-----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, SvIgjr3Yb9OceqiYJKSPxwScq435q0QOlQhHWEI2mzW+RO6EfIrTzibg3qZRUlAm 30Rm8gkxoOBYbBVwt0kloA== 0000926379-95-000002.txt : 19950607 0000926379-95-000002.hdr.sgml : 19950607 ACCESSION NUMBER: 0000926379-95-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950606 SROS: NONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18272 FILM NUMBER: 95545296 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: SEPA TECHNOLOGIES LTD CO CENTRAL INDEX KEY: 0000926379 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PERCIVAL HUDGINS CO INC STREET 2: 3100 CUMBERLAND CIRCLE SUITE 1525 CITY: ATLANTA STATE: GA ZIP: 303339 BUSINESS PHONE: 2028572680 MAIL ADDRESS: STREET 1: 3100 CUMBERLAND CIRCLE SUITE 1525 CITY: ATLANTA STATE: GA ZIP: 30339-5939 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CHYRON CORPORATION - --------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE - --------------------------------------------------------------- (Title of Class of Securities) 171605108 ---------------------------------- (CUSIP Number) John C. Jost, Dow, Lohnes & Alberston 1255 Twenty-Third Street, N.W., Washington, D.C. 20037 (202) 857-2680 - ----------------------------------------------------------------- (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 the statement [ ]. (A fee is not required only if the reporting 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP No. 171605108 ------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sepa Technologies Ltd. Co. c/o Percival Hudgins & Company, Inc. 3100 Cumberland Circle, Suite 1525 Atlanta, Georgia 30339-5939 - 2. CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP* (a) (b) ---- ---- Not Applicable 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 53,414,732 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 53,414,732 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,414,732 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.1% 14. TYPE OF REPORTING PERSON* HC ITEM 1. SECURITY AND ISSUER. See statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. This Amendment 3 to the statement on Schedule 13D dated June 24, 1994 and filed July 5, 1994, as amended by Amendment 1 thereto dated August 2, 1994 and filed August 5, 1994 and as amended by Amendment 2 thereto dated May 15, 1995 and filed May 15, 1995, is being filed by Sepa Technologies Ltd., Co. (hereinafter "SEPA") with regard to the common stock, par value $0.01 per share, (hereinafter "COMMON STOCK") of Chyron Corporation (hereinafter "COMPANY"). Sepa owns 14,000,000 shares of Common Stock. In addition, Sepa owns all of the issued and outstanding shares of stock of Pesa Electronica, S.A., a Spanish corporation, which in turn owns all of the issued and outstanding shares of stock of Pesa, Inc., a Delaware corporation (hereinafter "PESA"). Pesa owns 59,414,732 shares of Common Stock, over which Sepa has ultimate voting and investment control. Accordingly, Sepa in the aggregate beneficially owns 73,414,732 shares of Common Stock. The purpose of this Amendment 3 is to report the sale by Pesa of 10,000,000 shares of Common Stock on May 26, 1995, the intended sale by Pesa of 49,414,732 shares of Common Stock and the intended sale by Sepa of 5,000,000 shares of Common Stock. ITEM 2. IDENTITY AND BACKGROUND. No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. Item 3. Source and Amount of Funds or Other Considerations. No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. ITEM 4. PURPOSE OF TRANSACTION. (a) See statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. Pursuant to the agreements in principle executed by Pesa and Sepa with the MWW Group on May 11 and May 12, 1995, Pesa and Sepa each separately executed on May 26, 1995 a Stock Purchase Agreement (hereinafter Collectively "STOCK PURCHASE AGREEMENTS") pursuant to which Pesa and Sepa did and would sell in the aggregate 64,414,732 shares of Common Stock for total consideration in the amount of $32,319,071.36, as summarized below. Copies of the Stock Purchase Agreements are attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein by reference. At the execution of, and pursuant to, the Stock Purchase Agreements, on May 26, 1995 Pesa sold to CC Acquisition Company A, L.L.C. (an affiliate of the MWW Group) (hereinafter "ACQUISITION COMPANY A") 10,000,000 shares of Common Stock (hereinafter "FIRST TRANCHE OF SHARES") for $5,000,000 in cash consideration paid on the date of execution. At the execution of, and pursuant to, the Stock Purchase Agreements, on May 26, 1995 (i) Pesa delivered to Acquisition Company A stock certificates representing 10,000,000 shares of Common Stock registered in the name of Acquisition Company A, which the latter immediately endorsed in blank and deposited in escrow (hereinafter "SECOND TRANCHE OF SHARES"); (ii) Pesa deposited in escrow stock certificates representing 10,000,000 shares of Common Stock endorsed in blank (hereinafter "THIRD TRANCHE OF SHARES"); and (iii) Sepa deposited in escrow stock certificates representing 14,000,000 shares of Common Stock Endorsed in blank (hereinafter "SEPA TRANCHE OF SHARES"). At "closing" of the Stock Purchase Agreements (as that term is defined therein),(i) the escrow agent will deliver to Acquisition Company A the Second and Third Tranche of Shares, and Acquisition Company A will pay to Pesa $10,600,000 in cash; (ii) Pesa will transfer to CC Acquisition Company B, L.L.C. (an affiliate of the MWW Group)(hereinafter "ACQUISITION COMPANY B") 29,414,732 shares of Common Stock (hereinafter "FOURTH TRANCHE OF SHARES") -- which Acquisition Company B will immediately deposit in escrow endorsed in blank -- in return for $14,119,071.36, payable in installments over a 47-month period and which shares will be released from escrow as the installments are paid; and (iii) the escrow agent will deliver to Acquisition Company A 5,000,000 of the Sepa Tranche of Shares, duly endorsed thereto, the escrow agent will deliver to Sepa 9,000,000 of the Sepa Tranche of Shares, and Acquisition Company A will pay to Sepa $2,600,000 in cash. In the event that Acquisition Company B were to fail to make an above-described installment payment, the escrow agent would deliver the shares relating to such payment to Pesa, which would be Pesa's sole remedy against Acquisition Company B. In the event that the Stock Purchase Agreements were not to close (i) due to a breach by Acquisition Company A, the escrow agent would deliver the Second and Third Tranche of Shares to Pesa; (ii) due to a breach by Pesa, the escrow agent would deliver the Second Tranche of Shares to Acquisition Company A and the Third Tranche of Shares to Pesa; and (iii) due to the Stock Purchase Agreement's abandonment or mutual termination, the escrow agent would deliver the Second and Third Tranches of Shares to Pesa. Closing on the Stock Purchase Agreements is contingent upon, among other things, the receipt of requisite governmental, judicial, corporate and third-person approvals. (b) No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. (c) No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. (d) See statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. Immediately prior to execution of the Stock Purchase Agreements, the Board of Directors of the Company unanimously approved the Stock Purchase Agreements and elected Michael Wellesley-Wesley, Vice President of Acquisition Company A and of Acquisition Company B, as a member of the Board. A condition of closing of the Stock Purchase Agreements is the resignation of Sepa's and Pesa's representatives on the Board of Directors of the Company and the election thereto of Acquisition Company A's and Acquisition Company B's representatives, thereby resulting in their obtaining control of the Board. Copies of the Stock Purchase Agreements are attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein by reference. (e)-(j) No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) See statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. Copies of the Stock Purchase Agreements are attached hereto as Exhibits 1 and 2 and are incorporated herein by reference. Following the execution of the Stock Purchase Agreements and the resulting sale by Pesa of the First Tranche of Shares to Acquisition Company A on May 26, 1995, Sepa is the beneficial owner in the aggregate of 53,414,732 shares of Common Stock, of which 14,000,000 are directly owned by Sepa and 39,414,732 are indirectly owned through Pesa (albeit excluded from said 39,414,732 shares is the Second Tranche of Shares -- 10,000,000 -- which are registered in the name of Acquisition Company A but held in escrow endorsed in blank). The Company has advised Sepa that as of May 2, 1995 there were 87,460,479 shares of Common Stock issued and outstanding. Accordingly, as of May 26, 1995, Sepa is the beneficial owner of approximately 61.5% of the issued and outstanding shares of Common Stock (72.5% if the Second Tranche of Shares were included). In the event that the Stock Purchase Agreements were to close, Sepa would in the aggregate beneficially own 9,000,000 shares of Common Stock, all of which would be directly owned by Sepa and none by Pesa. The Company has advised Sepa that as of May 2, 1995 there were 87,460,479 shares of Common Stock issued and outstanding. Therefore, assuming that the Stock Purchase Agreements were to close, Sepa would subsequently beneficially own approximately 10.3% of the issued and outstanding shares of Common Stock. Copies of the Stock Purchase Agreements are attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein by reference. (b) See statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. The Stock Purchase Agreements provide that (i) Acquisition Company A has the right to vote the Second Tranche of Shares held in escrow, (ii) Pesa has the right to vote the Third Tranche of Shares held in escrow, (iii) Sepa has the right to vote the Sepa Tranche of Shares held in escrow, and (iv) Acquisition Company B has the right to vote the Fourth Tranche of Shares held in escrow. The Stock Purchase Agreements provide that until the "Release Time" (as that term is defined therein), Sepa and Pesa must vote their shares of Common Stock against (i) any merger, consolidation, reorganization, other business combination or capitalization involving the Company, (ii) any sale of assets of the Company, (iii) any stock split, stock dividend or reverse stock split relating to any class or series of the Company's stock, (iv) any issuance of any shares of capital stock of the Company, any option, warrant or other right calling for the issuance of any such shares of capital stock, or any security convertible into or exchangeable for any such shares of capital stock, (v) any authorization of any other class or series of stock of the Company, (vi) the amendment of the certificate of incorporation (or other charter document) or the by-laws of the Company, or (vii) any other proposition the effect which may be to prohibit, restrict, or delay materially the consummation of any of the transactions contemplated by the Stock Purchase Agreements or to impair materially the consummation of any of the transactions contemplated by the Stock Purchase Agreements or to impair materially the contemplated benefits to Acquisition Company A and Acquisition Company B of the transactions contemplated by the Stock Purchase Agreements. Furthermore, the Stock Purchase Agreements provide that until the Release Time, Sepa and Pesa must use their best efforts to prevent the Company from granting any stock options under the Chyron Corporation 1995 Long-Term Incentive Plan. The term "Release Time" is defined to mean the earlier to occur of (i) closing, (ii) the rightful termination of the Stock Purchase Agreements by Sepa and Pesa, (iii) the abandonment of the Stock Purchase Agreements by the parties, or (iv) September 30, 1995. Upon closing of Sepa's Stock Purchase Agreement, Sepa would agree to vote its remaining 9,000,000 shares of Common Stock in accordance with the direction of Acquisition Company A and in furtherance thereof would deliver at the closing to Acquisition Company A its proxy relating to the voting of such Common Stock. Upon closing of Sepa's Stock Purchase Agreement, Sepa would agree not to sell or otherwise dispose of its remaining 9,000,000 shares of Common Stock except (i) to an "Affiliate" of Sepa (as that term is defined in the Stock Purchase Agreement), (ii) subject to Acquisition Company A's right of first refusal, or (iii) pursuant to certain permitted sales under Rule 144 promulgated under the Securities Act of 1933, as amended, provided that Sepa may not make any such Rule 144 sales during the two-year period following the closing and further provided that the annual aggregate amount of shares sold by Sepa pursuant to Rule 144 does not exceed 500,000 shares. Copies of the Stock Purchase Agreements are attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein by reference. (c)-(e) No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. ITEM 6. CONTRACTS, AGREEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See statement on Schedule 13D, as amended by Amendment 1 thereto and Amendment 2 thereto, previously filed. See Item 4 and Item 5 above, which are hereby incorporated herein by reference. The Sepa Stock Purchase Agreement further provides that (a) Acquisition Company A will not take any action to cancel the Management Agreement between Sepa and the Company prior to December 31, 1997, (b) the management fees payable thereunder will be subject to an annual limit of $1.5 million, and (c) the parties will negotiate in good faith the modification of certain terms of said agreement in order to proved for the deferral of payments (upon payment of interest thereon) to Sepa thereunder in light of the cash flow of the Company. The Pesa Stock Purchase Agreement further provides that the Company and Acquisition Company A will enter into a registration rights agreement with regard to the First Tranche of Shares. Copies of the Stock Purchase Agreements are attached hereto as Exhibits 1 and 2 and are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Stock Purchase Agreement by and among CC Acquisition Company A, L.L.C., CC Acquisition Company B, L.L.C., and Pesa, Inc., dated May 26, 1995. Exhibit 2 - Stock Purchase Agreement by and among CC Acquisition Company A, L.L.C., Sepa Technologies Ltd., Co., and John A. Servizio, dated May 26, 1995. SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. SEPA TECHNOLOGIES LTD., CO. Date: 5/26/95 By: /s/ Miguel S. Moraga ----------- ---------------------------- Miguel S. Moraga Treasurer and Chief Financial Officer EXHIBIT INDEX DOCUMENT Exhibits: Exhibit 1 Stock Purchase Agreement by and among CC Acquisition Company A, L.L.C., CC Acquisition Company B, L.L.C., and Pesa, Inc., dated May 26, 1995 Exhibit 2 Stock Purchase Agreement by and among CC Acquisition Company A, L.L.C., Sepa Technologies Ltd., Co., and John A. Servizio, dated May 26, 1995 EX-99 2 EXHIBIT 1 STOCK PURCHASE AGREEMENT BY AND AMONG CC ACQUISITION COMPANY A, L.L.C., CC ACQUISITION COMPANY B, L.L.C., AND PESA, INC. TABLE OF CONTENTS Page I. PURCHASE AND SALE . . . . . . . . . . . . . . . . . . . 1 1.1 Terms of Purchase and Sale. . . . . . . . . . . . 1 1.2 Closing . . . . . . . . . . . . . . . . . . . . . 11 1.3 Other Transactions. . . . . . . . . . . . . . . . 11 II. REPRESENTATIONS AND WARRANTIES OF SELLER. . . . . . . . 12 2.1 Share Ownership . . . . . . . . . . . . . . . . . 12 2.2 Litigation and Claims . . . . . . . . . . . . . . 13 2.3 Corporate Existence . . . . . . . . . . . . . . . 13 2.4 Corporate Authority . . . . . . . . . . . . . . . 13 2.5 Restrictions . . . . . . . . . . . . . . . . . . 13 III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. . . . 14 3.1 Organization . . . . . . . . . . . . . . . . . . 14 3.2 Authority to Buy. . . . . . . . . . . . . . . . . 14 3.3 Litigation and Claims . . . . . . . . . . . . . . 15 3.4 Restrictions. . . . . . . . . . . . . . . . . . . 15 3.5 Purchases for Investment Purposes . . . . . . . . 15 3.6 Sophisticated Investor. . . . . . . . . . . . . . 16 3.7 Restricted Securities . . . . . . . . . . . . . . 17 IV. CONDITIONS TO OBLIGATIONS OF THE PURCHASERS . . . . . . 17 4.1 Accuracy of Representations and Compliance With Conditions . . . . . . . . . . . . . . . . . 18 4.2 Opinion of Counsel. . . . . . . . . . . . . . . . 18 4.3 Other Closing Documents . . . . . . . . . . . . . 19 4.4 Legal Action. . . . . . . . . . . . . . . . . . . 20 4.5 No Governmental Action. . . . . . . . . . . . . . 20 4.6 CCACA Registration Rights Agreement . . . . . . . 21 4.7 Consents. . . . . . . . . . . . . . . . . . . . . 21 V. CONDITIONS TO OBLIGATIONS OF SELLER . . . . . . . . . . 21 5.1 Accuracy of Representations and Compliance With Conditions . . . . . . . . . . . . . . . . . 21 5.2 Opinion of Counsel. . . . . . . . . . . . . . . . 22 5.3 Other Closing Documents . . . . . . . . . . . . . 22 5.4 Legal Action. . . . . . . . . . . . . . . . . . . 22 5.5 No Governmental Action. . . . . . . . . . . . . . 23 VI. COVENANTS OF SELLER . . . . . . . . . . . . . . . . . . 23 6.1 Control of Board. . . . . . . . . . . . . . . . . 23 6.2 Stock Options . . . . . . . . . . . . . . . . . . 24 6.3 Advice of Changes . . . . . . . . . . . . . . . . 24 6.4 Public Statements . . . . . . . . . . . . . . . . 24 6.5 Other Proposals . . . . . . . . . . . . . . . . . 25 6.6 Voting by Stockholders. . . . . . . . . . . . . . 27 i Page VII. COVENANTS OF PURCHASERS . . . . . . . . . . . . . . . . 27 7.1 Confidentiality . . . . . . . . . . . . . . . . . 27 7.2 Advice of Changes . . . . . . . . . . . . . . . . 28 7.3 Public Statements . . . . . . . . . . . . . . . . 28 VIII. INDEMNIFICATION; SURVIVAL; LIMITATIONS OF LIABILITY . . 29 8.1 Indemnification . . . . . . . . . . . . . . . . . 29 8.2 Survival. . . . . . . . . . . . . . . . . . . . . 30 IX. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 31 9.1 Brokerage Fees. . . . . . . . . . . . . . . . . . 31 9.2 Further Actions . . . . . . . . . . . . . . . . . 32 9.3 Submission to Jurisdiction. . . . . . . . . . . . 32 9.4 Merger; Modification. . . . . . . . . . . . . . . 32 9.5 Notices . . . . . . . . . . . . . . . . . . . . . 32 9.6 Waiver. . . . . . . . . . . . . . . . . . . . . . 34 9.7 Binding Effect. . . . . . . . . . . . . . . . . . 34 9.8 No Third-Party Beneficiaries. . . . . . . . . . . 34 9.9 Separability. . . . . . . . . . . . . . . . . . . 35 9.10 Headings. . . . . . . . . . . . . . . . . . . . . 35 9.11 Counterparts; Governing Law . . . . . . . . . . . 35 9.12 English Language. . . . . . . . . . . . . . . . . 35 9.13 Registration Rights . . . . . . . . . . . . . . . 35 ii STOCK PURCHASE AGREEMENT 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. 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 - 2 - 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. 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 of nature whatsoever. Immediately upon the valid - 3 - 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 - 4 - "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 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 - 5 - 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 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. - 6 - (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 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 - 7 - funds, to an account in the United States designated by 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 - 8 - with stock powers duly endorsed in blank 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 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' - 9 - 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' 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). - 10 - (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. 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 1O: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. 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. (b) On the Closing Dale, the Seller shall cause its remaining designees to resign, seriatim, from the Board of Directors of the Company, and in their place, the Seller - 11 - 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: 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. - 12 - 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. 2.3 Corporate Existence. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. 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. 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, - 13 - 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 Seller. The transfer of the Acquisition Shares to the Purchasers 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: 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. 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 - 14 - each Purchaser, and is enforceable as to each Purchaser in accordance with its terms. 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 knowledge) in prospect therefor, that would prohibit the transactions contemplated pursuant to this Agreement. 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. 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 - 15 - 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. 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. - 16 - 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 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 - 17 - satisfaction of the following conditions: 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 compiled 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. 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: (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' - 18 - 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 entitles 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 court s and governmental authorities and such sale and transfer cannot be rescinded by any Spanish judicial or governmental authority. 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. - 19 - 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. 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. - 20 - 4.6 CCACA Registration Rights Agreement. Acquisition Company A and the Company shall have executed and delivered the CCACA Registration Rights Agreement. 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: 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. - 21 - 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. (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. 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. 5.4 Legal Action. There shall not have been instituted or threatened any - 22 - 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. 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 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: 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. - 23 - 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. 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. 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 - 24 - 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. 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 an 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 - 25 - 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 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. - 26 - 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 Purchasers of the transactions contemplated by this Agreement. VII. COVENANTS OF PURCHASERS. The Purchasers covenant and agree as follows: 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 - 27 - 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. 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 absence of such factor 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. 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 - 28 - 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. 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. (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 - 29 - 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. 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 noliability or obligation with respect to any claim for a breach of a representation or warranty under this Agreement made after - 30 - two (2) years from the Closing Date; and (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. 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 - 31 - obligation with respect to any claim for a fee, commission or other compensation claimed by Percival Hudgins against the company. 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. 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. 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. 9.5 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be - 32 - 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 & Slain LLP 1740 Broadway New York, New York 10019 Attn.: Dan DeWolf, Esq. 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 - 33 - 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. 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. 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). 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). - 34 - 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. 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. 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. 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. 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 - 35 - 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. /s/MIGUEL S. MORAGA /s/M.I. WELLESLEY-WESLEY By: --------------- By: -------------------------- Name:MIGUEL S. MORAGA Name:M.I. WELLESLEY-WESLEY Title: Title: VICE PRESIDENT /s/ Eduardo Perez de Villeags EDUARDO PEREZ DE VILLEGAS /s/ Tomas Rubinos Pinon TOMAS RUBINOS PINON CC ACQUISITION COMPANY B, L.L.C. /s/ M.I. Wellesley-Wesly By: ------------------------- Name: M.I. WELLESLEY-WESLEY Title: VICE PRESIDENT SCHEDULE 2.1 Liens, Security Interests, Etc. 1. Pledge Agreement by and between Pesa, Inc. and Dresdner Bank Agreement, dated June 29, 1994 (10 million Chyron corporation shares -- Stock certificates U74787 through U74886). 2. Pledge Agreement by and between Pesa, Inc. and Extebank, dated August 1,1994 (7,500'000 Chyron Corporation shares -- Stock Certificates U77222 through U77229). 3. Pledge Agreement by and between Pesa, Inc. and Dow, Lohnes & Albertson, dated January 1, 1995 (1 million Chyron Corporation Shares -- Stock Certificate U77221). EX-99 3 EXHIBIT 2 STOCK PURCHASE AGREEMENT BY AND AMONG CC ACQUISITION COMPANY A, L.L.C., SEPA TECHNOLOGIES LTD., CO., AND JOHN A. SERVIZIO TABLE OF CONTENTS PAGE I. PURCHASE AND SALE . . . . . . . . . . . . . . . 1 1.1 Terms of Purchase and Sale . . . . . . . . 1 1.2 Closing. . . . . . . . . . . . . . . . . . 6 1.3 Other Transactions . . . . . . . . . . . . 6 II. REPRESENTATIONS AND WARRANTIES OF SELLER. . . . 6 2.1 Share Ownership. . . . . . . . . . . . . . 6 2.2 Litigation and Claims. . . . . . . . . . . 7 2.3 Organization . . . . . . . . . . . . . . . 7 2.4 Authority to Sell. . . . . . . . . . . . . 7 2.5 Restrictions . . . . . . . . . . . . . . . 8 III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER . . . . . . . . . . . . . . . . . . . 8 3.1 Organization . . . . . . . . . . . . . . . 8 3.2 Authority to Buy . . . . . . . . . . . . . 9 3.3 Litigation and Claims. . . . . . . . . . . 9 3.4 Restrictions . . . . . . . . . . . . . . . 9 3.5 Purchases for Investment Purposes Only . . 10 3.6 Sophisticated Investor . . . . . . . . . . 10 3.7 Restricted Securities. . . . . . . . . . . 11 IV. CONDITIONS TO OBLIGATIONS OF THE PURCHASER. . . 12 4.1 Accuracy of Representations and Compliance With Conditions . . . . . . . . 12 4.2 Opinion of Counsel . . . . . . . . . . . . 12 4.3 Other Closing Documents. . . . . . . . . . 13 4.4 Legal Action . . . . . . . . . . . . . . . 14 4.5 No Governmental Action . . . . . . . . . . 14 4.6 Pesa Closing . . . . . . . . . . . . . . . 15 V. CONDITIONS TO OBLIGATIONS OF SELLER . . . . . . 15 5.1 Accuracy of Representations and Compliance With Conditions . . . . . . . . 15 5.2 Opinion of Counsel . . . . . . . . . . . . 15 5.3 Other Closing Documents. . . . . . . . . . 16 5.4 PESA Agreement . . . . . . . . . . . . . . 16 5.5 Legal Action . . . . . . . . . . . . . . . 16 5.6 No Governmental Action . . . . . . . . . . 17 VI. COVENANTS OF SELLER AND SERVIZIO. . . . . . . . 17 6.1 Control of Board . . . . . . . . . . . . . 17 6.2 Stock Options. . . . . . . . . . . . . . . 18 6.3 Advice of Changes. . . . . . . . . . . . . 18 6.4 Public Statements. . . . . . . . . . . . . 18 6.5 Other Proposals. . . . . . . . . . . . . . 19 6.6 Voting by Stockholders . . . . . . . . . . 21 6.7 Voting . . . . . . . . . . . . . . . . . . 22 - i - VII. COVENANTS OF PURCHASER. . . . . . . . . . . . . 22 7.1 Confidentiality. . . . . . . . . . . . . . 22 7.2 Management Agreement . . . . . . . . . . . 22 7.3 Advice of Changes. . . . . . . . . . . . . 23 7.4 Public Statements. . . . . . . . . . . . . 23 VIII. INDEMNIFICATION; SURVIVAL; LIMITATIONS ON LIABILITY. . . . . . . . . . . . . . . . . . 24 8.1 Indemnification. . . . . . . . . . . . . . 24 8.2 Survival . . . . . . . . . . . . . . . . . 25 IX. MISCELLANEOUS . . . . . . . . . . . . . . . . . 26 9.1 Brokerage Fees . . . . . . . . . . . . . . 26 9.2 Further Actions. . . . . . . . . . . . . . 27 9.3 Submission to Jurisdiction . . . . . . . . 27 9.4 Merger; Modification . . . . . . . . . . . 27 9.5 Notices. . . . . . . . . . . . . . . . . . 27 9.6 Waiver . . . . . . . . . . . . . . . . . . 29 9.7 Binding Effect . . . . . . . . . . . . . . 29 9.8 No Third-Party Beneficiaries . . . . . . . 29 9.9 Separability . . . . . . . . . . . . . . . 30 9.10 Headings . . . . . . . . . . . . . . . . . 30 9.11 Counterparts; Governing Law. . . . . . . . 30 9.12 English Language . . . . . . . . . . . . . 30 - ii - STOCK PURCHASE AGREEMENT 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. 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, -2- 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 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 -3- 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 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 -4- 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; provide, however, that no such sales shall be made -5- 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. 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. 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: 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 -6- title to the Acquisition Shares, free and clear of all liens, security interests, pledges, charges, claim 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 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. 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. 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. 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 -7- 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. 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, 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: 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. -8- 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. 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 knowledge) in prospect therefor, that would prohibit the transactions contemplated pursuant to this Agreement. 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 -9- Affiliate thereof for the execution, delivery, or performance of this Agreement by the Purchaser. 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. 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 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 -10- 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. 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, -11- 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 PURCHASER. The obligations of the Purchaser under this Agreement are subject, at the option of the Purchaser, to the satisfaction of the following conditions: 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. 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 -12- 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 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. 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 -13- have been met and otherwise to carry out the provisions of this Agreement. 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. 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 -14- benefits to the Purchaser of any of the transactions contemplated by this Agreement. 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: 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 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. 5.2 Opinion Counsel. The Purchaser shall have delivered to the Seller on the Closing Date the opinion of counsel to the Purchaser, in form and -15- 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. 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. 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. 5.5 Legal Action. There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise -16- challenge the consummation of, the transactions contemplated by this Agreement, or to obtain substantial damages with respect thereto. 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. VI. COVENANTS OF SELLER AND SERVIZIO. The Seller and Servizio covenant and agree as follows: 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. -17- 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. 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. 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 consent of the Purchasers, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained herein shall prevent the Seller or Servizio from -18- 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. 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 -19- 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 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 -20- 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. 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 -21- 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. 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. VII. COVENANTS OF PURCHASER. The Purchaser covenants and agrees as follows: 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. 7.2 Management Agreement. (a) The Purchaser shall not take any action to cancel -22- 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. 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 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. 7.4 Public Statements. Until the Release Time, the Purchaser shall not disseminate any information to the public regarding this -23- 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. 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. (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 -24- 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. 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 -25- (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. 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 -26- other compensation claimed by Percival Hudgins against the Company. 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. 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. 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. 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 -27- 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): 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 -28- 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. 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 of any other tem of this Agreement. Any waiver must be in writing. 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). 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). -29- 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. 9.10 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the in the construction or interpretation of this Agreement. 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. 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. -30- 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. /s/John A. Servizio /s/ M.I. Wellesly-Wesley By:-------------------- By:------------------------- Name: John A. Servizio Name: M.I. Wellesly-Wesley Title: Chairman & CEO Title: Vice President /s/ John A. Servizio - ----------------------- John A. Servizio -31- -----END PRIVACY-ENHANCED MESSAGE-----