-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NgDo514hiVe5OjmNvXILRr950AirDH0FxeprqiWNmGE9ts0p+EQt/7oOVWEDZnsG 4J0GwS8xxjaEtKZ+TPWCiQ== 0000912057-95-004348.txt : 19950605 0000912057-95-004348.hdr.sgml : 19950605 ACCESSION NUMBER: 0000912057-95-004348 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950602 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHYRON CORP CENTRAL INDEX KEY: 0000020232 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 112117385 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18272 FILM NUMBER: 95544662 BUSINESS ADDRESS: STREET 1: 5 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168452000 MAIL ADDRESS: STREET 1: 5 HUB DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER EXCHANGE INC DATE OF NAME CHANGE: 19760114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CC ACQUISITION CO A LLC CENTRAL INDEX KEY: 0000946089 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CAMHY KARLINSKY & STEIN LLP STREET 2: 1740 BROADWAY 16TH FL CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: C/O CAMHY KARLINSKY & STEIN LLP STREET 2: 1740 BROADWAY 16TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)* CHYRON CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 171605 10 8 - ------------------------------------------------------------------------------- (CUSIP Number) ALAN I. ANNEX, ESQ. CAMHY KARLINSKY & STEIN LLP 1740 BROADWAY, 16TH FLOOR NEW YORK, NEW YORK 10019 (212) 977-6600 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 26, 1995 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / / Check the following box if a fee is being paid with this statement /x/. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 171605 10 8 SCHEDULE 13D Page 2 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons C.C. Acquisition Company A, L.L.C. I.R.S. Identification No. 13-3834164 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /x/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* WC - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting 44,000,000 shares Beneficially Owned Power by Each Reporting -------------------------------------------------- Person With (8) Shared Voting -0- Power -------------------------------------------------- (9) Sole Dispositive 44,000,000 shares Power -------------------------------------------------- (10) Shared Dispositive -0- Power - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 44,000,000 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 50.89% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* 00 - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 10 Pages CUSIP No. 171605 10 8 SCHEDULE 13D Page 3 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons C.C. Acquisition Company B, L.L.C. I.R.S. Identification No. 13-3834165 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /x/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* WC - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting 29,414,732 shares Beneficially Owned Power by Each Reporting -------------------------------------------------- Person With (8) Shared Voting -0- Power -------------------------------------------------- (9) Sole Dispositive 29,414,732 shares Power -------------------------------------------------- (10) Shared Dispositive -0- Power - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,414,732 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 34.02% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* 00 - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 10 Pages CUSIP No. 171605 10 8 SCHEDULE 13D Page 4 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Allan R. Tessler S.S. No. ###-##-#### - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /x/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting 73,414,732 shares Beneficially Owned Power by Each Reporting -------------------------------------------------- Person With (8) Shared Voting -0- Power -------------------------------------------------- (9) Sole Dispositive 73,414,732 shares Power -------------------------------------------------- (10) Shared Dispositive -0- Power - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 73,414,732 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 84.91% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 10 Pages CUSIP No. 171605 10 8 SCHEDULE 13D Page 5 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Michael Wellesley-Wesley - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /x/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Great Britain - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting 73,414,732 Beneficially Owned Power by Each Reporting -------------------------------------------------- Person With (8) Shared Voting -0- Power -------------------------------------------------- (9) Sole Dispositive -0- Power -------------------------------------------------- (10) Shared Dispositive -0- Power - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 73,414,732 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 84.91% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 5 of 10 Pages ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $.01 per share (the "Common Stock"), of Chyron Corporation, a New York corporation (the "Company"), which has its principal executive offices at 5 Hub Drive, Melville, New York 11747. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by CC Acquisition Company A, L.L.C., a Delaware limited liability company ("CCACA"), and CC Acquisition Company B, L.L.C., a Delaware limited liability company ("CCACB"), each of which has an address in care of Camhy Karlinsky & Stein LLP, 1740 Broadway, New York, New York 10019-4315 and each of which was formed for the purpose of effecting the transactions described herein. The name, business address, and present principal occupation or employment of each executive officer and controlling person of each of CCACA and CCACB are set forth below: NAME BUSINESS ADDRESS OCCUPATION Allan R. Tessler International Financial Co-Chairman and Co-Chief Group, Inc. Executive Officer of 3490 Clubhouse Drive Data Broadcasting Box 7443 Corporation Jackson, Wyoming 83001 Michael Wellesley-Wesley Parrot House Consultant Holtye Cowden Kent TN897ED England Mr. Tessler is the President and sole manager of each of CCACA and CCACB. Mr. Wellesley-Wesley is a Vice President of each of CCACA and CCACB. During the last five years none of the persons listed above (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Tessler is a citizen of the United States and Mr. Wellesley-Wesley is a citizen of Great Britain. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION To effect the transactions described herein Mr. Tessler, A.E.L.P., Inc., a corporation owned by Mr. Tessler, and other persons contributed an aggregate of $5,000,000 from their own available funds as capital contributions to CCACA. CCACA has not yet determined how it will finance the amount of additional funds needed to effect the Closing (as defined in Item 4). Page 6 of 10 Pages ITEM 4. PURPOSE OF TRANSACTION On May 26, 1995, CCACA and CCACB entered into a stock purchase agreement (the "Pesa Agreement") by and among CCACA, CCACB, and Pesa, Inc. ("Pesa") with respect to the purchase of an aggregate of 59,414,732 shares of Common Stock as follows: (i) 30,000,000 shares of Common Stock to be purchased by CCACA for an aggregate purchase price of $15,600,000, 10,000,000 shares (the "First Tranche of Shares") of which shares were delivered on May 26, 1995 concurrently with the payment by CCACA of $5,000,000 to Pesa and 20,000,000 of which shares were placed in escrow as described below; and (ii) 29,414,732 shares of Common Stock to be purchased by CCACB for an aggregate purchase price of $14,119,071.36 payable in installments commencing six months following the closing (the "Closing") of the transaction contemplated by the Pesa Agreement and the Sepa Agreement (as defined below). On May 26, 1995, CCACA also entered into a stock purchase agreement (the "Sepa Agreement") by and among CCACA, Sepa Technologies Ltd., Co. ("Sepa"), and John A. Servizio with respect to the purchases by CCACA of an aggregate of 5,000,000 shares of Common Stock and the receipt by CCACA of a right of first refusal to acquire 9,000,000 shares of Common Stock. In connection with the aforementioned transactions, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with CCACA, dated as of May 26, 1995, pursuant to which CCACA has, under certain circumstances, demand and incidental (piggyback) registration rights with respect to the First Tranche of Shares. Also in connection with the Pesa Agreement, CCACA entered into an escrow agreement (the "Pesa Escrow") by and among Pesa, CCACA, and First Union National Bank of North Carolina, a national banking association, as Escrow Agent (the "Escrow Agent") with respect to 20,000,000 shares of Common Stock. Of such 20,000,000 shares placed in escrow pursuant to the Pesa Agreement, 10,000,000 of such shares (the "Second Tranche of Shares") have been registered in the name of CCACA, and CCACA has, as of May 26, 1995, sole voting power with respect to the Second Tranche of Shares, subject until the Closing, to forfeiture of such ownership and voting rights under certain terms of the Pesa Agreement. Of the balance of the 10,000,000 shares (the "Third Tranche of Shares") placed in escrow pursuant to the Pesa Agreement, Pesa retains the sole voting power until the Closing. In connection with the Sepa Agreement CCACA entered into an escrow agreement (the "Sepa Escrow") by and among Sepa, CCACA, and the Escrow Agent with respect to 14,000,000 shares of Common Stock. Until the Closing, Sepa retains the sole voting power with respect to such 14,000,000 shares. Copies of the Pesa Agreement, the Sepa Agreement, the Registration Rights Agreement, the Pesa Escrow and the Sepa Escrow are filed herewith under the Item 7 as Exhibits A, B, C, D, and E, respectively, and are incorporated herein in their entirety by this reference thereto. On May 26, 1995, Michael Wellesley-Wesley was elected a director of the Company. It is presently expected that the Closing will occur on or about July 17, 1995. It is presently expected that immediately following the Closing designees of CCACA will control the Board of Directors of the Company. Except as set forth above, none of CCACA, CCACB, Tessler, or Wellesley- Wesley have any present plans or proposals which relate to or would result in: Page 7 of 10 Pages (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporation transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b)
Entity Percentage Sole Voting Power Shared Voting Sole Disposition Shared Disposition of Class Power Power Power - ----------------------------------------------------------------------------------------------------------------------------------- CCACA (1) 50.89% 44,000,000(1) - 44,000,000(1) - CCACB (2) 34.02% 29,414,732(2) - 29,414,732(2) - Allan R. Tessler 84.91% 73,414,732(3) - 73,414,732(3) - Michael Wellesley-Wesley 84.91% 73,414,732(4) - - - - -----------------------------------------------------------------------------------------------------------------------------------
(1) Of such shares, 10,000,000 shares are held of record by CCACA as of May 26, 1995, 10,000,000 are held of record by CCACA and are being held under the Pesa Escrow for delivery to CCACA at the Closing, 10,000,000 are held of record by Pesa and are being held under the Pesa Escrow for delivery to CCACA at the Closing, 14,000,000 are held of record by Sepa of which 5,000,000 will be delivered to CCACA at the Closing and 9,000,000 would be delivered to CCACA upon an exercise of a right of first refusal described in the Sepa Agreement. See Item 4 above. Page 8 of 10 Pages (2) All of such shares are held of record by Pesa but will be transferred into the record name of CCACB at the Closing and delivered into escrow in the name of CCACB for delivery to CCACB upon payment of the purchase price thereof in accordance with the Pesa Agreement. See Item 4 above. (3) Mr. Tessler is the President and sole manager of each of CCACA and CCACB. Mr. Tessler disclaims beneficial ownership of such shares. (4) Mr. Wellesley-Wesley is a Vice President of each of CCACA and CCACB. Mr. Wellesley-Wesley disclaims beneficial ownership of such shares. (b) No transactions in the Company's securities by any of the referenced persons have been effected during the past sixty (60) days. (c) None of the referenced persons know of any person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above. (d) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A. Stock Purchase Agreement, dated as of May 26, 1995, by and among CCACA, CCACB, and Pesa. B. Stock Purchase Agreement dated as of May 26, 1995, by and among CCACA, Sepa, and John A. Servizio. C. Registration Rights Agreement, dated as of May 26, 1995, by and between the Company and CCACA. D. Escrow Agreement, dated as of May 26, 1995 by and among Pesa, CCACA, and First Union National Bank of North Carolina, a national banking association, as Escrow Agent. E. Escrow Agreement, dated as of May 26, 1995 by and among Sepa, CCACA, and First Union National Bank of North Carolina, a national banking association, as Escrow Agent. F. Joint Filing Agreement, among CCACA, CCACB, Allan R. Tessler and Michael Wellesley-Wesley. Page 9 of 10 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 1, 1995 -------------------------- Date CC ACQUISITION COMPANY A, L.L.C. By: s/s Michael Wellesley-Wesley ---------------------------- Michael Wellesley-Wesley Vice President CC ACQUISITION COMPANY B, L.L.C. By: s/s Michael Wellesley-Wesley ---------------------------- Michael Wellesley-Wesley Vice President /s/ Allan R. Tessler -------------------------------- ALLAN R. TESSLER s/s Michael Wellesley-Wesley ---------------------------- MICHAEL WELLESLEY-WESLEY Page 10 of 10 Pages EX-99.A 2 EXHIBIT 99.A STOCK PURCHASE AGREEMENT Exhibit "A" THIS STOCK PURCHASE AGREEMENT (the "Agreement") is being made this 26th day of May, 1995, by and among CC Acquisition Company A, L.L.C., a Delaware limited liability company ("Acquisition Company A"), CC Acquisition Company B, L.L.C., a Delaware limited liability company ("Acquisition Company B"), and Pesa, Inc. (the "Seller" or "PESA"), a Delaware corporation. Acquisition Company A and Acquisition Company B are hereinafter collectively referred to as the Purchasers. W I T N E S S E T H : WHEREAS, the Seller owns beneficially and of record 59,414,732 shares (the "Acquisition Shares") of the common stock, par value $.01 per share (the "Common Stock"), of Chyron Corporation (the "Company"), a New York corporation; and WHEREAS, the Purchasers desire to acquire the Acquisition Shares and the Seller desires to sell the Acquisition Shares, subject to the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises, representations, warranties, and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: I. PURCHASE AND SALE. SECTION 1.1 TERMS OF PURCHASE AND SALE. (a) Acquisition Company A shall acquire 30 million shares of the Common Stock of the Company in exchange for the aggregate purchase price of Fifteen Million Six Hundred Thousand Dollars ($15,600,000) U.S., in accordance with the terms and provisions set forth below: (i) On the date hereof, Acquisition Company A shall deliver to the Seller by wire transfer, in immediately available funds, to an account in the United States designated by the Seller, the sum of Five Million Dollars ($5,000,000) U.S. (ii) On the date hereof, the Seller shall deliver to Acquisition Company A, a stock certificate or certificates representing 10 million Acquisition Shares (the "First Tranche of Shares") duly endorsed or accompanied by stock powers duly endorsed for transfer to Acquisition Company A. The First Tranche of Shares shall be delivered to Acquisition Company A free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever. The Seller shall cause the Company to grant to Acquisition Company A demand registration rights, on a one-time basis, and piggy-back registration rights as such rights relate to the First Tranche of Shares. In furtherance of such registration rights, on the date hereof, the Seller shall cause the Company to enter into a registration rights agreement (the "CCACA Registration Rights Agreement"), mutually acceptable to the Seller and Acquisition Company A. (iii) On the date hereof, the Seller shall deliver to Acquisition Company A, a stock certificate or stock certificates representing 10 million Acquisition Shares (the "Second Tranche of Shares"), duly endorsed or accompanied with stock powers duly endorsed for transfer to Acquisition Company A. -2- The Second Tranche of Shares shall be delivered to Acquisition Company A by the Seller free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever. Immediately upon the valid transfer of the Second Tranche of Shares to Acquisition Company A, Acquisition Company A shall deliver and deposit the Second Tranche of Shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank by Acquisition Company A, into a separate escrow account (the "Escrow Account") to be held in the custody of First Union National Bank of North Carolina, a national banking association, as escrow agent (the "Escrow Agent"). The Escrow Agent shall hold and dispose of the Second Tranche of Shares in accordance with the terms and provisions of the Escrow Agreement (the "Escrow Agreement"), which Escrow Agreement shall be executed and delivered simultaneously with this Agreement. The Escrow Agreement shall be mutually acceptable to the Seller and Acquisition Company A. Acquisition Company A shall retain the right to vote the Second Tranche of Shares. (iv) On the date hereof, the Seller shall deliver to the Escrow Agent, a stock certificate or certificates representing 10 million Acquisition Shares (the "Third Tranche of Shares") duly endorsed in blank or accompanied by stock powers duly endorsed in blank by the Seller. The Third Tranche of Shares shall be delivered to the Escrow Agent by the Seller free and -3- clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever, except for any claims or liens of Acquisition Company A resulting from the terms and provisions of this Agreement. Until delivered out of Escrow, the Seller shall retain the right to vote the Third Tranche of Shares. (v) At the Closing (as defined in Section 1.2 hereof), Acquisition Company A shall deliver to the Seller by wire transfer, in immediately available funds to an account in the United States designated by the Seller, the sum of Ten Million Six Hundred Thousand Dollars ($10,600,000) U.S. (vi) At the Closing, the Seller shall cause the Escrow Agent to deliver to Acquisition Company A, stock certificates representing the Second Tranche of Shares and the Third Tranche of Shares, duly endorsed or accompanied with stock powers duly endorsed for such transfer. At the Closing, the Second Tranche of Shares and the Third Tranche of Shares shall be delivered to Acquisition Company A free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever. (b) The Escrow Agreement shall provide that in the event that the Closing does not occur due to a breach of this Agreement (after any applicable notice and cure period) by Acquisition Company A, the Escrow Agent shall deliver the Second Tranche of Shares and the Third Tranche of Shares to the Seller. The Escrow Agreement shall further provide that in the -4- event that the Closing does not occur due to a breach of this Agreement (after any applicable notice and cure period) by the Seller, the Escrow Agent shall deliver the Second Tranche of Shares to Acquisition Company A and the Third Tranche of Shares to the Seller. The Escrow Agreement shall further provide that in the event that this Agreement is abandoned or mutually terminated, the Escrow Agent shall deliver the Second Tranche of Shares and the Third Tranche of Shares to the Seller. (c) At the Closing, Acquisition Company B shall acquire 29,414,732 shares of the Common Stock of the Company in exchange for the aggregate purchase price of $14,119,071.36, in accordance with the terms and provisions set forth below: (i) At the Closing, the Seller shall deliver to Acquisition Company B a stock certificate or certificates representing 29,414,732 Acquisition Shares duly endorsed or accompanied by stock powers duly endorsed for transfer to Acquisition Company B. Such Acquisition Shares shall be delivered to Acquisition Company B free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims, of any kind or nature whatsoever; and ten million of such Acquisition Shares shall be "Registrable Stock" as such term is defined under that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated December 27, 1991, between the Company and PESA. (ii) Acquisition Company B shall make payment for such Acquisition Shares by wire transfer, in immediately available funds, to an account in the -5- United States designated by the Seller, in accordance with the schedule set forth below: A. No payments for the six month period immediately following the Closing. B. Thereafter, for a period of 12 months commencing on the six month anniversary of the Closing, Acquisition Company B shall pay the sum of $480,000 per month. C. Thereafter, for a period of 12 months, Acquisition Company B shall pay the sum of $360,000 per month. D. Thereafter, for a period of 16 months, Acquisition Company B shall pay the sum of $240,000 per month. E. Thereafter, Acquisition Company B shall make a final payment of $199,071.70 on the 47th month anniversary of the Closing. (iii) At the Closing, as security for Acquisition Company B's payment obligation for the Acquisition Shares, Acquisition Company B shall pledge its Acquisition Shares to the Seller and deliver such Acquisition Shares to the Escrow Agent, duly endorsed in blank or accompanied with stock powers duly endorsed in blank by Acquisition Company B to be held as collateral; such Acquisition Shares shall be delivered to the Escrow Agent by Acquisition Company B free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind -6- or nature whatsoever, except for any claims or liens resulting from the terms and provisions of this Agreement. Acquisition Company B shall retain the right to vote such Acquisition Shares. At the Closing, Acquisition Company B, the Seller, and the Escrow Agent shall execute and deliver a mutually acceptable Pledge and Escrow Agreement (the "Pledge Agreement"). Pursuant to the Pledge Agreement, each $1,000 payment obligation of Acquisition Company B shall be secured by 2083 Acquisition Shares. Each monthly payment obligation shall be severally enforceable. Upon payment of each $1,000 by Acquisition Company B, 2083 Acquisition Shares shall be released by the Escrow Agent and delivered to Acquisition Company B, free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims, of any kind or nature whatsoever. (iv) If Acquisition Company B fails to make a monthly payment when due as provided in this Section 1.1(c), Acquisition Company B shall have the right to cure such payment default within 30 days after written notice thereof from the Seller. If Acquisition Company B fails to cure such payment default within such 30 day cure period after written notice thereof, the Escrow Agent shall release and deliver to the Seller those particular Acquisition Shares pledged as security as a set-off for that particular monthly payment, free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' -7- agreements, voting trusts and adverse claims of any nature whatsoever. The delivery of Acquisition Shares by the Escrow Agent to the Seller shall release Acquisition Company B from any further obligation of making that particular monthly payment relating to those particular Acquisition Shares released to the Seller, and shall be the sole remedy of the Seller with respect to payment defaults under this Section 1.1(c). (v) A payment default (after the lapse of any applicable notice and cure period) of a particular monthly payment by Acquisition Company B shall not be deemed a breach or default of any other monthly payment obligation of Acquisition Company B provided in this Section 1.1(c), and shall not affect the release and delivery by the Escrow Agent of Acquisition Shares to Acquisition Company B against additional monthly payments made by Acquisition Company B. SECTION 1.2 CLOSING. The Closing (the "Closing") of the transactions contemplated by this Agreement shall take place at the offices of Camhy Karlinsky & Stein LLP at 1740 Broadway, New York, New York 10019 at 10:00 a.m., New York City time on or before July 17, 1995 or such other time or date as the parties may mutually agree (the "Closing Date"), but in no event later than September 30, 1995. SECTION 1.3 OTHER TRANSACTIONS. (a) On the date hereof, the Seller shall cause the Board of Directors of the Company to appoint Michael Wellesley-Wesley as a director. -8- (b) On the Closing Date, the Seller shall cause its remaining designees to resign, seriatim, from the Board of Directors of the Company, and in their place, the Seller shall cause the Board of Directors of the Company to appoint designees selected by the Purchasers. II. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and warrants to the Purchasers as follows: SECTION 2.1 SHARE OWNERSHIP. (a) Except as disclosed on Schedule 2.1 hereof, the Acquisition Shares are owned by the Seller free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever. Upon transfer to the Purchasers of the Acquisition Shares, either directly or through the escrow arrangements, the Seller will convey to the Purchasers good title to the Acquisition Shares, free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever. (b) Upon transfer of the First Tranche of Shares, the First Tranche of Shares shall be "Registrable Stock" as defined in the CCACA Registration Rights Agreement and registration rights shall be attributable to the First Tranche of Shares, subject to the terms and conditions of the CCACA Registration Rights Agreement. -9- SECTION 2.2 LITIGATION AND CLAIMS. There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending, (to the Seller's knowledge) threatened, or (to the Seller's knowledge) in prospect therefor, that would prohibit the transactions contemplated pursuant to this Agreement. SECTION 2.3 CORPORATE EXISTENCE. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. SECTION 2.4 CORPORATE AUTHORITY. The Seller has all requisite corporate power and authority to execute, deliver, and perform this Agreement and the instruments and documents contemplated hereby. All necessary corporate proceedings of the Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and the instruments and documents contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Seller, is the legal, valid, and binding obligation of the Seller, and is enforceable as to the Seller in accordance with its terms. SECTION 2.5 RESTRICTIONS. Except as disclosed on Schedule 2.1 hereof, the Seller is under no contractual restriction or obligation that is inconsistent with the execution and performance of this Agreement. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any foreign, United States, state, local, or other governmental authority or any court or other tribunal is required by the Seller or any of its affiliated or controlling entities for the execution, delivery, or performance of this Agreement by the Seller. The transfer of the Acquisition Shares to the Purchasers -10- has been approved by the requisite Spanish courts and governmental authorities and cannot be rescinded by any Spanish judicial or governmental authority. III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. The Purchasers, jointly and severally, represent and warrant to the Seller as follows: SECTION 3.1 ORGANIZATION. Each of the Purchasers is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. SECTION 3.2 AUTHORITY TO BUY. Each of the Purchasers has the requisite power and authority to execute, deliver, and perform this Agreement and the instruments and documents contemplated hereby. All necessary company proceedings of each Purchaser have been duly taken to authorize the execution, delivery, and performance of this Agreement and the instruments and documents contemplated hereby. This Agreement has been duly authorized, executed, and delivered by each Purchaser, is the legal, valid, and binding obligation of each Purchaser, and is enforceable as to each Purchaser in accordance with its terms. SECTION 3.3 LITIGATION AND CLAIMS. There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending, (to each Purchaser's knowledge) threatened, or (to each Purchaser's -11- knowledge) in prospect therefor, that would prohibit the transactions contemplated pursuant to this Agreement. SECTION 3.4 RESTRICTIONS. Neither Purchaser is under any contractual restriction or obligation that is materially inconsistent with the execution and performance of this Agreement. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any foreign, United States, state, local, or other governmental authority or any court or other tribunal is required by either Purchaser or any affiliate or controlling entities thereof for the execution, delivery, or performance of this Agreement by either Purchaser. SECTION 3.5 PURCHASES FOR INVESTMENT PURPOSES. Each Purchaser is acquiring the Acquisition Shares for its own account for investment purposes only and with no intention of offering, distributing, or reselling the Acquisition Shares or any part thereof in any transaction that would be in violation of any Federal or State securities laws, without prejudice, however, to any right of a Purchaser to sell or otherwise dispose of all or any part of the Acquisition Shares under a registration under the Securities Act of 1933, as amended (the "Securities Act"), and other applicable State securities laws or under an exemption from such registration available under the Securities Act and other applicable State securities laws. Each Purchaser has not taken or caused to be taken, and shall not take or cause to be taken, any action that would cause the Purchasers, the Seller, the Company or any of their respective affiliates to be deemed an underwriter, as defined in Section 2(11) of the Securities Act. -12- SECTION 3.6 SOPHISTICATED INVESTOR. (a) Each Purchaser is a sophisticated investor as such term is contemplated under the Securities Act of 1933, as amended. Each Purchaser recognizes that the Company emerged from bankruptcy on December 27, 1991 and that the purchase of the Acquisition Shares involves significant risks. The Purchaser also recognizes that none of the proceeds from the purchase of the Acquisition Shares shall accrue to the benefit of the Company, but shall instead accrue to the benefit of the Seller. (b) Neither Purchaser is relying upon the Seller, the Company or any of their respective Affiliates, accountants, attorneys or financial advisors for advice with respect to whether the Purchaser's purchase of the Acquisition Shares constitutes a legal investment for the Purchasers or with respect to the tax or other legal consequences of such purchase. SECTION 3.7 RESTRICTED SECURITIES. (a) Each Purchaser understands and agrees that (i) the sale of the Acquisition Shares has not been registered under the Securities Act or any State securities laws; and (ii) each Purchaser shall not offer or sell the Acquisition Shares except pursuant to registration under the Securities Act or an available exemption from registration under the Securities Act. (b) Each Purchaser agrees to the imprinting, so long as appropriate, of any certificates representing the Acquisition Shares with a conspicuous legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES SHALL NOT BE SOLD OR -13- OTHERWISE TRANSFERRED IN THE ABSENCE OF EITHER (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL, AS MAY BE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROPOSED SALE OR TRANSFER IS IN ACCORDANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IV. CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligations of the Purchasers under this Agreement are subject, at the option of the Purchasers, to the satisfaction of the following conditions: SECTION 4.1 ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All representations and warranties of the Seller contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing as though such representations and warranties were then made in exactly the same language by the Seller; as of the Closing, the Seller shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by it at or before such time by this Agreement; and the Purchasers shall have received a certificate executed by the Seller, dated the Closing Date, to that effect. SECTION 4.2 OPINION OF COUNSEL. The Seller shall deliver to the Purchasers on the date hereof and on the Closing Date the opinion or opinions of counsel to the Seller, in form and substance satisfactory to counsel for the Purchasers, substantially to the effect that: -14- (a) The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) This Agreement has been duly authorized, executed, and delivered by the Seller, constitutes the legal, valid, and binding obligation of the Seller, and (subject to applicable United States bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to Seller in accordance with its terms. (c) To counsel's knowledge, the Seller is under no contractual restriction or obligation which is inconsistent with the execution and performance of this Agreement and the instruments and documents contemplated hereby. To counsel's knowledge, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any governmental authority or any court or other tribunal is required by the Seller or any of its affiliated or controlling entities for the execution, delivery, or performance of this Agreement by the Seller. (d) The transfer of the Acquisition Shares by the Seller to the Purchasers has been approved by all requisite Spanish courts and governmental authorities and such sale and transfer cannot be rescinded by any Spanish judicial or governmental authority. SECTION 4.3 OTHER CLOSING DOCUMENTS. The Seller shall have delivered to the Purchasers at or prior to the Closing such other documents (including, without limitation, an incumbency certificate) as the Purchaser may reasonably request in order to enable the Purchasers to determine whether the conditions to their obligations under this Agreement have been met and otherwise to carry out the provisions of this Agreement. -15- SECTION 4.4 LEGAL ACTION. There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge the consummation of, the transactions contemplated by this Agreement, or to obtain substantial damages with respect thereto. SECTION 4.5 NO GOVERNMENTAL ACTION. There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the Purchasers, (a) makes any of the transactions contemplated by this Agreement, illegal, (b) results in a delay in the ability of the Purchasers to consummate any of the transactions contemplated by this Agreement, (c) imposes material limitations on the ability of the Purchasers effectively to exercise full rights of ownership of such Acquisition Shares including the right to vote such Acquisition Shares on all matters properly presented to the stockholders of the Company, or (d) otherwise prohibits, restricts, or delays consummation of any of the transactions contemplated by this Agreement or impairs the contemplated benefits to the Purchasers of any of the transactions contemplated by this Agreement. SECTION 4.6 CCACA REGISTRATION RIGHTS AGREEMENT. Acquisition Company A and the Company shall have executed and delivered the CCACA Registration Rights Agreement. -16- SECTION 4.7 CONSENTS. Prior to the Closing, the Seller shall have obtained all consents required by the CIT Group, the main credit facility of the Company. Failure to obtain such consents shall be deemed a material breach of this Agreement. The Purchasers shall use their reasonable best efforts to provide financial information that may be reasonably requested by the CIT Group. V. CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of the Seller under this Agreement are subject, at the option of the Seller, to the satisfaction of the following conditions: SECTION 5.1 ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All representations and warranties of the Purchasers contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing as though such representations and warranties were then made in exactly the same language by the Purchasers; as of the Closing, the Purchasers shall have performed and complied with all conditions required to be performed and complied with by them at or before such time by this Agreement, and the Seller shall have received a certificate executed by an executive officer of each Purchaser, dated the Closing Date, to that effect. SECTION 5.2 OPINION OF COUNSEL. The Purchasers shall have delivered to the Seller on the date hereof and on the Closing Date the opinion of counsel to the Purchasers, in form and substance satisfactory to counsel for the Seller, substantially to the effect that: (a) Each Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. -17- (b) This Agreement has been duly authorized, executed, and delivered by each of the Purchasers, constitutes the legal, valid, and binding obligation of each of the Purchasers, and (subject to applicable United States bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to each of the Purchasers in accordance with its terms. SECTION 5.3 OTHER CLOSING DOCUMENTS. The Purchasers shall have delivered to the Seller at or prior to the Closing such other documents (including, without limitation, an incumbency certificate) as the Seller may reasonably request in order to enable the Seller to determine whether the conditions to its obligations under this Agreement have been met or otherwise to carry out the provisions of this Agreement. SECTION 5.4 LEGAL ACTION. There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge the consummation of, the transactions contemplated by this Agreement, or to obtain substantial damages with respect thereto. SECTION 5.5 NO GOVERNMENTAL ACTION. There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement (including, without limitation, compliance with the Securities Act), by any federal, state, local or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction which, (a) makes any of the transactions contemplated by this Agreement illegal, (b) results in a material delay in the ability of the Seller to consummate any of -18- the transactions contemplated by this Agreement, or (c) otherwise prohibits, restricts, or delays materially consummation of any of the transactions contemplated by this Agreement or materially impairs the contemplated benefits to the Seller of any of the transactions contemplated by this Agreement. VI. COVENANTS OF SELLER. The Seller covenants and agrees as follows: SECTION 6.1 CONTROL OF BOARD. The Seller shall use its best efforts to facilitate the transfer of control of the Board of Directors of the Company immediately following the Closing. SECTION 6.2 STOCK OPTIONS. Until the Release Time (as defined in Section 6.5(b)), the Seller shall use its best efforts to prevent the Company from granting stock options under the Chyron Corporation 1995 Long-Term Incentive Plan. SECTION 6.3 ADVICE OF CHANGES. Until the Release Time, the Seller will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in this Agreement or schedules or exhibits hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied. -19- SECTION 6.4 PUBLIC STATEMENTS. Until the Release Time, the Seller shall not disseminate any information to the public regarding this Agreement or the transactions contemplated hereby, without the prior written consent of the Purchasers, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained herein shall prevent the Seller from disclosing any information as required by the U.S. Federal Securities laws, the rules governing the New York Stock Exchange, to any governmental authority if required to do so by law, or to any court or tribunal. SECTION 6.5 OTHER PROPOSALS. (a) Until the Release Time, the Seller shall not, and shall neither authorize nor permit any officer, director, employee, counsel, agent, investment banker, accountant, affiliate, or other representative of the Seller, directly or indirectly, to: (i) discuss with any person or entity in an effort to solicit any Proposal (as such term is defined in this Section 6.5(a)); (ii) cooperate with, or furnish or cause to be furnished any non-public information relating to the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company, to any person or entity in connection with any Proposal; (iii) negotiate with any person or entity with respect to any Proposal; or (iv) enter into any agreement or understanding with the intent to effect a Proposal. As used in this Section 6.5, the term "Proposal" shall mean any proposal, other than as contemplated by this Agreement, (x) for a merger, consolidation, reorganization, other business combination, or recapitalization involving the Company, for the acquisition of a one percent (1%) or greater interest in the equity or in any class or series of capital stock of the Company, for the acquisition of the right to cast one percent (1%) or more of the votes on any matter with respect to the Company, or for the acquisition of a substantial portion of any of its -20- assets other than in the ordinary course of its businesses or (y) the effect of which may be to prohibit, restrict, or delay the consummation of any of the transactions contemplated by this Agreement or impair the contemplated benefits to the Purchasers or of any of the transactions contemplated by this Agreement. (b) The term "Release Time" shall mean the earlier to occur of (i) the Closing Date; (ii) the rightful termination of this Agreement by the Seller; (iii) the abandonment of this Agreement by both parties pursuant to Section 1.2 hereof; or (iv) September 30, 1995. (c) In the event that Section 6.5 is breached, the Seller shall promptly pay Acquisition Company A (i) the greater of (x) $2 million or (y) 50% of the difference in fair market values inherent in the third party offer plus (ii) all legal, accounting, and other fees, costs, and expenses reasonably incurred by the Purchasers in connection with this Agreement and the enforcement thereof provided that such additional costs and expenses shall not exceed $750,000. The sums referred to in this Section 6.5(c) shall be the exclusive remedy of the Purchasers for a breach of Section 6.5. SECTION 6.6 VOTING BY STOCKHOLDERS. The Seller agrees that until the Release Time, it will vote all securities of the Company which it is entitled to vote against (except as otherwise contemplated by this Agreement) (a) any merger, consolidation, reorganization, other business combination, or capitalization involving the Company, (b) any sale of assets of the Company, (c) any stock split, stock dividend, or reverse stock split relating to any class or series of the Company's stock, (d) any issuance of any shares of capital stock of the Company, any option, warrant, or other right calling for the issuance of any such share of capital stock, or any security convertible into or exchangeable for any such share of capital stock, (e) any authorization -21- of any other class or series of stock of the Company, (f) the amendment of the certificate of incorporation (or other charter document) or the by-laws of the Company, or (g) any other proposition the effect of which may be to prohibit, restrict, or delay materially the consummation of any of the transactions contemplated by this Agreement or to impair materially the contemplated benefits to the Purchasers of the transactions contemplated by this Agreement. VII. COVENANTS OF PURCHASERS. The Purchasers covenant and agree as follows: SECTION 7.1 CONFIDENTIALITY. The Purchasers shall insure that all confidential information, if any, which the Purchasers may receive from the Seller shall not be disclosed to any other person or entity at any time or used by any of them without the prior written consent of the Seller; provided, however, that the restrictions of this sentence shall not apply (a) after the Closing takes place, (b) as may otherwise be required by law, (c) as may be necessary or appropriate in connection with the enforcement of this Agreement, or (d) to the extent the information shall have otherwise become publicly available. SECTION 7.2 ADVICE OF CHANGES. Until the Release Time, each of the Purchasers will immediately advise the Seller in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in this Agreement or schedules or exhibits hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of this Agreement impossible or make such performance materially more difficult than in the -22- absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied. SECTION 7.3 PUBLIC STATEMENTS. Until the Release Time, each of the Purchasers shall not disseminate any information to the public regarding this Agreement or the transactions contemplated hereby, without the prior written consent of the Seller, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained herein shall prevent the Purchasers from disclosing any information as required by the U.S. Federal Securities laws, the rules governing the New York Stock Exchange, to any governmental authority if required to do so by law, or to any court or tribunal. VIII. INDEMNIFICATION; SURVIVAL; LIMITATIONS ON LIABILITY. SECTION 8.1 INDEMNIFICATION. (a) Subject to the terms and conditions set forth in Section 8.2, the Seller agrees to indemnify and hold harmless the Purchasers, their officers, directors, employees, counsel, and agents, (collectively, the "Indemnitees"), against and in respect of any and all claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and reasonable legal and other expenses related thereto (collectively, "Claims"), as and when incurred, arising out of or based upon any breach of any representation, warranty, covenant, or agreement of the Seller contained in this Agreement (including the exhibits and schedules attached hereto) and any document, instrument or certificate delivered pursuant to this Agreement. -23- (b) Each Indemnitee shall give the Seller prompt notice of any claim asserted or threatened against such Indemnitee on the basis of which such Indemnitee intends to seek indemnification (but the obligations of the Seller shall not be conditions upon receipt of such notice, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice). The Seller shall promptly assume the defense of any Indemnitee, with counsel reasonably satisfactory to such Indemnitee, and the fees and expenses of such counsel shall be at the sole cost and expense of the Seller. Notwithstanding the foregoing, any Indemnitee shall be entitled, at his or its expense, to employ counsel separate from counsel for the Seller and from any other party in such action, proceeding, or investigation. No Indemnitee may agree to a settlement of a claim without the prior written approval of the Seller, which approval shall not be unreasonably withheld. SECTION 8.2 SURVIVAL. (a) Subject to the provisions of Section 8.2(b), the covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive the Closing and the delivery of the purchase price by the Purchasers. (b) The liabilities and obligations of the Seller and the Purchasers under this Agreement shall be subject to the following limitations: (i) The Seller and the Purchasers shall have no liability or obligation with respect to any claim for a breach of a representation or warranty under this Agreement made after two (2) years from the Closing Date; and -24- (ii) The Seller and the Purchasers shall not be responsible for any claims until the cumulative aggregate amount thereof shall exceed Fifty Thousand Dollars ($50,000.00) (the "Minimum Amount") in which case the Seller or the Purchasers, as the case may be, shall then be liable for all amounts in excess of the Minimum Amount. IX. MISCELLANEOUS. SECTION 9.1 BROKERAGE FEES. (a) If any person shall assert a claim to a fee, commission, or other compensation on account of alleged employment as a broker or finder, in connection with or as a result of any of the transactions contemplated by this Agreement, the party purportedly engaging such broker or finder shall indemnify and hold harmless the other parties against any and all Claims (as defined in Section 8.1), as and when incurred, arising out of, based upon, or in connection with such Claim by such person, except to the extent that it is determined in any suit, action, or proceeding that such other parties had engaged such broker or finder. (b) The Seller represents and warrants that it has not entered into any agreement with Percival Hudgins and Company, Inc. ("Percival Hudgins"). Based on this representation, the Purchasers agree that the Seller shall not be liable or have any obligation with respect to any claim for a fee, commission or other compensation claimed by Percival Hudgins against the Company. SECTION 9.2 FURTHER ACTIONS. At any time and from time to time, each party agrees, as its expense, to take such actions and to execute and deliver such documents or instruments as may be reasonably necessary to effectuate the purposes of this Agreement. -25- SECTION 9.3 SUBMISSION TO JURISDICTION. Each of the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York and of any Federal court located in the State of New York in connection with any action or proceeding arising out of or relating to this Agreement or of any document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement. SECTION 9.4 MERGER; MODIFICATION. This Agreement, the Escrow Agreement, the Pledge Agreement, and the schedules, exhibits, and certificates attached hereto set forth the entire understanding of the parties with respect to the subject matter hereof, supersede all existing agreements concerning such subject matter, and may be modified only by a written instrument duly executed by each party to be charged. SECTION 9.5 NOTICES. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested (or by the most nearly comparable method if mailed from or to a location outside of the United States) or by Federal Express, U.S. Express Mail, or similar overnight delivery or courier service or delivered (in person or by telecopy, or similar telecommunications equipment) against receipt to the party to whom it is to be given at the address of such party set forth below (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 9.5): Purchasers: Michael Wellesley-Wesley c/o Camhy Karlinksy & Stein LLP 1740 Broadway New York, New York 10019 Attn.: Dan DeWolf, Esq. -26- with a copy (which copy shall not constitute notice) to: Sheldon D. Camhy, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway New York, New York 10019 Seller: Mr. Miguel S. Moraga Treasurer and Chief Financial Officer Pesa, Inc. 5 Hub Drive Melville, New York 11087 with a copy (which copy shall not constitute notice) to: John C. Jost, Esq. Dow Lohnes & Albertson 1255 Twenty-Third Street, N.W. Washington, D.C. 20037 Any notice or other communication given by certified mail (or by such comparable method) shall be deemed given at the time of certification thereof (or comparable act) except for a notice changing a party's address which will be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 9.5 shall be deemed given at the time of receipt thereof. SECTION 9.6 WAIVER. Any waiver by any party of a breach of any terms of this Agreement shall not operate as or be construed to be a waiver of any other breach of that term or of any breach of any other term of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on -27- one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. SECTION 9.7 BINDING EFFECT. The provisions of this Agreement shall be binding upon and inure to the benefit of the Purchasers, and their respective successors and assigns and the Seller and its respective successors and assigns, and shall inure to the benefit of each Indemnitee and its successors and assigns (if not a natural person) and his assigns, heirs, and personal representatives (if a natural person). SECTION 9.8 NO THIRD-PARTY BENEFICIARIES. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement (except as provided in 9.7). SECTION 9.9 SEPARABILITY. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. SECTION 9.10 HEADINGS. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. SECTION 9.11 COUNTERPARTS; GOVERNING LAW. -28- This Agreement may be executed in any number of counterparts (and by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the rules governing the conflicts of laws. SECTION 9.12 ENGLISH LANGUAGE. This Agreement shall be governed solely by the English language version of this Agreement. Any translated version shall not be binding upon the parties. SECTION 9.13 REGISTRATION RIGHTS. The Seller acknowledges and agrees that the 10 million shares of the Acquisition Shares evidenced by stock certificates U74787 through U74886 are "Registrable Stock" as such term is defined under the Registration Rights Agreement; and registration rights (both demand and piggy-back) shall be validly transferred to the Purchasers as of the Closing Date, subject to the terms and conditions of the Registration Rights Agreement; and on or prior to the Closing Date, the Seller shall provide the Company, pursuant to Section 11 of the Registration Rights Agreement, with written notice of the transfer of the 10 million shares of the Acquisition Shares evidenced by stock certificates U74787 through U74886. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above. BOARD OF DIRECTORS OF PESA, INC. PESA INC: CC ACQUISITION COMPANY A, L.L.C. By: /s/ Miguel S. Moraga By: /s/ Michael I. Wellesley-Wesley ------------------------------- ---------------------------------- Name: Miguel S. Moraga Name: Michael I. Wellesley-Wesley Title: Title: Vice President -29- /s/ Eduardo Perez De Villegas CC ACQUISITION COMPANY B, L.L.C. ------------------------------- Name: Eduardo Perez De Villegas /s/ Tomas Rubinos Pinon By: /s/ Michael I. Wellesley-Wesley ------------------------------- ---------------------------------- Name: Tomas Rubinos Pinon Name: Michael I. Wellesley-Wesley Title: Vice President -30- EX-99.B 3 EXHIBIT 99.B STOCK PURCHASE AGREEMENT Exhibit "B" THIS STOCK PURCHASE AGREEMENT (the "Agreement") is being made this 26th day of May, 1995, by and among CC Acquisition Company A, L.L.C., a Delaware limited liability company (the "Purchaser" or "Acquisition Company A"), Sepa Technologies Ltd., Co. (the "Seller" or "SEPA"), a Georgia limited liability company, and John A. Servizio ("Servizio"). W I T N E S S E T H : WHEREAS, the Seller owns beneficially and of record 14,000,000 shares (the "Acquisition Shares") of the common stock, par value $.01 per share (the "Common Stock"), of Chyron Corporation (the "Company"), a New York corporation; and WHEREAS, the Purchaser desires to acquire 5,000,000 Acquisition Shares and to obtain a right of first refusal with respect to the remaining 9,000,000 Acquisition Shares and the Seller desires to sell 5,000,000 Acquisition Shares to the Purchaser and to grant the Purchaser a right of first refusal with respect to the remaining 9,000,000 Acquisition Shares, subject to the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises, representations, warranties, and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: I. PURCHASE AND SALE. SECTION 1.1 TERMS OF PURCHASE AND SALE. (a) Acquisition Company A shall acquire 5 million shares of the Common Stock of the Company in exchange for the aggregate purchase price of Two Million Six Hundred Thousand Dollars ($2,600,000) U.S., in accordance with the terms and provisions set forth below: (i) At the Closing (as defined in Section 1.2 hereof), Acquisition Company A shall deliver to the Seller by wire transfer, in immediately available funds to an account in the United States designated by the Seller, the sum of Two Million Six Hundred Thousand Dollars ($2,600,000) U.S. (ii) At the Closing, the Seller shall deliver, or, if on the Closing Date (as defined in Section 1.2 hereof) the Acquisition Shares are being held by the Escrow Agent (as defined in Section 6.5(d) hereof), the Seller shall cause the Escrow Agent to deliver, to Acquisition Company A, a stock certificate or certificates representing five million Acquisition Shares duly endorsed or accompanied by stock powers duly endorsed for transfer to Acquisition Company A. Such Acquisition Shares shall be delivered to Acquisition Company A free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever. Such Acquisition Shares shall be "Registrable Stock", as such term is defined under that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated December 27, 1991, between the Company and Pesa, Inc., a Delaware corporation; and registration rights (both demand and piggy-back) relating to such -2- Acquisition Shares shall be validly transferred to the Purchaser on the Closing Date, subject to the terms and conditions of the Registration Rights Agreement. (b) The Seller hereby grants to the Purchaser a right of first refusal to acquire the balance of the 9 million Acquisition Shares (the "Additional Shares") owned by the Seller. The Seller shall not sell or otherwise dispose of the Additional Shares except (x) to an Affiliate (as defined in Section 1.1(c) hereof), (y) in compliance with Section 1.1(d) below, or (z) in compliance with the provisions set forth below: (i) If SEPA proposes to dispose of the Additional Shares to a non-Affiliated third party, it shall deliver a notice (the "Sale Notice") signed by a duly authorized officer of SEPA to the Purchaser relating to the proposed disposition; provided, however, that no Sale Notice of any proposed disposition of the Additional Shares shall be valid unless SEPA shall have received prior to the date of the Sale Notice an offer therefor in writing from a BONA FIDE purchaser stating the price, terms, and conditions of the proposed sale. The Sale Notice shall specify the number of Additional Shares (the "Offered Shares") that SEPA intends to dispose of, identify and give the address of the person to whom SEPA proposes to dispose the Offered Shares, and indicate the price, terms, and conditions of the proposed disposition. (ii) Acquisition Company A shall have the irrevocable and exclusive option, but not the obligation, to purchase from SEPA the Offered Shares at the price and upon the terms and conditions equal to those offered by the -3- prospective purchaser. If Acquisition Company A elects to purchase the Offered Shares, it shall give written notice of such election within 30 days after the receipt of the Sale Notice; and the Closing regarding such Offered Shares shall occur within 90 days after receipt of the Sale Notice. Any transfer of the Offered Shares to Acquisition Company A shall include the valid transfer of the registration rights relating to such Offered Shares, subject to the terms and conditions of the Registration Rights Agreement. (iii) If SEPA gives a Sale Notice, and Acquisition Company A does not elect to purchase the Offered Shares within such 30-day period, SEPA may dispose of its Offered Shares to the person or persons at the price, and on the terms and conditions specified in the Sale Notice. (c) The term "Affiliate" of a person or entity or "Affiliated with" a specified person or entity means a person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the person or entity specified. The term "control" means the possession, directly or indirectly, alone or in concert with others, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of securities, by contract, or otherwise. (d) Notwithstanding Section 1.1(b) hereof, the Seller shall have the right to sell the Additional Shares pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended; PROVIDED, however, that no such sales shall be made during the two-year period following the Closing; and FURTHER PROVIDED that the aggregate amount of such Additional Shares sold each calendar year shall not exceed 500,000 shares. -4- SECTION 1.2 CLOSING. The Closing (the "Closing") of the transactions contemplated by this Agreement shall take place at the offices of Camhy Karlinsky & Stein LLP at 1740 Broadway, New York, New York 10019 at 10:00 a.m., New York City time on or before July 17, 1995 or such other time or date as the parties may mutually agree (the "Closing Date"), but in no event later than September 30, 1995. SECTION 1.3 OTHER TRANSACTIONS. On or prior to the Closing, the Seller shall provide the Company written notice of the transfer of the Acquisition Shares to Acquisition Company A, in accordance with Section 11 of the Registration Rights Agreement. II. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and warrants to the Purchaser as follows: SECTION 2.1 SHARE OWNERSHIP. (a) The Acquisition Shares are owned by the Seller free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever. Upon transfer to the Purchaser of the Acquisition Shares, the Seller will convey to the Purchaser good title to the Acquisition Shares, free and clear of all liens, security interests, pledges, charges, claims of creditors, encumbrances, stockholders' agreements, voting trusts, and adverse claims of any kind or nature whatsoever. (b) Upon transfer of the Acquisition Shares, and assuming that Acquisition Company A complies with Section 11 of the Registration Rights Agreement, the Acquisition Shares shall -5- be "Registrable Stock" as defined in the Registration Rights Agreement, and registration rights shall be attributable to such Acquisition Shares, subject to the terms and conditions of the Registration Rights Agreement. SECTION 2.2 LITIGATION AND CLAIMS. There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending (to the Seller's knowledge), threatened, or (to the Seller's knowledge) in prospect therefor, that would prohibit the transactions contemplated pursuant to this Agreement. SECTION 2.3 ORGANIZATION. The Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Georgia. SECTION 2.4 AUTHORITY TO SELL. The Seller has all requisite power and authority to execute, deliver, and perform this Agreement and the instruments and documents contemplated hereby. All necessary company proceedings of the Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and the instruments and documents contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Seller, is the legal, valid, and binding obligation of the Seller, and is enforceable as to the Seller in accordance with its terms. SECTION 2.5 RESTRICTIONS. The Seller is under no contractual restriction or obligation that is materially inconsistent with the execution and performance of this Agreement. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any foreign, United States, state, -6- local, or other governmental authority or any court or other tribunal is required by the Seller or any of its affiliated or controlling entities for the execution, delivery, or performance of this Agreement by the Seller. The transfer of the Acquisition Shares to the Purchaser has been approved by the requisite Spanish courts and governmental authorities, if required, and cannot be rescinded by any judicial or governmental authority. III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to the Seller as follows: SECTION 3.1 ORGANIZATION. The Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. SECTION 3.2 AUTHORITY TO BUY. The Purchaser has the requisite power and authority to execute, deliver, and perform this Agreement and the instruments and documents contemplated hereby. All necessary company proceedings of the Purchaser have been duly taken to authorize the execution, delivery, and performance of this Agreement and the instruments and documents contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Purchaser, is the legal, valid, and binding obligation of the Purchaser, and is enforceable as to the Purchaser in accordance with its terms. SECTION 3.3 LITIGATION AND CLAIMS. There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending (to the Purchaser's knowledge) threatened, or (to the Purchaser's -7- knowledge) in prospect therefor, that would prohibit the transactions contemplated pursuant to this Agreement. SECTION 3.4 RESTRICTIONS. The Purchaser is not under any contractual restriction or obligation that is materially inconsistent with the execution and performance of this Agreement. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any foreign, United States, state, local, or other governmental authority or any court or other tribunal is required by the Purchaser or any Affiliate thereof for the execution, delivery, or performance of this Agreement by the Purchaser. SECTION 3.5 PURCHASES FOR INVESTMENT PURPOSES ONLY. The Purchaser is acquiring the Acquisition Shares for its own account for investment purposes only and with no intention of offering, distributing or reselling the Acquisition Shares or any part thereof in any transaction that would be in violation of any Federal or State securities laws, without prejudice, however, to any right of the Purchaser to sell or otherwise dispose of all or any part of the Acquisition Shares under a registration under the Securities Act of 1933, as amended, (hereinafter "Securities Act") and other applicable State securities laws or under an exemption from such registration available under the Securities Act and other applicable State securities laws. The Purchaser has not taken or caused to be taken, and shall not take or cause to be taken, any action that would cause the Purchaser, the Seller, the Company or any of their respective Affiliates to be deemed an underwriter, as defined in Section 2(11) of the Securities Act. SECTION 3.6 SOPHISTICATED INVESTOR. (a) The Purchaser is a sophisticated investor as such term is contemplated under the Securities Act of 1933, as amended. The Purchaser recognizes that the Company emerged from -8- bankruptcy on December 27, 1991, and that the purchase of the Acquisition Shares involves significant risks. The Purchaser also recognizes that none of the proceeds from the purchase of the Acquisition Shares shall accrue to the benefit of the Company, but shall instead accrue to the benefit of the Seller. (b) The Purchaser is not relying upon the Seller, the Company, or any of their respective Affiliates, accountants, attorneys or financial advisors for advice with respect to whether the Purchaser's purchase of the Acquisition Shares constitutes a legal investment for the Purchaser or with respect to the tax or other legal consequences of such purchase. SECTION 3.7 RESTRICTED SECURITIES. (a) The Purchaser understands and agrees that (i) the sale of the Acquisition Shares has not been registered under the Securities Act or any State securities laws; and (ii) the Purchaser shall not offer or sell the Acquisition Shares except pursuant to registration under the Securities Act or an available exemption from registration under the Securities Act. (b) The Purchaser agrees to the imprinting, so long as appropriate, of any certificates representing the Acquisition Shares with a conspicuous legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES SHALL NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EITHER (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL, AS MAY BE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROPOSED -9- SALE OR TRANSFER IS IN ACCORDANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IV. CONDITIONS TO OBLIGATIONS OF THE PURCHASER. The obligations of the Purchaser under this Agreement are subject, at the option of the Purchaser, to the satisfaction of the following conditions: SECTION 4.1 ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All representations and warranties of the Seller contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing as though such representations and warranties were then made in exactly the same language by the Seller; as of the Closing, the Seller shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by it at or before such time by this Agreement; and the Purchaser shall have received a certificate executed by the Seller, dated the Closing Date, to that effect. SECTION 4.2 OPINION OF COUNSEL. The Seller shall deliver to the Purchaser on the Closing Date the opinion or opinions of counsel to the Seller, in form and substance satisfactory to counsel for the Purchaser, substantially to the effect that: (a) The Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Georgia. (b) This Agreement has been duly authorized, executed, and delivered by the Seller, constitutes the legal, valid, and binding obligation of the Seller, and (subject to applicable United -10- States bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to Seller in accordance with its terms. (c) To counsel's knowledge, the Seller is under no contractual restriction or obligation which is materially inconsistent with the execution and performance of this Agreement and the instruments and documents contemplated hereby. To Counsel's knowledge, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any governmental authority or any court or other tribunal is required by the Seller or any of its affiliated or controlling entities for the execution, delivery, or performance of this Agreement by the Seller. (d) The transfer of the Acquisition Shares by the Seller to the Purchaser does not require the approval of any Spanish courts or governmental authorities. SECTION 4.3 OTHER CLOSING DOCUMENTS. The Seller shall have delivered to the Purchaser at or prior to the Closing such other documents (including, without limitation, an incumbency certificate) as the Purchaser may reasonably request in order to enable the Purchaser to determine whether the conditions to their obligations under this Agreement have been met and otherwise to carry out the provisions of this Agreement. SECTION 4.4 LEGAL ACTION. There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge the consummation of, the transactions contemplated by this Agreement, or to obtain substantial damages with respect thereto. -11- SECTION 4.5 NO GOVERNMENTAL ACTION. There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the Purchaser, (a) makes any of the transactions contemplated by this Agreement, illegal, (b) results in a delay in the ability of the Purchaser to consummate any of the transactions contemplated by this Agreement, (c) imposes material limitations on the ability of the Purchaser effectively to exercise full rights of ownership of such Acquisition Shares including the right to vote such Acquisition Shares on all matters properly presented to the stockholders of the Company, or (d) otherwise prohibits, restricts, or delays consummation of any of the transactions contemplated by this Agreement or impairs the contemplated benefits to the Purchaser of any of the transactions contemplated by this Agreement. SECTION 4.6 PESA CLOSING. Pesa, Inc. and Acquisition Company A shall have closed an agreement relating to the acquisition of Common Stock of the Company. V. CONDITIONS TO OBLIGATIONS OF SELLER. The Obligations of the Seller under this Agreement are subject, at the option of the Seller, to the satisfaction of the following conditions: SECTION 5.1 ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All representations and warranties of the Purchaser contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing as though such representations -12- and warranties were then made in exactly the same language by the Purchaser; as of the Closing, the Purchaser shall have performed and complied with all conditions required to be performed and complied with by it at or before such time by this Agreement, and the Seller shall have received a certificate executed by an executive officer of the Purchaser, dated the Closing Date, to that effect. SECTION 5.2 OPINION OF COUNSEL. The Purchaser shall have delivered to the Seller on the Closing Date the opinion of counsel to the Purchaser, in form and substance satisfactory to counsel for the Seller, substantially to the effect that: (a) The Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) This Agreement has been duly authorized, executed, and delivered by the Purchaser, constitutes the legal, valid, and binding obligation of the Purchaser, and (subject to applicable United States bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to the Purchaser in accordance with its terms. SECTION 5.3 OTHER CLOSING DOCUMENTS. The Purchaser shall have delivered to the Seller at or prior to the Closing such other documents (including, without limitation, an incumbency certificate) as the Seller may reasonably request in order to enable the Seller to determine whether the conditions to its obligations under this Agreement have been met or otherwise to carry out the provisions of this Agreement. -13- SECTION 5.4 PESA AGREEMENT. PESA, Inc. and Acquisition Company A shall have closed an agreement relating to the acquisition of Common Stock of the Company. SECTION 5.5 LEGAL ACTION. There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge the consummation of, the transactions contemplated by this Agreement, or to obtain substantial damages with respect thereto. SECTION 5.6 NO GOVERNMENTAL ACTION. There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement (including, without limitation, compliance with the Securities Act), by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, (a) makes any of the transactions contemplated by this Agreement, illegal, (b) results in a material delay in the ability of the Seller to consummate any of the transactions contemplated by this Agreement, or (c) otherwise prohibits, restricts, or delays consummation of any of the material transactions contemplated by this Agreement or materially impairs the contemplated material benefits to the Seller of any of the transactions contemplated by this Agreement. -14- VI. COVENANTS OF SELLER AND SERVIZIO. The Seller and Servizio covenant and agree as follows: SECTION 6.1 CONTROL OF BOARD. The Seller and Servizio shall use their best efforts to facilitate the transfer of control of the Board of Directors of the Company immediately following the Closing. SECTION 6.2 STOCK OPTIONS. Until the Release Time (as defined in Section 6.5(b)), the Seller and Servizio shall use their best efforts to prevent the Company from granting stock options under the Chyron Corporation 1995 Long-Term Incentive Plan. SECTION 6.3 ADVICE OF CHANGES. Until the Release Time, the Seller or Servizio will immediately advise the Purchaser in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which it or he obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in this Agreement or schedules or exhibits hereto, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied. SECTION 6.4 PUBLIC STATEMENTS. Until the Release Time, the Seller and Servizio shall not disseminate any information to the public regarding this Agreement or the transactions contemplated hereby, without the prior written -15- consent of the Purchasers, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained herein shall prevent the Seller or Servizio from disclosing any information as required by the U.S. Federal Securities laws, the rules governing the New York Stock Exchange, to any governmental authority if required to do so by law, or to any court or tribunal. SECTION 6.5 OTHER PROPOSALS. (a) Until the Release Time, the Seller and Servizio shall not, and shall neither authorize nor permit any officer, director, employee, counsel, agent, investment banker, accountant, affiliate, or other representative of the Seller or Servizio, directly or indirectly, to: (i) discuss with any person or entity in an effort to solicit any Proposal (as such term is defined in this Section 6.5(a)); (ii) cooperate with, or furnish or cause to be furnished any non-public information relating to the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company, to any person or entity in connection with any Proposal; (iii) negotiate with any person or entity with respect to any Proposal; or (iv) enter into any agreement or understanding with the intent to effect a Proposal. As used in this Section 6.5, the term "Proposal" shall mean any proposal, other than as contemplated by this Agreement, (x) for a merger, consolidation, reorganization, other business combination, or recapitalization involving the Company, for the acquisition of a one percent (1%) or greater interest in the equity or in any class or series of capital stock of the Company, for the acquisition of the right to cast one percent (1%) or more of the votes on any matter with respect to the Company, or for the acquisition of a substantial portion of any of its assets other than in the ordinary course of its businesses or (y) the effect of which may be to prohibit, restrict, or delay the consummation of -16- any of the transactions contemplated by this Agreement or impair the contemplated benefits to the Purchaser or of any of the transactions contemplated by this Agreement. (b) The term "Release Time" shall mean the earlier to occur of (i) the Closing Date; (ii) the rightful termination of this Agreement by the Seller; (iii) the abandonment of this Agreement by both parties pursuant to Section 1.2 hereof; or (iv) September 30, 1995. (c) In the event that Section 6.5 is breached, the Seller or Servizio shall promptly pay Acquisition Company A (i) the greater of (x) $1 million or (y) 50% of the difference in fair market values inherent in the third party offer plus (ii) all legal, accounting, and other fees, costs, and expenses reasonably incurred by the Purchaser in connection with this Agreement and the enforcement thereof provided that such additional costs and expenses shall not exceed $375,000. The sums referred to in this Section 6.5(c) shall be the exclusive remedy of the Purchaser for a breach of Section 6.5. The obligations of the Seller and Servizio pursuant to this Section 6.5(c) are joint and several. (d) On the date hereof, as security for the Seller's and Servizio's obligations pursuant to Article I and Section 6.5 hereof, the Seller shall deposit and deliver to First Union National Bank of North Carolina, a national banking association (the "Escrow Agent") 14 million Acquisition Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank (the "Escrowed Property"). The Escrow Agent shall hold and dispose of the Escrowed Property in accordance with the terms and provisions of the Escrow Agreement (the "Escrow Agreement") which shall be executed and delivered simultaneously with this Agreement, and which shall be mutually acceptable to the parties hereto. -17- SECTION 6.6 VOTING BY STOCKHOLDERS. The Seller agrees that until the Release Time, it will vote all securities of the Company which it is entitled to vote against (except as otherwise contemplated by this Agreement) (a) any merger, consolidation, reorganization, other business combination, or capitalization involving the Company, (b) any sale of assets of the Company, (c) any stock split, stock dividend, or reverse stock split relating to any class or series of the Company's stock, (d) any issuance of any shares of capital stock of the Company, any option, warrant, or other right calling for the issuance of any such share of capital stock, or any security convertible into or exchangeable for any such share of capital stock, (e) any authorization of any other class or series of stock of the Company, (f) the amendment of the certificate of incorporation (or other charter document) or the by-laws of the Company, or (g) any other proposition the effect of which may be to prohibit, restrict, or delay materially the consummation of any of the transactions contemplated by this Agreement or to impair materially the contemplated benefits to the Purchaser of the transactions contemplated by this Agreement. SECTION 6.7 VOTING. After the Closing Date, SEPA shall vote all shares of Common Stock of the Company that it beneficially owns in accordance with the directions of Acquisition Company A. In furtherance of this purpose, SEPA shall deliver to Acquisition Company A, at the Closing, SEPA's proxy relating to the voting of such Common Stock. -18- VII. COVENANTS OF PURCHASER. The Purchaser covenants and agrees as follows: SECTION 7.1 CONFIDENTIALITY. The Purchaser shall insure that all confidential information, if any, which the Purchaser may receive from the Seller shall not be disclosed to any other person or entity at any time or used by any of them without the prior written consent of the Seller; provided, however, that the restrictions of this sentence shall not apply (a) after the Closing takes place, (b) as may otherwise be required by law, (c) as may be necessary or appropriate in connection with the enforcement of this Agreement, or (d) to the extent the information shall have otherwise become publicly available. SECTION 7.2 MANAGEMENT AGREEMENT. (a) The Purchaser shall not take any action to cancel the Management Agreement of SEPA with the Company, prior to December 31, 1997. SEPA agrees that management fees under such Management Agreement shall be subject to an annual limit of $1.5 million. (b) The Purchaser and SEPA agree to negotiate in good faith the modification of certain terms of the Management Agreement in order to provide for the deferral of payments (upon payment of interest thereon) to SEPA thereunder, in light of the cash flow of the Company. SECTION 7.3 ADVICE OF CHANGES. Until the Release Time, the Purchaser will immediately advise the Seller in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which it or he obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in this Agreement or schedules or exhibits hereto, which (if -19- existing and known at any time prior to or at the Closing) would make the performance by any party of this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied. SECTION 7.4 PUBLIC STATEMENTS. Until the Release Time, the Purchaser shall not disseminate any information to the public regarding this Agreement or the transactions contemplated hereby, without the prior written consent of the Seller, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained herein shall prevent the Purchaser from disclosing any information as required by the U.S. Federal Securities laws, the rules governing the New York Stock Exchange, to any governmental authority if required to do so by law, or to any court or tribunal. VIII. INDEMNIFICATION; SURVIVAL; LIMITATIONS ON LIABILITY. SECTION 8.1 INDEMNIFICATION. (a) Subject to the terms and conditions set forth in Section 8.2, the Seller agrees to indemnify and hold harmless the Purchaser, its officers, directors, employees, counsel, and agents, (collectively, the "Indemnitees"), against and in respect of any and all claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and reasonable legal and other expenses related thereto (collectively, "Claims"), as and when incurred, arising out of or based upon any breach of any representation, warranty, covenant, or agreement of the Seller contained in this Agreement (including the exhibits and schedules attached hereto) and any document, instrument or certificate delivered pursuant to this Agreement. -20- (b) Each Indemnitee shall give the Seller prompt notice of any claim asserted or threatened against such Indemnitee on the basis of which such Indemnitee intends to seek indemnification (but the obligations of the Seller shall not be conditions upon receipt of such notice, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice). The Seller shall promptly assume the defense of any Indemnitee, with counsel reasonably satisfactory to such Indemnitee, and the fees and expenses of such counsel shall be at the sole cost and expense of the Seller. Notwithstanding the foregoing, any Indemnitee shall be entitled, at his or its expense, to employ counsel separate from counsel for the Seller and from any other party in such action, proceeding, or investigation. No Indemnitee may agree to a settlement of a claim without the prior written approval of the Seller, which approval shall not be unreasonably withheld. SECTION 8.2 SURVIVAL. (a) Subject to the provisions of Section 8.2(b), the covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive the Closing and the delivery of the purchase price by the Purchaser. (b) The liabilities and obligations of the Seller and the Purchaser under this Agreement shall be subject to the following limitations: (i) The Seller and the Purchaser shall have no liability or obligation with respect to any claim for a breach of a representation or warranty under this Agreement made after two (2) years from the Closing Date; and -21- (ii) The Seller and the Purchaser shall not be responsible for any claims until the cumulative aggregate amount thereof shall exceed Twenty-Five Thousand ($25,000.00) Dollars (the "Minimum Amount") in which case the Seller or the Purchaser, as the case may be, shall then be liable for all amounts in excess of the Minimum Amount. IX. MISCELLANEOUS. SECTION 9.1 BROKERAGE FEES. (a) If any person shall assert a claim to a fee, commission, or other compensation on account of alleged employment as a broker or finder, in connection with or as a result of any of the transactions contemplated by this Agreement, the party purportedly engaging such broker or finder shall indemnify and hold harmless the other parties against any and all Claims (as defined in Section 8.1), as and when incurred, arising out of, based upon, or in connection with such Claim by such person, except to the extent that it is determined in any suit, action, or proceeding that such other parties had engaged such broker or finder. (b) The Seller represents and warrants that it has not entered into any agreement with Percival Hudgins and Company, Inc. ("Percival Hudgins"). Based on this representation, the Purchaser agrees that the Seller shall not be liable or have any obligation with respect to any claim for a fee, commission, or other compensation claimed by Percival Hudgins against the Company. -22- SECTION 9.2 FURTHER ACTIONS. At any time and from time to time, each party agrees, as its expense, to take such actions and to execute and deliver such documents or instruments as may be reasonably necessary to effectuate the purposes of this Agreement. SECTION 9.3 SUBMISSION TO JURISDICTION. Each of the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York and of any Federal court located in the State of New York in connection with any action or proceeding arising out of or relating to this Agreement or of any document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement. SECTION 9.4 MERGER; MODIFICATION. This Agreement, the Escrow Agreement, and the schedules, exhibits, and certificates attached hereto set forth the entire understanding of the parties with respect to the subject matter hereof, supersede all existing agreements concerning such subject matter, and may be modified only by a written instrument duly executed by each party to be charged. SECTION 9.5 NOTICES. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested (or by the most nearly comparable method if mailed from or to a location outside of the United States) or by Federal Express, U.S. Express Mail, or similar overnight delivery or courier service or delivered (in person or by telecopy, or similar telecommunications equipment) against receipt to the party to whom it is to be given -23- at the address of such party set forth below (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 9.5): Purchaser: Michael Wellesley-Wesley Camhy Karlinsky & Stein LLP 1740 Broadway New York, New York 10019 Attn: Dan DeWolf with a copy (which copy shall not constitute notice) to: Sheldon D. Camhy, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway New York, New York 10019 Seller or Servizio: Mr. Miguel S. Moraga Treasurer and Chief Financial Officer Pesa, Inc. 5 Hub Drive Melville, New York 11087 with a copy (which copy shall not constitute notice) to: John C. Jost, Esq. Dow Lohnes & Albertson 1255 Twenty-Third Street, N.W. Washington, D.C. 20037 Any notice or other communication given by certified mail (or by such comparable method) shall be deemed given at the time of certification thereof (or comparable act) except for a notice changing a party's address which will be deemed given at the time of receipt thereof. Any notice given by other means permitted by this SECTION 9.5 shall be deemed given at the time of receipt thereof. -24- SECTION 9.6 WAIVER. Any waiver by any party of a breach of any terms of this Agreement shall not operate as or be construed to be a waiver of any other breach of that term or of any breach of any other term of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. SECTION 9.7 BINDING EFFECT. The provisions of this Agreement shall be binding upon and inure to the benefit of the Purchaser, and its respective successors and assigns and the Seller and Servizio and its or his respective successors, assigns, heirs, and personal representatives, and shall inure to the benefit of each Indemnitee and its successors and assigns (if not a natural person) and his assigns, heirs, and personal representatives (if a natural person). SECTION 9.8 NO THIRD-PARTY BENEFICIARIES. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement (except as provided in 9.7). SECTION 9.9 SEPARABILITY. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. -25- SECTION 9.10 HEADINGS. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. SECTION 9.11 COUNTERPARTS; GOVERNING LAW. This Agreement may be executed in any number of counterparts (and by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the rules governing the conflicts of laws. SECTION 9.12 ENGLISH LANGUAGE. This Agreement shall be governed solely by the English language version of this Agreement. Any translated version shall not be binding upon the parties. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above. SEPA TECHNOLOGIES LTD. CO. CC ACQUISITION COMPANY A, L.L.C. By: /s/ John A. Servizio By: /s/ Michael I. Wellesley-Wesley ----------------------------- ---------------------------------- Name: John A. Servizio Name: Michael I. Wellesley-Wesley Title: Chairman & CEO Title: Vice President /s/ John A. Servizio - ----------------------------- John A. Servizio -26- EX-99.C 4 EXHIBIT 99.C REGISTRATION RIGHTS AGREEMENT Exhibit "C" This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 26th day of May, 1995, by and between CHYRON CORPORATION, a New York corporation (the "Company"), and CC ACQUISITION COMPANY A, L.L.C., a Delaware limited liability company (the "Purchaser"). R E C I T A L S WHEREAS, the Purchaser is purchasing 10,000,000 shares of the common stock, par value $.01 per share, of the Company (the "Acquisition Shares") from PESA, Inc., a Delaware corporation ("PESA"), pursuant to a Stock Purchase Agreement by and among the Purchaser, CC Acquisition Company B, L.L.C., a Delaware limited liability company, and PESA, dated as of May 26, 1995 (the "Stock Purchase Agreement"); WHEREAS, it is a requirement of the Stock Purchase Agreement that the Company provide certain registration rights with regard to the Acquisition Shares; WHEREAS, it is in the best interests of the Company that the Stock Purchase Agreement be executed, delivered and closed; NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and conditions set forth in this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS AND REFERENCES. For purposes of this Agreement, in addition to the definitions set forth above and elsewhere herein, the following terms shall have the following meanings: (a) The term "Commission" shall mean the Securities and Exchange Commission and any successor agency. (b) The terms "register", "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the 1933 Act (as herein defined) and the declaration or ordering of effectiveness of such registration statement or document. (c) For purposes of this Agreement, the term "Registrable Stock" shall mean (i) the Acquisition Shares, (ii) any shares of the common stock of the Company, par value $.01 per share (the "Common Stock") issued as (or issuable upon the conversion or exercise of any warrant, right, option or other convertible security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Acquisition Shares, and (iii) any Common Stock issued by way of stock split of the Acquisition Stock. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (w) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (x) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned. (d) The number of shares of "Registrable Stock then outstanding" as of any time shall be equal to (i) the number of shares of Common Stock then outstanding which are Registrable Stock, plus (ii) the number of shares of Common Stock issuable pursuant to the then exercisable or convertible warrants, rights, options or convertible securities referred to in clause (ii) of Section 1(c) above. (e) The term "Holder" shall mean the Purchaser or any transferee or assignee thereof to whom the rights under this Agreement are assigned in accordance with the provisions of Section 11 hereof, PROVIDED that the Purchaser or such transferee or assignee shall then own Registrable Stock. (f) The term "1933 Act" shall mean the Securities Act of 1933, as amended. (g) An "affiliate of such Holder" shall mean a person who controls, is controlled by or is under common control with such Holder, or the spouse or children (or a trust exclusively for the benefit of the spouse and/or children) of such Holder, or, in the case of a Holder that is a partnership, its partners. (h) The term "Person" shall mean an individual, corporation, partnership, trust, unincorporated organization or association or other entity, including any governmental entity. (i) References in this Agreement to any rules, regulations or forms promulgated by the Commission shall include rules, regulations and forms succeeding to the functions thereof, whether or not bearing the same designation. -2- 2. DEMAND REGISTRATION. (a) Any Holder or Holders owning in the aggregate not less than a majority of the shares of Registrable Stock then outstanding (the "Initiating Holders") may make a written request to the Company (specifying that it is being made pursuant to this Section 2) that the Company file a registration statement under the 1933 Act (or a similar document pursuant to any other statute then in effect corresponding to the 1933 Act) covering the registration of Registrable Stock. In such event, the Company shall (x) within ten (10) days thereafter notify in writing all other Holders of Registrable Stock of such request, and (y) use its best efforts to cause to be registered under the 1933 Act all Registrable Stock that the Initiating Holders and such other Holders have, within twenty (20) days after the Company has given such notice, requested be registered. Unless a majority in interest of the Holders requesting to participate in such registration shall consent in writing, no other party, including the Company (but excluding another Holder), shall be permitted to offer securities in connection with such registration. (b) If the Initiating Holders intend to distribute the Registrable Stock covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their request pursuant to Section 2(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2(a) above. In such event, the Holder's right to include its Registrable Stock in such registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Stock in the underwritten offering to the extent provided in this Section 2. All Holders proposing to distribute Registrable Stock through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld; PROVIDED, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders; and PROVIDED FURTHER, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the underwriter. -3- (c) Notwithstanding any other provision of this Section 2 to the contrary, if the managing underwriter of an underwritten offering of the Registrable Stock requested to be registered pursuant to this Section 2 advises the Initiating Holders in writing that in its opinion marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Stock that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Stock that may be included in such underwritten offering shall be allocated among all such Holders, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be included in such registration by each Holder at the time of filing the registration statement; PROVIDED, that in the event of such limitation of the number of shares of Registrable Stock to be underwritten, the Holders shall be entitled to an additional demand registration pursuant to this Section 2. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw by written notice to the Company, the managing underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. (d) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect a registration pursuant to this Section 2 during the period starting with the fourteenth day immediately preceding the date of anticipated filing by the Company of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company; PROVIDED, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective; and PROVIDED FURTHER, that the Company's estimate of the date of filing such registration statement shall be made in good faith. (e) The Company shall be obligated to effect and pay for only one (1) registration pursuant to this Section 2; PROVIDED, that a registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2(e), unless (i) it has been declared effective by the Commission, (ii) if it is a shelf registration, it has remained effective for the period set forth in Section 4(b), (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Commission (other than any such action prompted by any act or omission of the Holders), and (iv) no limitation of the number of shares of Registrable Stock to be underwritten has been required pursuant to Section 2(c) hereof. 3. INCIDENTAL REGISTRATION. If at any time the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form -4- S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than forty (40) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company's notice, the Company shall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; PROVIDED, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount of securities they intended to offer. 4. OBLIGATIONS OF THE COMPANY. Whenever required under Section 2 to use its best efforts to effect the registration of any Registrable Stock, the Company shall, as expeditiously as possible: (a) prepare and file with the Commission, not later than sixty (60) days after receipt of a request to file a registration statement with respect to such Registrable Stock, a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such issue of Registrable Stock in accordance with the intended method of distribution thereof, and use its such best efforts to cause such registration statement to become effective as promptly as practicable thereafter; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to one counsel selected by the Holders of a majority in interest of the Registrable Stock covered by such registration statement copies of all such documents proposed to be filed, and (ii) notify each such Holder of any stop order -5- issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than one hundred twenty (120) days or such shorter period which will terminate when all Registrable Stock covered by such registration statement has been sold (but not before the expiration of the forty (40) or ninety (90) day period referred to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable), and comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (c) furnish to each Holder and any underwriter of Registrable Stock to be included in a registration statement copies of such registration statement as filed and each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Stock owned by such Holder; (d) use its best efforts to register or qualify such Registrable Stock under such other securities or blue sky laws of such jurisdictions as any selling Holder or any underwriter of Registrable Stock reasonably requests, and do any and all other acts which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Stock owned by such Holder; PROVIDED that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction; (e) use its best efforts to cause the Registrable Stock covered by such registration statement to be registered with or approved by such other governmental agencies or other authorities as may be necessary by virtue of the business and operations of the Company to enable the selling Holders thereof to consummate the disposition of such Registrable Stock; -6- (f) notify each selling Holder of such Registrable Stock and any underwriter thereof, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act (even if such time is after the period referred to in Section 4(b)), of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances being made not misleading, and prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Stock, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances being made not misleading; (g) make available for inspection by any selling Holder, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspector, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, in connection with such registration statement. Records or other information which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records or other information is necessary to avoid or correct a misstatement or omission in the registration statement, or (ii) the release of such Records or other information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each selling Holder shall, upon learning that disclosure of such Records or other information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records or other information deemed confidential; (h) furnish, at the request of any Holder requesting registration of Registrable Stock pursuant to Section 2, on the date that such shares of Registrable Stock are delivered to the underwriters for sale pursuant to such registration or, if such Registrable Stock is not being sold through underwriters, on the date that the registration statement with respect to such shares of Registrable Stock becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and if such Registrable Stock is not being sold through -7- underwriters, then to the Holders making such request, as to such matters as such underwriters or the Holders holding a majority of the Registrable Stock included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) a letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Stock is not being sold through underwriters, then to the Holders making such request and, if such accountants refuse to deliver such letter to such Holder, then to the Company (i) stating that they are independent certified public accountants within the meaning of the 1933 Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the 1933 Act, and (ii) covering such other financial matters (including information as to the period ending not more than five (5) business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Holders holding a majority of the Registrable Stock being so registered may reasonably request and as would be customary in such a transaction; (i) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Stock to be so included in the registration statement; (j) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the 1933 Act; and (k) use its best efforts to cause all such Registrable Stock to be listed on the New York Stock Exchange and/or any other securities exchange on which similar securities issued by the Company are then listed, or traded on the National Association of Securities Dealers Automated Quotations System, if such listing or trading is then permitted under the rules of such exchange or system, respectively. -8- The Company may require each selling Holder of Registrable Stock as to which any registration is being effected to furnish to the Company such information regarding the distribution of such Registrable Stock as the Company may from time to time reasonably request in writing. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof, such Holder will forthwith discontinue disposition of Registrable Stock pursuant to the registration statement covering such Registrable Stock until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Stock current at the time of receipt of such notice. In the event the Company shall give any such notice, the Company shall extend the period during which such registration statement shall be maintained effective pursuant to this Agreement (including the period referred to in Section 4(b)) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 4(f) hereof to and including the date when each selling Holder of Registrable Stock covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof. 5. HOLDBACK AGREEMENT. (a) RESTRICTIONS ON PUBLIC SALE BY HOLDER. To the extent not inconsistent with applicable law, each Holder whose Registrable Stock is included in a registration statement agrees not to effect any public sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the 1933 Act, during the fourteen (14) days prior to, and during the ninety (90) day period beginning on, the effective date of such registration statement (except as part of the registration), if and to the extent requested by the Company in the case of a non-underwritten public offering or if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering. (b) RESTRICTIONS ON PUBLIC SALE BY THE COMPANY AND OTHERS. The Company agrees (i) not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, during the fourteen (14) days prior to, and during the ninety (90) day period beginning on, the effective date of any registration statement in which Holders are participating (except as part of such registration), if and to the extent requested by the Holders in the case of a non-underwritten -9- public offering or if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering; and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any securities convertible into or exchangeable or exercisable for such securities (other than pursuant to an effective registration statement) shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 under the 1933 Act. 6. EXPENSES OF REGISTRATION. All expenses incurred in connection with each registration pursuant to Sections 2 and 3 of this Agreement, excluding underwriters' discounts and commissions, but including, without limitation, all registration, filing and qualification fees, word processing, duplicating, printers' and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), exchange listing fees or National Association of Securities Dealers fees, messenger and delivery expenses, all fees and expenses of complying with securities or blue sky laws, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one (1) counsel for the selling Holders (which counsel shall be selected by Holders holding a majority in interest of the Registrable Stock being registered) shall be paid by the Company. The selling Holders shall bear and pay the underwriting commissions and discounts applicable to the Registrable Stock offered for their account in connection with any registrations, filings and qualifications made pursuant to this Agreement. 7. INDEMNIFICATION AND CONTRIBUTION. (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify, to the full extent permitted by law, each Holder, its officers, directors and agents and each Person who controls such Holder (within the meaning of the 1933 Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein (in case of a prospectus or preliminary prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information with respect to such Holder furnished in writing to the Company by such Holder expressly for use therein or by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company's compliance with Section 4(c) hereof. The Company will also indemnify any underwriters of the Registrable Stock, their officers and directors and each Person -10- who controls such underwriters (within the meaning of the 1933 Act) to the same extent as provided above with respect to the indemnification of the selling Holders. (b) INDEMNIFICATION BY HOLDERS. In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact or any omission or alleged omission of a material fact required to be stated in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such Holder so furnished in writing by such Holder. Notwithstanding the foregoing, the liability of each such Holder under this Section 7(b) shall be limited to an amount equal to the initial public offering price of the Registrable Stock sold by such Holder, unless such liability arises out of or is based on willful misconduct of such Holder. (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such Person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such Person will claim indemnification or contribution pursuant to this Agreement and, unless in the reasonable judgment of such indemnified party, a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claim, permit the indemnifying party to assume the defense of such claims with counsel reasonably satisfactory to such indemnified party. Whether or not such defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). Failure by such Person to provide said notice to the indemnifying party shall itself not create liability except to the extent of any injury caused thereby. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. If the indemnifying party is not entitled to, or elects not to, assume -11- the defense of a claim, it will not be obligated to pay the fees and expenses of more than one (1) counsel with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. (d) CONTRIBUTION. If for any reason the indemnity provided for in this Section 7 is unavailable to, or is insufficient to hold harmless, an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties; and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7 (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this Section 7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 7(a) -12- and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 7. 8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's securities on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 9. RULE 144. The Company covenants that it will file the reports required to be filed by it under the 1933 Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations adopted by the Commission thereunder; and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Stock without registration under the 1933 Act within the limitation of the exemptions provided by (a) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 10. CERTAIN LIMITATIONS ON REGISTRATION RIGHTS. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall not be required to register any Registrable Stock under this Agreement which are not "restricted securities" within the meaning of Rule 144(a)(3) under the 1933 Act. 11. TRANSFER OF REGISTRATION RIGHTS. The registration rights of any Holder under this Agreement with respect to any Registerable stock may be transferred to any transferee of such Registrable Stock; PROVIDED that such transfer may otherwise be effected in accordance with applicable securities laws; PROVIDED FURTHER, that the transferring Holder shall give the Company written notice at or prior to the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which the rights under this Agreement are being transferred; PROVIDED FURTHER, that such transferee shall agree in writing, in form and substance satisfactory to the Company, to be bound as a Holder by the provisions of this Agreement; and PROVIDED FURTHER, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by such transferee is restricted under the 1933 Act. Except as set forth in this Section 11, no transfer of Registrable Stock shall cause such Registrable Stock to lose such status. 12. MISCELLANEOUS. -13- (a) NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders in this Agreement. The Company has not previously entered into any agreement with respect to any of its securities granting any registration rights to any Person, other than agreements which by reason of lapse of time do not require the Company as a practical matter to register any securities for any Person. (b) REMEDIES. Each Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive (to the extent permitted by law) the defense in any action for specific performance that a remedy of law would be adequate. (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of the Holders of at least a majority of the Registrable Stock then outstanding affected by such amendment, modification, supplement, waiver or departure. (d) SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Nothing in this Agreement,, express or implied, is intended to confer upon any Person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (e) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and to be performed wholly within that state, without regard to the conflict of law rules thereof. (f) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -14- (g) READINGS. The headings in this Agreement are used for convenience of reference only and are not to be considered in construing or interpreting this Agreement. (h) NOTICES. Any notice required or permitted under this Agreement shall be given in writing and shall be delivered in person or by telecopy or by air courier guaranteeing no later than second business day delivery, directed to (a) the Company at the address set forth below its signature hereof or (b) to a Holder at the address therefor as set forth in the Company's records. The initial address for the Holders is Michael Wellesley-Wesley, c/o Camhy Karlinsky & Stein LLP, 1740 Broadway, New York, New York 10019. Any party may change its address for notice by giving 10 days advance written notice to the other parties. Every notice or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, or on the date actually received, if sent by telecopy or overnight courier service, with receipt acknowledged. (i) SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Holders shall be enforceable to the fullest extent permitted by law. (j) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. (k) ATTORNEYS' FEES. In an action or proceeding brought to enforce any provision of this Agreement where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees in addition to any other available remedy. (l) ENFORCEABILITY. This Agreement shall remain in full force and effect notwithstanding any breach or purported breach of, or relating to, the Stock Purchase Agreement. -15- (m) EFFECTIVE DATE. The registration rights provided herein shall become effective upon the earliest to occur of (i) the receipt by the Company from the Purchaser of written notice that (x) the Stock Purchase Agreement has failed to close due to its abandonment by the parties thereto, (y) the Stock Purchase Agreement has been terminated by mutual agreement of the parties thereto, or (z) the Stock Purchase Agreement has been breached by either party, (ii) the Closing (as defined in the Stock Purchase Agreement), and (iii) September 30, 1995. (n) TERMINATION. The registration rights provided herein shall terminate upon delivery to the Purchaser of a certificate of each of the Company and PESA (and such other documents or legal opinions as may be reasonably requested by the Purchaser) stating and confirming that the registration rights described in the Registration Rights Agreement, by and between the Company and Pesa, dated December 27, 1991, relating to ten million shares of the Company's Common Stock, have been validly transferred to CC Acquisition Company B, L.L.C., a Delaware limited liability company, in conformance with Sections 1.1(c) and 9.13 of the Stock Purchase Agreement. -16- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CHYRON CORPORATION, a New York corporation By: /s/ John A. Servizio ------------------------------- Name: John A. Servizio Title: Chairman & CEO 5 Hub Drive Melville, New York 11087 Attention: CEO ----------------------- CC ACQUISITION COMPANY A, L.L.C. a Delaware limited liability company By: /s/ Michael Wellesley-Wesley ------------------------------- Name: Michael Wellesley-Wesley Title: Vice President -17- EX-99.D 5 EXHIBIT 99.D ESCROW AGREEMENT Exhibit "D" THIS ESCROW AGREEMENT, dated as of May 26, 1995 ("Escrow Agreement"), is by and among Pesa, Inc., a Delaware corporation ("PESA"); CC Acquisition Company A, L.L.C., a Delaware limited liability company ("CCACA"); and First Union National Bank of North Carolina, a national banking association, as Escrow Agent hereunder ("Escrow Agent"). BACKGROUND A. PESA and CCACA have entered into a Stock Purchase Agreement (the "Underlying Agreement"), dated as of the date hereof pursuant to which CCACA will acquire common stock, par value .01 per share (the "Common Stock") of Chyron Corporation (the "Company"). The Underlying Agreement provides that on the date hereof, each of PESA and CCACA shall deposit with the Escrow Agent 10 million shares of Common Stock, aggregating 20 million shares of the Common Stock (the "Escrowed Property"). B. Escrow Agent has agreed to accept, hold, and distribute the Escrowed Property deposited with it and any dividends or distributions thereon in accordance with the terms of this Escrow Agreement. C. Pursuant to the Underlying Agreement, PESA and CCACA have each appointed the Representatives (as defined below) to represent them for all purposes in connection with the funds to be deposited with Escrow Agent, the Underlying Agreement, and this Escrow Agreement. D. In order to establish the escrow of the Escrowed Property and to effect the provisions of the Underlying Agreement, the parties hereto have entered into this Escrow Agreement. STATEMENT OF AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: 1. DEFINITIONS. The following terms shall have the following meanings when used herein: "CCACA REPRESENTATIVE" shall mean Michael Wellesley-Wesley or Daniel DeWolf, severally, or any other person designated in a writing signed by CCACA and delivered to Escrow Agent and the PESA Representative in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement. "ESCROWED PROPERTY" shall mean the stock certificates representing shares of the Common Stock of the Company deposited with Escrow Agent pursuant to this Agreement, together with any dividends and other income or distributions thereon. "ESCROW PERIOD" shall mean the period commencing on the date hereof and ending on the date all Escrowed Property is delivered out of Escrow. "JOINT WRITTEN DIRECTION" shall mean a written direction executed by the Representatives and directing Escrow Agent to disburse all or a portion of the Escrowed Property or to take or refrain from taking an action pursuant to this Escrow Agreement. "PESA REPRESENTATIVE" shall mean Miguel S. Moraga or Eduardo Perez de Villages, severally, or any other person designated in a writing signed by PESA and delivered to Escrow Agent and the CCACA Representative in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement. "REPRESENTATIVES" shall mean the PESA Representative and the CCACA Representative. 2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. PESA, CCACA, and the Representatives on behalf of PESA and CCACA hereby appoint Escrow Agent as escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt of the Escrowed Property in accordance with Section 3 below, agrees to hold and distribute the Escrowed Property in accordance with this Escrow Agreement. 3. DEPOSIT OF ESCROWED PROPERTY. (a) On the date hereof, PESA shall deposit with the Escrow Agent a stock certificate or stock certificates representing 10 million shares of Common Stock of the Company, duly endorsed in blank or accompanied with stock powers duly endorsed in blank (the "PESA Shares"). Until delivered out of the Escrow Account, PESA shall retain the right to vote the PESA Shares. (b) On the date hereof, CCACA shall deposit with the Escrow Agent a stock certificate or stock certificates representing 10 million shares of the Common Stock of the Company, duly endorsed in blank or accompanied with stock powers duly endorsed in blank (the "CCACA Shares"). Until delivered out of the Escrow Account, CCACA shall retain the right to vote the CCACA shares. (c) The Escrow Agent acknowledges receipt of the PESA Shares and CCACA Shares, and will hold such Escrowed Property safely in a segregated account. -2- 4. DISBURSEMENT OF ESCROWED PROPERTY. The Escrowed Property shall be disbursed and distributed as follows: (a) In the event of a breach of the Underlying Agreement (after any applicable notice and cure period) by CCACA, PESA may deliver to the Escrow Agent an affidavit sworn to by the PESA Representative (i) stating that CCACA has breached the Underlying Agreement, (ii) specifying the nature of such breach, (iii) stating that any applicable notice and cure period has lapsed with respect to such breach, and (iv) specifying the Escrowed Property to be delivered to PESA as a result of such breach. Promptly after receipt of such affidavit (but in no event later than five (5) business days after receipt of such affidavit), the Escrow Agent shall deliver a copy thereof to CCACA. Twenty (20) business days after the Escrow Agent shall have delivered a copy of PESA's notice to CCACA, the Escrow Agent shall deliver to PESA the part of the Escrowed Property so demanded, unless the Escrow Agent shall have been served with a court order restraining it from making such a delivery. (b) In the event of a breach of the Underlying Agreement (after any applicable notice and cure period) by PESA, CCACA may deliver to the Escrow Agent an affidavit, sworn to by the CCACA Representative (i) stating that PESA has breached the Underlying Agreement, (ii) specifying the nature of such breach, (iii) stating that any applicable notice and cure period has lapsed with respect to such breach, and (iv) specifying the Escrowed Property to be delivered to CCACA as a result of such breach. Promptly after receipt of such affidavit (but in no event later than five (5) business days after receipt of such affidavit), the Escrow Agent shall deliver a copy thereof to PESA. Twenty (20) business days after the Escrow Agent shall have delivered a copy of CCACA's notice to PESA, the Escrow Agent shall deliver to CCACA the part of the Escrowed Property so demanded, unless the Escrow Agent shall have been served with a court order restraining it from making such a delivery. (c) The Escrow Agent shall, at any time, deliver such part of the Escrowed Property as shall be set forth in an affidavit signed by both the PESA Representative and the CCACA Representative. (d) The Escrow Agent shall, at any time, deliver such part of the Escrowed Property as shall be set forth in any order, decree, or judgment of a court of competent jurisdiction which has been finally affirmed on appeal or which, by lapse of time or otherwise, is not subject to appeal. (e) In the event of a Closing (as defined in the Underlying Agreement) CCACA and PESA shall provide a Joint Written Direction to the Escrow Agent advising the Escrow Agent to distribute the Escrowed Property to CCACA. (f) In the event that the Underlying Agreement is abandoned or mutually terminated in accordance with the provisions thereof, CCACA and PESA shall provide a Joint Written Direction to the Escrow Agent advising the Escrow Agent to distribute the Escrowed Property to PESA. -3- All distributions of the Escrowed Property shall be subject to the claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 9 below. 5. DELIVERY INTO COURT. If, at any time, there shall exist any dispute between PESA, CCACA, or the Representatives with respect to the holding or disposition of any portion of the Escrowed Property or any other obligations of Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrowed Property or Escrow Agent's proper actions with respect to its obligations hereunder, or if the Representatives have not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both or the following actions: (a) suspend the performance of any of its obligations under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); provided, however, that Escrow Agent shall continue to hold the Escrowed Property safely until directed as to distribution by the court; and/or (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in New York, New York, for instructions with respect to such dispute or uncertainty, and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to PESA, CCACA, their respective shareholders or any other person with respect to any such suspension of performance or disbursement or distribution into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the delivery of the Escrowed Property or any delay in or with respect to any other action required or requested of Escrow Agent. 6. INTENTIONALLY DELETED. 7. RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent may resign from the performance of its duties hereunder at any time by giving ten (10) days prior written notice to the Representatives or may be removed, with or without cause, by the Representatives, acting jointly by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereinbelow. Upon any such notice of resignation or removal, the Representatives jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company, or other financial institution with a combined capital and surplus in excess of $10,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall -4- not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. 8. LIABILITY OF ESCROW AGENT. Escrow Agent shall have no liability or obligation with respect to the Escrowed Property except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping and distribution of the Escrowed Property in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall, in good faith, believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same, and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental indirect, special, consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrowed Property, this Escrow Agreement, or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. PESA and CCACA, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. 9. INDEMNIFICATION OF ESCROW AGENT. From and at all times after the date of this Escrow Agreement, PESA and CCACA, jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise) arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify PESA and -5- CCACA in writing, and PESA and CCACA shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party unless (a) PESA and/or CCACA agree to pay such fees and expenses, or (b) PESA and/or CCACA shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable discretion of such Indemnified Party, to employ counsel satisfactory to the Indemnified Party in any such action or proceeding, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both Indemnified Party and PESA and/or CCACA, and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to PESA or CCACA. All such fees and expenses payable by PESA and/or CCACA pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable by PESA and CCACA, jointly and severally, upon demand by such Indemnified Party. The obligations of PESA and CCACA under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. The parties agree that the payment by PESA or CCACA of any claim by Escrow Agent for indemnification hereunder in respect of a claim by Escrow Agent for indemnification shall not impair, limit, modify, or affect, as between PESA and CCACA, the respective rights and obligations of PESA, on the one hand, and CCACA, on the other hand, under the Underlying Agreement. 10. FEES AND EXPENSES OF ESCROW AGENT. PESA and CCACA shall compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by PESA and CCACA, jointly and severally, upon demand by Escrow Agent. The obligations of PESA and CCACA under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. 11. REPRESENTATIONS AND WARRANTIES. (a) PESA makes the following representations and warranties to Escrow Agent: (i) PESA is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. (ii) This Escrow Agreement has been duly approved by all necessary corporate action of PESA, including any necessary shareholder approval, has been executed by duly authorized officers of PESA, and constitutes a valid and binding agreement of PESA, enforceable against PESA in accordance with its terms. -6- (iii) The execution, delivery, and performance by PESA of this Escrow Agreement is in accordance with the Underlying Agreement and will not violate, conflict with, or cause a default under the articles of incorporation or bylaws of PESA, any applicable law or regulation, any court order or administrative ruling or decree to which PESA is a party, or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including, without limitation, the Underlying Agreement, to which PESA is a party or any of its property is subject. (iv) Each of Miguel S. Moraga and Eduardo Perez de Villages, severally, has been duly appointed to act as the representative of PESA hereunder and has full power and authority to execute, deliver, and perform this Escrow Agreement, to execute and deliver any joint written direction or affidavit, to amend, modify or waive any provision of this Agreement and to take any and all other actions as the PESA Representative under this Agreement, all without further consent or direction from, or notice to, PESA or any other party. (v) No party other than the parties hereto have, or shall have, any lien, claim or security interest in the Escrowed Property or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrowed Property or any part thereof. (b) CCACA makes the following representations and warranties to Escrow Agent: (i) CCACA is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. (ii) This Escrow Agreement has been duly approved by all necessary action of CCACA, including any necessary member approval, has been executed by duly authorized officers of CCACA, and constitutes a valid and binding agreement of CCACA, enforceable against CCACA in accordance with its terms. (iii) The execution, delivery, and performance by CCACA of this Escrow Agreement is in accordance with the Underlying Agreement and will not violate, conflict with, or cause a default under the charter documents of CCACA, any applicable law or regulation, any court order or administrative ruling or decree to which CCACA is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including, without limitation, the Underlying Agreement, to which CCACA is a party or any of its property is subject. (iv) Each of Messrs. Wellesley-Wesley and DeWolf, severally, has been duly appointed to act as the representative of CCACA hereunder and has full power and authority to execute, deliver, and perform this Escrow Agreement, to execute and deliver -7- any Joint Written Direction or affidavit, to amend, modify, or waive any provision of this Agreement, and to take any and all other actions as the CCACA Representative under this Agreement, all without further consent or direction from, or notice to, CCACA or any other party. (v) No party other than the parties hereto have, or shall have, any lien, claim, or security interest in the Escrowed Property or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrowed Property or any part thereof. 12. CONSENT TO JURISDICTION AND VENUE. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Agreement, the parties hereto agree that the United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any such proceeding. If such Federal Court lacks jurisdiction, the parties agree that the State courts in New York County, State of New York shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service or process to vest personal jurisdiction over them in any of these courts. 13. NOTICE. All notices and other communications hereunder shall be in writing and shall be deemed to have been validly served, given or delivered three (3) days after deposit in the United States mails, by certified mail with return receipt requested and postage prepaid; or upon receipt when delivered personally; and addressed to the party to be notified as follows: If to PESA at: Pesa Inc. 5 Hub Drive Melville, New York 11747 Attention: Miguel S. Moraga With a copy (which copy shall not constitute notice) to: John C. Jost, Esq. Dow, Lohnes & Albertson 1255 Twenty-third Street, N.W. Washington, D.C. 20037 -8- If to CCACA at: Michael Wellesley-Wesley c/o Camhy Karlinsky & Stein LLP 1740 Broadway New York, New York 10019 Attention: Daniel DeWolf, Esq. with a copy (which copy shall not constitute notice) to: Sheldon D. Camhy, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway - 16th Floor New York, New York 10019-4315 If to the Escrow Agent at: First Union National Bank of North Carolina, as Escrow Agent Corporate Trust Department 230 South Tryon Street, 8th Floor Charlotte, North Carolina 28288-1179 Attention:______________________________________ Facsimile Number: (704) 383-7316 or to such other address as each party may designate for itself by like notice. 14. AMENDMENT OR WAIVER. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by the Representatives and Escrow Agent. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. 15. SEVERABILITY. To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement. 16. GOVERNING LAW. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of New York without giving effect to the conflict of laws principles thereof. -9- 17. ENTIRE AGREEMENT. This Escrow Agreement constitutes the entire agreement between the parties relating to the holding, investment and disbursement of the Escrowed Property and sets forth in their entirety the obligations and duties of Escrow Agent with respect to the Escrowed Property. 18. BINDING EFFECT. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective heirs, successors and assigns of PESA and CCACA, the Representatives and Escrow Agent. 19. EXECUTION IN COUNTERPARTS. This Escrow Agreement and any joint written direction may be executed in one or more counterparts, which when so executed shall constitute one and the same agreement or direction. 20. TERMINATION. Upon the delivery out of escrow of all Escrowed Property, this Escrow Agreement shall terminate and Escrow Agent shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrowed Property. -10- 21. The Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent may buy, sell, and deal in any of the securities of PESA or CCACA and become pecuniarily interested in any action in which PESA or CCACA may be interested, and contract and lend money to PESA or CCACA and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for PESA or CCACA or for any other entity. IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written. BOARD OF DIRECTORS OF PESA, INC. DIRECTORS OF PESA, INC. PESA, INC. By: /s/ Eduardo Perez De Villegas By:/s/ Miguel S. Moraga ------------------------------- ----------------------------------- Name: Eduardo Perez De Villegas Name: Miguel S. Moraga Title: By: /s/ Tomas Rubinos Pinon CC ACQUISITION COMPANY A, L.L.C. ------------------------------- Name: Tomas Rubinos Pinon By:/s/ Michael I. Wellesley-Wesley ----------------------------------- Name: Michael I. Wellesley-Wesley Title: Vice President PESA REPRESENTATIVES /s/ Miguel S. Moraga -------------------------------------- Name: Miguel S. Moraga /s/ Eduardo Perez De Villegas\ -------------------------------------- Name: Eduardo Perez De Villegas CCACA REPRESENTATIVES /s/ Michael I. Wellesley-Wesley -------------------------------------- Name: Michael I. Wellesley-Wesley /s/ Daniel I. DeWolf -------------------------------------- Name: Daniel I. DeWolf FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Escrow Agent By:/s/ Roy Davis ----------------------------------- Name: Roy Davis Title: Vice President -11- EX-99.E 6 EXHIBIT 99.E ESCROW AGREEMENT Exhibit "E" THIS ESCROW AGREEMENT, dated as of May 26, 1995 ("Escrow Agreement"), is by and among Sepa Technologies Ltd., Co., a Georgia limited liability company ("SEPA"); CC Acquisition Company A, L.L.C., a Delaware limited liability company ("CCACA"); and First Union National Bank of North Carolina, a national banking association, as Escrow Agent hereunder ("Escrow Agent"). BACKGROUND A. SEPA, John A. Servizio, and CCACA have entered into a Stock Purchase Agreement (the "Underlying Agreement"), dated as of the date hereof pursuant to which CCACA will acquire common stock, par value .01 per share (the "Common Stock") of Chyron Corporation (the "Company"). The Underlying Agreement provides that on the date hereof, SEPA shall deposit with the Escrow Agent 14 million shares of Common Stock, duly endorsed in blank or accompanied by stock powers duly endorsed in blank (the "Escrowed Property"). B. Escrow Agent has agreed to accept, hold, and distribute the Escrowed Property deposited with it and any dividends or distributions thereon in accordance with the terms of this Escrow Agreement. C. Pursuant to the Underlying Agreement, SEPA and CCACA have each appointed the Representatives (as defined below) to represent them for all purposes in connection with the funds to be deposited with Escrow Agent, the Underlying Agreement, and this Escrow Agreement. D. In order to establish the escrow of the Escrowed Property and to effect the provisions of the Underlying Agreement, the parties hereto have entered into this Escrow Agreement. STATEMENT OF AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: 1. DEFINITIONS. The following terms shall have the following meanings when used herein: "CCACA REPRESENTATIVE" shall mean Michael Wellesley-Wesley or Daniel DeWolf, severally, or any other person designated in a writing signed by CCACA and delivered to Escrow Agent and the SEPA Representative in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement. "ESCROWED PROPERTY" shall mean the stock certificates representing shares of the Common Stock of the Company, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, deposited with Escrow Agent pursuant to this Agreement, together with any dividends and other income or distributions thereon. "ESCROW PERIOD" shall mean the period commencing on the date hereof and ending on the date all Escrowed Property is delivered out of Escrow. "JOINT WRITTEN DIRECTION" shall mean a written direction executed by the Representatives and directing Escrow Agent to disburse all or a portion of the Escrowed Property or to take or refrain from taking an action pursuant to this Escrow Agreement. "REPRESENTATIVES" shall mean the SEPA Representative and the CCACA Representative. "SEPA REPRESENTATIVE" shall mean Miguel S. Moraga or Eduardo Perez de Villages, severally, or any other person designated in a writing signed by SEPA and delivered to Escrow Agent and the CCACA Representative in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement. 2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. SEPA, CCACA, and the Representatives on behalf of SEPA and CCACA hereby appoint Escrow Agent as escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt of the Escrowed Property in accordance with Section 3 below, agrees to hold and distribute the Escrowed Property in accordance with this Escrow Agreement. 3. DEPOSIT OF ESCROWED PROPERTY. (a) On the date hereof, SEPA shall deposit with the Escrow Agent a stock certificate or stock certificates representing 14 million shares of Common Stock of the Company, duly endorsed in blank or accompanied with stock powers duly endorsed in blank (the "SEPA Shares"). Until delivered out of the escrow account, SEPA shall retain the right to vote the SEPA Shares. (b) The Escrow Agent acknowledges receipt of the SEPA Shares and will hold such Escrowed Property safely in a segregated account. 4. DISBURSEMENT OF ESCROWED PROPERTY. The Escrowed Property shall be disbursed and distributed as follows: (a) In the event of a Closing (as defined in the Underlying Agreement) CCACA and SEPA shall provide a Joint Written Direction to the Escrow Agent to distribute five (5) million shares of the Common Stock to CCACA. -2- (b) The Escrow Agent shall, at any time, deliver such part of the Escrowed Property as shall be set forth in an affidavit signed by both the SEPA Representative and the CCACA Representative. (c) The Escrow Agent shall, at any time, deliver such part of the Escrowed Property as shall be set forth in any order, decree, or judgment of a court of competent jurisdiction which has been finally affirmed on appeal or which, by lapse of time or otherwise, is not subject to appeal. (d) In the event that the Underlying Agreement is abandoned or mutually terminated in accordance with the provisions thereof, CCACA and SEPA shall provide a Joint Written Direction to the Escrow agent advising the Escrow Agent to distribute the Escrowed Property to SEPA. All distributions of the Escrowed Property shall be subject to the claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 9 below. 5. DELIVERY INTO COURT. If, at any time, there shall exist any dispute between SEPA, CCACA, or the Representatives with respect to the holding or disposition of any portion of the Escrowed Property or any other obligations of Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrowed Property or Escrow Agent's proper actions with respect to its obligations hereunder, or if the Representatives have not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both or the following actions: (a) suspend the performance of any of its obligations under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); provided, however, that Escrow Agent shall continue to hold the Escrowed Property safely until directed as to distribution by the court; and/or (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in New York, New York, for instructions with respect to such dispute or uncertainty, and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to SEPA, CCACA, their respective shareholders or any other person with respect to any such suspension of performance or disbursement or distribution into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the delivery of the Escrowed Property or any delay in or with respect to any other action required or requested of Escrow Agent. 6. INTENTIONALLY DELETED. -3- 7. RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent may resign from the performance of its duties hereunder at any time by giving ten (10) days prior written notice to the Representatives or may be removed, with or without cause, by the Representatives, acting jointly by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereinbelow. Upon any such notice of resignation or removal, the Representatives jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company, or other financial institution with a combined capital and surplus in excess of $10,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. 8. LIABILITY OF ESCROW AGENT. Escrow Agent shall have no liability or obligation with respect to the Escrowed Property except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping and distribution of the Escrowed Property in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall, in good faith, believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same, and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental indirect, special, consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrowed Property, this Escrow Agreement, or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. SEPA and CCACA, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. 9. INDEMNIFICATION OF ESCROW AGENT. From and at all times after the date of this Escrow Agreement, SEPA and CCACA, jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees, costs and expenses) -4- incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise) arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify SEPA and CCACA in writing, and SEPA and CCACA shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party unless (a) SEPA and/or CCACA agree to pay such fees and expenses, or (b) SEPA and/or CCACA shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable discretion of such Indemnified Party, to employ counsel satisfactory to the Indemnified Party in any such action or proceeding, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both Indemnified Party and SEPA and/or CCACA, and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to SEPA or CCACA. All such fees and expenses payable by SEPA and/or CCACA pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable by SEPA and CCACA, jointly and severally, upon demand by such Indemnified Party. The obligations of SEPA and CCACA under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. The parties agree that the payment by SEPA or CCACA of any claim by Escrow Agent for indemnification hereunder in respect of a claim by Escrow Agent for indemnification shall not impair, limit, modify, or affect, as between SEPA and CCACA, the respective rights and obligations of SEPA, on the one hand, and CCACA, on the other hand, under the Underlying Agreement. 10. FEES AND EXPENSES OF ESCROW AGENT. SEPA and CCACA shall compensate Escrow Agent for its services hereunder in accordance with Schedule "A" attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by SEPA and CCACA, jointly and severally, upon demand by Escrow Agent. The obligations of SEPA and CCACA under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. -5- 11. REPRESENTATIONS AND WARRANTIES. (a) SEPA makes the following representations and warranties to Escrow Agent: (i) SEPA is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Georgia, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. (ii) This Escrow Agreement has been duly approved by all necessary action of SEPA, including any necessary member approval, has been executed by duly authorized officers of SEPA, and constitutes a valid and binding agreement of SEPA, enforceable against SEPA in accordance with its terms. (iii) The execution, delivery, and performance by SEPA of this Escrow Agreement is in accordance with the Underlying Agreement and will not violate, conflict with, or cause a default under the charter documents of SEPA, any applicable law or regulation, any court order or administrative ruling or decree to which SEPA is a party, or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including, without limitation, the Underlying Agreement, to which SEPA is a party or any of its property is subject. (iv) Each of Miguel S. Moraga and Eduardo Perez de Villages, severally, has been duly appointed to act as the representative of SEPA hereunder and has full power and authority to execute, deliver, and perform this Escrow Agreement, to execute and deliver any joint written direction or affidavit, to amend, modify or waive any provision of this Agreement and to take any and all other actions as the SEPA Representative under this Agreement, all without further consent or direction from, or notice to, SEPA or any other party. (v) No party other than the parties hereto have, or shall have, any lien, claim or security interest in the Escrowed Property or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrowed Property or any part thereof. (b) CCACA makes the following representations and warranties to Escrow Agent: (i) CCACA is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. (ii) This Escrow Agreement has been duly approved by all necessary action of CCACA, including any necessary member approval, has been executed by duly authorized officers of CCACA, and constitutes a valid and binding agreement of -6- CCACA, enforceable against CCACA in accordance with its terms. (iii) The execution, delivery, and performance by CCACA of this Escrow Agreement is in accordance with the Underlying Agreement and will not violate, conflict with, or cause a default under the charter documents of CCACA, any applicable law or regulation, any court order or administrative ruling or decree to which CCACA is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including, without limitation, the Underlying Agreement, to which CCACA is a party or any of its property is subject. (iv) Each of Messrs. Wellesley-Wesley and DeWolf, severally, has been duly appointed to act as the representative of CCACA hereunder and has full power and authority to execute, deliver, and perform this Escrow Agreement, to execute and deliver any Joint Written Direction or affidavit, to amend, modify, or waive any provision of this Agreement, and to take any and all other actions as the CCACA Representative under this Agreement, all without further consent or direction from, or notice to, CCACA or any other party. (v) No party other than the parties hereto have, or shall have, any lien, claim, or security interest in the Escrowed Property or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrowed Property or any part thereof. 12. CONSENT TO JURISDICTION AND VENUE. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Agreement, the parties hereto agree that the United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any such proceeding. If such Federal Court lacks jurisdiction, the parties agree that the State courts in New York County, State of New York shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service or process to vest personal jurisdiction over them in any of these courts. 13. NOTICE. All notices and other communications hereunder shall be in writing and shall be deemed to have been validly served, given or delivered three (3) days after deposit in the United States mails, by certified mail with return receipt requested and postage prepaid; or upon receipt when delivered personally; and addressed to the party to be notified as follows: If to SEPA at: Sepa Technologies Ltd., Co. c/o Pesa, Inc. 5 Hub Drive Melville, New York 11747 -7- Attention: Mr. Miguel S. Moraga Treasurer and Chief Financial Officer With a copy (which copy shall not constitute notice) to: John C. Jost, Esq. Dow, Lohnes & Albertson 1255 Twenty-third Street, N.W. Washington, D.C. 20037 If to CCACA at: Michael Wellesley-Wesley c/o Camhy Karlinsky & Stein, LLP 1740 Broadway New York, New York 10019 Attention: Daniel DeWolf With a copy (which copy shall not constitute notice) to: Sheldon D. Camhy, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway - 16th Floor New York, New York 10019-4315 If to the Escrow Agent at: First Union National Bank of North Carolina, as Escrow Agent Corporate Trust Department 230 South Tryon Street, 8th Floor Charlotte, North Carolina 28288-1179 Attention:_______________________________________ Facsimile Number: (704) 383-7316 or to such other address as each party may designate for itself by like notice. 14. AMENDMENT OR WAIVER. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by the Representatives and Escrow Agent. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. -8- 15. SEVERABILITY. To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement. 16. GOVERNING LAW. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of New York without giving effect to the conflict of laws principles thereof. 17. ENTIRE AGREEMENT. This Escrow Agreement constitutes the entire agreement between the parties relating to the holding, investment and disbursement of the Escrowed Property and sets forth in their entirety the obligations and duties of Escrow Agent with respect to the Escrowed Property. 18. BINDING EFFECT. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective heirs, successors and assigns of SEPA and CCACA, the Representatives and Escrow Agent. 19. EXECUTION IN COUNTERPARTS. This Escrow Agreement and any joint written direction may be executed in one or more counterparts, which when so executed shall constitute one and the same agreement or direction. 20. TERMINATION. Upon the delivery out of escrow of all Escrowed Property, this Escrow Agreement shall terminate and Escrow Agent shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrowed Property. 21. The Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent may buy, sell, and deal in any of the securities of SEPA or CCACA and become pecuniarily interested in any action in which SEPA or CCACA may be interested, and contract and lend money to SEPA or CCACA and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for SEPA or CCACA or for any other entity. -9- IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written. SEPA TECHNOLOGIES, LTD., CO. By:/s/ John A. Servizio ------------------------------------ Name: John A. Servizio Title: Chairman & CEO CC ACQUISITION COMPANY A, L.L.C. By:/s/ Michael I. Wellesley-Wesley ------------------------------------ Name: Michael I. Wellesley-Wesley Title: Vice President SEPA REPRESENTATIVES /s/ Miguel S. Moraga --------------------------------------- Name: Miguel S. Moraga /s/ Eduardo Perez De Villegas --------------------------------------- Name: Eduardo Perez De Villegas CCACA REPRESENTATIVES /s/ Michael I. Wellesley-Wesley --------------------------------------- Name: Michael I. Wellesley-Wesley /s/ Daniel I. DeWolf --------------------------------------- Name: Daniel I. DeWolf FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Escrow Agent By:/s/ Roy Davis ------------------------------------ Name: Roy Davis Title: Vice President -10- EX-99.F 7 EXHIBIT 99.F Exhibit "F" JOINT FILING AGREEMENT This Joint Filing Agreement, made as of this 1st day of June 1995 by and among CC Acquisition Company A, L.L.C., a Delaware limited liability company ("CCACA"), CC Acquisition Company B, L.L.C., a Delaware limited liability company ("CCACB"), ALLAN R. TESSLER, an individual ("Tessler"), and MICHAEL WELLESLEY-WESLEY, an individual ("Wellesley-Wesley"). CCACA, CCACB, Tessler, and Wellesley-Wesley each agree to file one statement on Schedule 13D on behalf of each of them pursuant to Rule 13d-2(f) promulgated under the Securities Exchange Act of 1934, as amended. CC ACQUISITION COMPANY A, L.L.C. By: /s/ Michael Wellesley-Wesley ---------------------------- Michael Wellesley-Wesley CC ACQUISITION COMPANY B, L.L.C. By: /s/ Michael Wellesley-Wesley ---------------------------- Michael Wellesley-Wesley /s/ Allan R. Tessler ------------------------------ ALLAN R. TESSLER /s/ Michael Wellesley-Wesley ------------------------------ MICHAEL WELLESLEY-WESLEY -----END PRIVACY-ENHANCED MESSAGE-----