officers, employees, agents (including its advisers) and affiliates not to, directly or
indirectly, from the date hereof until 60 days from the date of the execution of this letter (such
period, the “Exclusivity Period”): (i) solicit, initiate or encourage the submission of any proposal or
offer from any person or entity relating to a (A) liquidation, dissolution, sale of assets or stock, or
recapitalization, (B) merger or consolidation, (C) acquisition or purchase of assets or any equity
interest, or (D) similar transaction or business combination, or (ii) institute, pursue, engage in,
enter into, or commit to any discussions, negotiations, or agreements with any person or entity
concerning any of the foregoing, or furnish any information with respect to any effort or attempt by
any other person or entity to do any of the foregoing. During the Exclusivity Period, the Company
shall immediately notify System Pros and the Buyer of the substance of any transaction inquiry,
proposal or offer concerning the Company that either the Company or the Board may receive,
including without limitation any Superior Proposal. The Company hereby acknowledges that
neither it nor any of its directors, officers, employees, agents is subject to any agreement,
arrangement or understanding which conflicts with the subject matter of this letter. The Company
represents and warrants that neither it nor any of its directors, officers, employees, agents, as the
case may be, has entered into any agreement or had any discussions with any third party regarding
a transaction which could result in Alliance Private Equity PLC or the Buyer having any liability to
such third party as a result of entering into this letter or pursuing the transactions contemplated
hereby. The Company agrees to indemnify, defend and save and hold Alliance Private Equity PLC
and the Buyer harmless from any claims or liabilities resulting from any breach of the foregoing
representation and warranty, including any legal or other expenses incurred in connection with the
defense of any such claims or liabilities against Alliance Private Equity PLC or the Buyer.
(b) At any time during the Exclusivity Period, the Company may, in response to an unsolicited
Superior Proposal, by written notice to Buyer, terminate this letter to enter into a binding
agreement with the third party making the Superior Proposal, provided that (i) it shall give notice to
the Buyer of such intention not less than five business days prior to terminating this letter, during
which time the Buyer may amend or revise its proposal with respect to the Proposed Transaction,
and (ii) it shall pay the fee provided in Paragraph 7(c). For purposes of this letter, a “Superior
Proposal” means a bona fide proposal from an unaffiliated third party (other than Alliance Private
Equity PLC or the Buyer) (A) to acquire assets that constitute 80% or more of the net revenues or
assets of the Company on a consolidated basis, or (B) to acquire 80% or more of the equity
securities of the Company, (C) to engage in a merger, consolidation or similar transaction involving
the Company, in each case where the Board determines in good faith, after receiving the advice of its
legal and financial advisers, that the terms and conditions of suchproposal are more favorable to
Stockholders from a financial point of view than is expected by the Board to be received in a
transaction with the Buyer and that is no less likely to be consummated than the proposed
transaction with the Buyer.
(c) If (i) the Company terminates this letter to enter into a binding agreement in connection with a
Superior Proposal, or (ii) within one year of the date of this letter, the Company enters into an
agreement with a third party other than Buyer or Alliance Private Equity PLC providing for, or
there occurs, an Acquisition, then, in either case, the Company shall no later than the date of such
79 Peachtree Street, Northeast
Atlanta, Georgia, 30303
Phone Number: +1(NNN) NNN-NNNNbr/>Fax number: +1(NNN) NNN-NNNNbr/>www.alliancepe.us
termination (or, in the case of clause (ii), entry into such agreement or the occurrence of such
Acquisition) (A) pay to the Buyer a fee equal to US$4,400,000.00 and (B) reimburse the Buyer’s
and Alliance Private Equity PLC out-of-pocket costs and expenses in connection with their
consideration of the Merger (including without limitation the fees and expenses of their advisers
and costs incurred in connection with the due diligence process and negotiation of definitive
agreements) up to a maximum of US$650,000. For purposes of this paragraph 7(c), an
“Acquisition” means (1) a merger, consolidation, recapitalization or similar transaction involving
the Company, (2) the acquisition of all or a substantial portion of the assets of the Company on a
consolidated basis, (3) the acquisition of a majority of any class of equity securities of the Company,
or (4) any other similar business combination transaction involving the Company. Notwithstanding
anything to the contrary in this paragraph 7(c), (x) if the Company is participating in discussions
regarding the Merger in good faith with the Buyer and the Buyer, of its own initiative, terminates
discussions with the Company prior to the expiration of the Exclusivity Period, no fee or expense
reimbursement will be payable pursuant to this paragraph 7(c), and (y) if the Company terminates
this letter as provided in the second sentence of paragraph 9, the US$400,000 fee shall not be
payable and the Company shall make the reimbursement payment of up to US$650,000
contemplated by clause (B) of the first sentence of this sub-paragraph (c) contemporaneously with
such termination.
8. Conduct of Business. The Company hereby represents that between August 28, 2008 and the date
of the signing of this letter the Company has conducted its business in the ordinary course and that
there have been no asset sales other than sales of inventory in the ordinary course.
9. Binding Effect/Termination. This letter is not intended to and does not create a legally binding
obligation on the part of any party with respect to this proposal, except with regard to Paragraphs 4,
6, 7, 8, 9 and 10 which shall be legally binding on Buyer and the Company. In the event that, in
connection with the negotiation of the Acquisition as contemplated by this letter, the Buyer
proposes in writing changes to the terms of a Merger as set forth in this letter which changes are, in
the aggregate, materially less favorable to the Company than the terms set forth in this letter
(provided, however, that Excluded Changes will not be taken into account for purposes of
determining whether Buyer has proposed changes that are materially less favorable to the
Company), then the Company may, with five business days’ written notice to Buyer, terminate this
letter unless Buyer retracts or modifies such changes such that the terms proposed by Buyer are not
materially less favorable to the Company than the terms set forth in this letter. “Excluded Change”
means any change in the terms contained in this letter that is adverse to the Company and that is
proposed by Buyer in response to facts of which Buyer only first becomes actually aware after the
date hereof, whether in connection with the due diligence process, as a result of being informed by
Buyer, or otherwise (for purposes of determining whether Buyer is aware of a fact prior to the date
hereof, Buyer will presumed to be aware only of the information presented in writing by the
Company and its agents to the Buyer prior to the date hereof in connection with the Buyer’s
preliminary discussions with the Company regarding a potential Merger, and any disclosure of risk
factors, forward-looking statements disclaimers and similar cautionary language will be
disregarded).
Paragraphs 6, 7(c), 9 and 10 shall survive any termination of this letter as provided in paragraph 7.
10. Miscellaneous. Except as otherwise provided in paragraph 7(c), the Buyer and the Company will
each pay their own respective transaction expenses, including fees and expenses of investment
bankers and other advisers, incurred in connection with the transactions contemplated. The
provisions of this letter will be severable in the event that for any reason whatsoever any of the
provisions hereof are invalid, void or otherwise unenforceable, and any such invalid, void or
79 Peachtree Street, Northeast
Atlanta, Georgia, 30303
Phone Number: +1(NNN) NNN-NNNNbr/>Fax number: +1(NNN) NNN-NNNNbr/>www.alliancepe.us
otherwise unenforceable provision will be replaced by another provision as similar as possible in
terms to such invalid, void or otherwise unenforceable provision but is valid and enforceable; in any
such case the remaining provisions hereof will remain valid and enforceable to the fullest extent
permitted by applicable law. This Agreement shall not be assignable by any party without the
consent of the other parties hereto, except that System Pros may assign its rights to the Buyer and
vice versa. The laws of the State of Georgia, GA will govern this letter agreement.
If the foregoing is acceptable, please so indicate by executing and returning a counterpart of this letter. This
offer will be deemed to have expired unless signed and returned to Alliance Private Equity PLC no later
than 5:00 PM (Eastern Time) on March 6, 2010.
Very truly yours,
ON BEHALF OF THE BUYER
/s/ XXXXX XXXXX
By: XXXXX XXXXX
Title: Director
Accepted and agreed to
This Friday, March 5, 2010
ON BEHALF OF THE COMPANY
/s/ XXXXX XXXXX
By: XXXXX XXXXX
Title: President and Chief Executive Officer
Customer:

Is it possible to read this information and advise me

Alex Watts :

Obviously I can't advise on USA law. This agreement appears to be governed by that

Alex Watts :

But in short I have read through it. if you are not being asked to pay fees, then it seems safe going into Escrow.

Alex Watts :

As they are a USA company I can't trace and see if they exist etc.

Alex Watts :

But the agreement seems fine and as long as you are not being asked to pay anything, it seems reasonable

Alex Watts :

Can I clarify anything for you about this today please?

Customer:

They have spoken of no money to be paid because that is something I would certainly not do. So as far as you can see the agreement is ok to sign

Alex Watts :

Yes - of course its a USA agreement so any dispute would have to be resolved there.

Alex Watts :

Just so you know

Customer:

Can I come back to you if I need to do so in the future

Alex Watts :

Of course. When you leave feedback the question does not close and you can come back.

Alex Watts :

If this answers your question could I invite you leave feedback on my service which I hope has been excellent today, if you need more information or help then please click reply.


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