Exhibit 4.01
STOCK PURCHASE AGREEMENT
Euronet Worldwide, Inc.
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
The undersigned (the "Investor"), hereby confirms its agreement with you as
follows:
This Stock Purchase Agreement (the "Agreement") is made as of the date set forth
below between Euronet Worldwide, Inc., a Delaware corporation (the "Company"),
and the Investor.
The Company has authorized the sale and issuance of up to 625,000 shares (the
"Shares") of common stock of the Company, $.02 par value per share (the "Common
Stock"), subject to adjustment by the Company's Board of Directors, to certain
investors in a private placement (the "Offering").
The Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor
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shares, for a purchase price of $20.00 per share, or an aggregate purchase price
of $ , pursuant to the Terms and Conditions for Purchase
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of Shares attached hereto as Annex I and incorporated herein by this reference
as if fully set forth herein. Unless otherwise requested by the Investor,
certificates representing the Shares purchased by the Investor will be
registered in the Investor's name and address as set forth below.
The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship within the past three years with
the Company or its affiliates, (b) neither it, nor any group of which it is a
member or to which it is related, beneficially owns (including the right to
acquire or vote) any securities of the Company and (c) it has no direct or
indirect affiliation or association with any NASD member. Exceptions:
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(If no exceptions, write "none." If left blank, response will be deemed to
be "none.")
Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.
Dated as of: February , 2002
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"INVESTOR"
By:
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Print Name:
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Title:
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Address:
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AGREED AND ACCEPTED:
EURONET WORLDWIDE, INC.
By:
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Title:
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ANNEX I
TERMS AND CONDITIONS FOR PURCHASE OF SHARES
1. Authorization and Sale of the Shares. Subject to the terms and
conditions of this Agreement, the Company has authorized the sale of the Shares.
2. Agreement to Sell and Purchase the Shares; Subscription Date.
2.1 At the Closing (as defined in Section 3), the Company will sell to
the Investor, and the Investor will purchase from the Company, upon the terms
and conditions hereinafter set forth, the number of Shares set forth on the
signature page to which these Terms and Conditions for Purchase of Shares are
attached as Annex I (the "Signature Page") at the purchase price set forth on
such Signature Page.
2.2 The Company proposes to enter into this same form of Stock
Purchase Agreement with certain other investors (the "Other Investors") and
expects to complete sales of Shares to them. (The Investor and the Other
Investors are hereinafter sometimes collectively referred to as the "Investors,"
and this Agreement and the Stock Purchase Agreements executed by the Other
Investors are hereinafter sometimes collectively referred to as the
"Agreements.") The Company may accept in its sole discretion executed Agreements
from Investors for the purchase of Shares commencing upon the date on which the
Company provides the Investors with the proposed purchase price per Share and
concluding upon the date (the "Subscription Date") on which the Company has (i)
executed Agreements with Investors for the purchase of Shares in the amount of
at least $10,000,000 and (ii) notified Stifel, Nicolaus & Company, Incorporated
(in its capacity as Placement Agent for the Shares, the "Placement Agent") in
writing that it is no longer accepting Agreements from Investors for the
purchase of Shares.
2.3 Investor acknowledges that the Company intends to pay the
Placement Agent a fee in respect of the sale of Shares to the Investor.
3. Delivery of the Shares at Closing. The completion of the purchase and
sale of the Shares (the "Closing") shall occur at a place and time (the "Closing
Date") to be specified by the Company and the Placement Agent, and of which the
Investors will be notified in advance by the Placement Agent. At the Closing,
after receipt of payment therefore, the Company shall arrange delivery to the
Investor one or more stock certificates representing the number of Shares set
forth on the signature page hereto, each such certificate to be registered in
the name of the Investor or, if so indicated on the Stock Certificate
Questionnaire attached hereto as Exhibit A, in the name of a nominee designated
by the Investor.
The Company's obligation to issue the Shares to the Investor shall be
subject to the following conditions, any one or more of which may be waived by
the Company: (a) receipt by the Company of the purchase price for the Shares
being purchased hereunder as set forth on the Signature Page hereto; (b)
completion of purchases and sales under the Agreements with the Other Investors;
(c) Investors shall have executed Agreements for the purchase of Shares in the
amount of at least $10,000,000; and (d) the accuracy of the representations and
warranties made
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by the Investors and the fulfillment of those undertakings of the Investors to
be fulfilled prior to the Closing.
The Investor's obligation to purchase the Shares shall be subject to
the following conditions, any one or more of which may be waived by the
Investor: (a) Investors shall have executed Agreements for the purchase of
Shares in the amount of at least $10,000,000; and (b) the satisfaction of all of
the conditions set forth in the engagement letter between the Company and the
Placement Agent relating to the transaction contemplated hereby. Subject to
clause (a) above, the Investor's obligations are expressly not conditioned on
the purchase by any or all of the other Investors of the Shares that they have
agreed to purchase from the Company.
4. Representations, Warranties and Covenants of the Company. Except as
otherwise described in the Company's filings with the Securities and Exchange
Commission since December 31, 2000 (the "SEC Documents"), in the Company's press
releases since December 31, 2000, and in the certain operational, managerial and
other information regarding the Company (the "Proprietary Information")
disclosed by the Company to the Investor in contemplation of this offering,
including the documents incorporated by reference therein (the SEC Documents,
press releases and the Proprietary Information are collectively referred to
herein as the "Company Information"), which qualify the following
representations and warranties in their entirety, the Company hereby represents
and warrants to, and covenants with, the Investor, as follows:
4.1 Organization. Each subsidiary of the Company, other than any
subsidiary that would not be required to be listed in the Company's SEC
Documents pursuant to Item 601 of Regulation S-K of the Securities Exchange Act
of 1934, as amended (each a "Subsidiary" and collectively "Subsidiaries"), is
listed in Section 4.1 of the Company's Disclosure Schedule attached hereto (the
"Company Disclosure Schedule"), and such list is a complete list of the
Company's Subsidiaries. Each of the Company and its Subsidiaries is duly
incorporated and validly existing in good standing under the laws of the
jurisdiction of its organization. Each of the Company and its Subsidiaries has
full power and authority to own, operate and occupy its properties and to
conduct its business as presently conducted and is registered or qualified to do
business and in good standing in each jurisdiction in which it owns or leases
property or transacts business and where the failure to be so qualified would
have a material adverse effect upon the business, financial condition,
properties or operations of the Company and its Subsidiaries on a consolidated
basis ("Material Adverse Effect"), and no proceeding has been instituted in any
such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit
or curtail, such power and authority or qualification.
4.2 Due Authorization. The Company has all requisite power and
authority to execute, deliver and perform its obligations under the Agreements,
and the Agreements have been duly authorized and validly executed and delivered
by the Company and constitute legal, valid and legally binding agreements of the
Company enforceable against the Company in accordance with their terms, except
as rights to indemnity and contribution may be limited by state or federal
securities laws or the public policy underlying such laws, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be
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subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
4.3 Non-Contravention. The execution and delivery of the Agreements,
the issuance and sale of the Shares to be sold by the Company under the
Agreements, the fulfillment of the terms of the Agreements and the consummation
of the transactions contemplated thereby will not (A) conflict with or
constitute a violation of, or default (with the passage of time or otherwise)
under, (i) any material bond, debenture, note or other evidence of indebtedness,
or any material lease, contract, indenture, mortgage, deed of trust, loan
agreement, joint venture or other agreement or instrument to which the Company
or any of its Subsidiaries is a party or by which they or its property is bound,
where such conflict, violation or default is reasonably likely to result in a
Material Adverse Effect, (ii) the charter, by-laws or other organizational
documents of the Company or any of its Subsidiaries, or (iii) any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority binding upon the Company or any of its
Subsidiaries or their property, where such conflict, violation or default is
reasonably likely to result in a Material Adverse Effect, or (B) result in the
creation or imposition of any lien, encumbrance, claim, security interest or
restriction whatsoever upon any of the properties or assets of the Company or
any of its Subsidiaries or an acceleration of indebtedness pursuant to any
obligation, agreement or condition contained in any bond, debenture, note or any
other evidence of indebtedness or any indenture, mortgage, deed of trust or any
other agreement or instrument to which the Company or any of its Subsidiaries is
a party or by which it is bound or to which any of the property or assets of the
Company or any of its Subsidiaries is subject, which would be reasonably likely
to result in a Material Adverse Effect. No consent, approval, authorization or
other order of, or registration, qualification or filing with, any regulatory
body, administrative agency, or other governmental body in the United States is
required for the execution and delivery of the Agreements and the valid issuance
and sale of the Shares to be sold pursuant to the Agreements, other than such as
have been made or obtained, and except for any securities filings required to be
made under federal or state securities laws.
4.4 Capitalization. The capitalization of the Company is described in
the Company's SEC Documents as of the dates set forth therein. The SEC Documents
disclose all Subsidiaries of the Company and each such Subsidiary is wholly
owned by the Company. The Company has not issued any capital stock since
December 31, 2000 other than as disclosed in the Company's SEC Documents. The
Shares to be sold pursuant to the Agreements have been duly authorized, and when
issued and paid for in accordance with the terms of the Agreements, will be duly
and validly issued, fully paid and nonassessable. The outstanding shares of
capital stock of the Company have been duly and validly issued and are fully
paid and nonassessable, have been issued in compliance with all federal, state
and foreign securities laws, and were not issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. Except as set
forth in or contemplated by the Company's SEC Documents and other than as set
forth in Section 4.4 of the Company Disclosure Schedule, there are no
outstanding rights (including, without limitation, preemptive rights), warrants
or options to acquire, or instruments convertible into or exchangeable for, any
unissued shares of capital stock or other equity interest in the Company, or any
contract, commitment, agreement, understanding or arrangement of any kind to
which the Company is a party and relating to the issuance or sale of any capital
stock of the Company, any such convertible or exchangeable securities or any
such rights, warrants or
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options. Without limiting the foregoing, no preemptive right, co-sale right,
registration right, right of first refusal or other similar right exists with
respect to the issuance and sale of the Shares. Except as disclosed in the
Company's SEC Documents, there are no stockholders agreements, voting agreements
or other similar agreements with respect to the Common Stock to which the
Company is a party.
4.5 Legal Proceedings. There is no material legal or governmental
proceeding pending, which would be reasonably likely to result in a Material
Adverse Effect, to which the Company or any of its Subsidiaries is a party or of
which the business or property of the Company or any of its Subsidiaries is
subject that is not disclosed in the Company's SEC Documents.
4.6 No Violations. Neither the Company nor any of its Subsidiaries is
in violation of its charter, bylaws or other organizational document, or in
violation of any law, administrative regulation, ordinance or order of any court
or governmental agency, arbitration panel or authority applicable to the Company
or any of its Subsidiaries, which violation, individually or in the aggregate,
would be reasonably likely to have a Material Adverse Effect, or is in default
(and there exists no condition which, with the passage of time or otherwise,
would constitute a default) in the performance of any material bond, debenture,
note or any other evidence of indebtedness in any indenture, mortgage, deed of
trust or any other material agreement or instrument to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound or by which the property of the Company or any of its
Subsidiaries is bound, which would be reasonably likely to have a Material
Adverse Effect.
4.7 Governmental Permits, Etc. With the exception of the matters which
are dealt with separately in Sections 4.1, 4.11, and 4.12, the Company and each
of its Subsidiaries have all necessary franchises, licenses, certificates and
other authorizations from any foreign, federal, state or local government or
governmental agency, department or body that are currently necessary for the
operation of the business of the Company and each of its Subsidiaries as
currently conducted except where the failure to currently possess could not
reasonably be expected to have a Material Adverse Effect.
4.8 Intellectual Property. The Company and its Subsidiaries own or
possess, or can acquire on reasonable terms, adequate patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), trademarks, service marks, trade names or other intellectual
property (collectively, "Intellectual Property") necessary to carry on the
business now operated by them, and neither the Company nor any of its
Subsidiaries has received any notice or is otherwise aware of any infringement
of or conflict with asserted rights of others with respect to any Intellectual
Property or of any facts or circumstances which would render any of the
Company's Intellectual Property invalid or inadequate to protect the interest of
the Company or any of its Subsidiaries therein, and which infringement or
conflict (if the subject of any unfavorable decision, ruling or finding) or
invalidity or inadequacy, singly or in the aggregate, would result in a Material
Adverse Effect.
4.9 Financial Statements. The consolidated financial statements of the
Company and the related notes contained in the Company's SEC Documents present
fairly, in
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accordance with generally accepted accounting principles, the financial position
of the Company and its Subsidiaries as of the dates indicated, and the results
of its operations and cash flows for the periods therein specified. Such
financial statements (including the related notes) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods therein specified, except as disclosed in the
Company's SEC Documents.
4.10 No Material Adverse Change. Except as disclosed in the Company
Information provided to the Investor in contemplation of this Offering, since
December 31, 2000, there has not been (i) any Material Adverse Effect, (ii) any
obligation, direct or contingent, that is material to the Company or its
Subsidiaries on a consolidated basis, incurred by the Company or any of its
Subsidiaries, except obligations incurred in the ordinary course of business,
(iii) any dividend or distribution of any kind declared, paid or made on the
capital stock of the Company, or (iv) any loss or damage (whether or not
insured) to the physical property of the Company or any of its Subsidiaries
which has been sustained which has a Material Adverse Effect.
4.11 NASDAQ Compliance. The Company's Common Stock is registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and is listed on The Nasdaq Small Cap Market (the "Nasdaq
Stock Market"), and the Company has taken no action designed to, or likely to
have the effect of, terminating the registration of the Common Stock under the
Exchange Act, or delisting the Common Stock from the Nasdaq Stock Market. The
Company shall comply with all requirements of the National Association of
Securities Dealers, Inc. with respect to the issuance of the Shares and the
listing thereof on the Nasdaq Stock Market. The Company shall use its reasonable
best efforts to become a listed company on the Nasdaq National Market.
4.12 Reporting Status. The Company has filed in a timely manner all
documents that the Company was required to file under the Securities Exchange
Act during the 12 months preceding the date of this Agreement. The following
documents complied in all material respects with the SEC's requirements as of
their respective filing dates, and the information contained therein as of the
date thereof did not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made, not
misleading:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000 (the "10-K");
(b) The Company's Quarterly Reports on Form 10-Q for each of the
quarters ended March 31, 2001, June 30, 2001 and September 30, 2001; and
(c) All other documents, if any, filed by the Company with the
SEC since December 31, 2000.
4.13 Foreign Corrupt Practices. Neither the Company, any of its
Subsidiaries nor, to the knowledge of the Company, any agent or other person
acting on behalf of the Company or any of its Subsidiaries, has (i) directly or
indirectly, used any corporate funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or
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domestic political activity, (ii) made any unlawful payment to foreign or
domestic government officials or employees or to foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company, any of its Subsidiaries or made by any person
acting on their behalf and of which the Company is aware in violation of law or
(iv) violated in any material respect any provision of the Foreign Corrupt
Practices Act of 1977, as amended.
4.14 No Manipulation of Stock. Neither the Company nor any of its
Subsidiaries has taken, nor will they take, in violation of applicable law, any
action outside the ordinary course of business designed to or that might
reasonably be expected to cause or result in unlawful manipulation of the price
of the Common Stock to facilitate the sale or resale of the Shares.
4.15 Accountants. KPMG who expressed their opinion with respect to the
consolidated financial statements incorporated by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 into the
Registration Statement (as defined below) and the Prospectus which forms a part
thereof, are independent accountants as required by the Securities Act of 1933,
as amended (the "Securities Act") and the rules and regulations promulgated
thereunder.
4.16 Contracts. All contracts, agreements and arrangements that should
have been disclosed in, or included as exhibits to, the filings made by the
Company with the SEC pursuant to the requirements of the Securities Act, or the
Exchange Act have been so disclosed or included therein or therewith. The
contracts described in, included as exhibits to or incorporated by reference in
the filings made by the Company with the SEC that are material to the Company
and any of its Subsidiaries are in full force and effect on the date hereof, and
neither the Company nor its Subsidiaries, nor, to the Company's knowledge, any
other party to such contracts is in breach of or default under any of such
contracts which would have a Material Adverse Effect.
4.17 Investment Company. The Company is not an "investment company" or
an entity "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.
4.18 Insurance. Each of the Company and its Subsidiaries maintains
insurance of the types and in the amounts that are reasonable and adequate for
its business, including, but not limited to, insurance covering all real and
personal property owned or leased by the Company or any of its Subsidiaries
against theft, damage, destruction and all other risks customarily insured
against by similarly situated companies, all of which insurance is in full force
and effect.
4.19 Offering Materials. Other than the Company Information, the
Company, its Subsidiaries and their agents have not distributed and the Company
will not distribute, and will cause its Subsidiaries, its or its Subsidiaries'
agents not to distribute prior to the Closing Date any offering material in
connection with the offering and sale of the Shares. The Company, its
Subsidiaries and their agents have not in the past nor will they hereafter take
any action to sell, offer for sale or solicit offers to buy any securities of
the Company which would bring the
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offer, issuance or sale of the Shares, as contemplated by this Agreement, within
the provisions of Section 5 of the Securities Act, unless such offer, issuance
or sale was or shall be within the exemptions of Section 4 of the Securities
Act.
4.20 Opinion of Counsel. The Company shall cause to be delivered to
the Investors and the Placement Agent by counsel to the Company a customary
legal opinion pertaining to the availability of an exemption from the
registration provisions of the Securities Act and other customary legal
opinions.
4.21 Taxes. The Company and each of its Subsidiaries has filed all
necessary federal, state and foreign income and franchise tax returns and has
paid or accrued all taxes shown as due thereon, and the Company has no knowledge
of a tax deficiency which has been or might be asserted or threatened against it
which would have a Material Adverse Effect.
5. Representations, Warranties and Covenants of the Investor.
5.1 The Investor represents and warrants to, and covenants with, the
Company that: (i) the Investor is an "accredited investor" as defined in Rule
501(a) of Regulation D under the Securities Act and the Investor is also
knowledgeable, sophisticated and experienced in making, and is qualified to make
decisions with respect to, investments in shares presenting an investment
decision like that involved in the purchase of the Shares, including investments
in securities issued by the Company and investments in comparable companies, and
has requested, received, reviewed and considered all information it deemed
relevant in making an informed decision to purchase the Shares; (ii) the
Investor is acquiring the number of Shares set forth on the Signature Page
hereto in the ordinary course of its business and for its own account for
investment only and with no present intention of distributing any of such Shares
or any arrangement or understanding with any other persons regarding the
distribution of such Shares; (iii) the Investor will not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of) any of the
Shares except in compliance with the Securities Act, applicable state securities
laws and the respective rules and regulations promulgated thereunder; (iv) the
Investor has answered all questions on the Signature Page hereto and the
Investor Questionnaire attached hereto as Exhibit B for use in preparation of
the Registration Statement and the answers thereto are true and correct as of
the date hereof and will be true and correct as of the Closing Date and Exhibit
B is expressly incorporated herein by reference; (v) the Investor will notify
the Company immediately of any change in any of such information until such time
as the Investor has sold all of its Shares or until the Company is no longer
required to keep the Registration Statement effective; and (vi) the Investor
has, in connection with its decision to purchase the number of Shares set forth
on the signature page hereto, relied only upon the Company Information provided
to the Investor by the Company in contemplation of this offering and the
representations and warranties of the Company contained herein. The Investor has
carefully considered the potential risks relating to the Company and a purchase
of the Shares, and fully understands that the Shares are speculative investments
which involve a high degree of risk of loss of the Investor's entire investment.
The Investor understands that (a) its acquisition of the Shares has not been
registered under the Securities Act or registered or qualified under any state
securities law in reliance on specific exemptions therefrom, (b) that the Shares
therefore cannot be resold unless they are registered under the Act or when an
exemption from registration is
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available, and (c) that the certificates for the Shares will bear a legend
stating that they have not been registered under federal or state securities law
and cannot be resold unless they are registered or an exemption from
registration is available.
5.2 The Investor acknowledges, represents and agrees that no action
has been or will be taken in any jurisdiction outside the United States by the
Company or the Placement Agent that would permit an offering of the Shares, or
possession or distribution of offering materials in connection with the issue of
the Shares, in any jurisdiction outside the United States where action for that
purpose is required. Each Investor outside the United States will comply with
all applicable laws and regulations in each foreign jurisdiction in which it
purchases, offers, sells or delivers Shares or has in its possession or
distributes any offering material, in all cases at its own expense. The Investor
acknowledges, represents and agrees that the Placement Agent is not authorized
to make any representation or use any information in connection with the issue,
placement, purchase and sale of the Shares.
5.3 The Investor hereby covenants with the Company not to make any
sale of the Shares without complying with the provisions of this Agreement,
including Section 7.2 hereof, and without effectively causing the prospectus
delivery requirement under the Securities Act to be satisfied, and the Investor
acknowledges that the certificates evidencing the Shares will be imprinted with
a legend that prohibits their transfer except in accordance therewith. The
Investor acknowledges that there may occasionally be times when the Company,
based on the advice of its counsel, determines that it must suspend the use of
the Prospectus forming a part of the Registration Statement until such time as
an amendment to the Registration Statement has been filed by the Company and
declared effective by the SEC or until the Company has amended or supplemented
such Prospectus.
5.4 The Investor further represents and warrants to, and covenants
with, the Company that (i) the Investor has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) this Agreement
constitutes a valid and legally binding obligation of the Investor enforceable
against the Investor in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Investors
herein may be legally unenforceable.
5.5 The Investor will not, prior to the effectiveness of the
Registration Statement, sell, offer to sell, solicit offers to buy, dispose of,
loan, pledge or grant any right with respect to (collectively, a "Disposition"),
the Common Stock of the Company, nor will Investor engage in any hedging or
other transaction which is designed to or could reasonably be expected to lead
to or result in a Disposition of Common Stock of the Company by the Investor or
any other person or entity. Such prohibited hedging or other transactions would
include, without limitation, effecting any short sale or having in effect any
short position (whether or not such sale or position is against the box and
regardless of when such position was entered into) or any purchase, sale or
grant of any right (including, without limitation, any put or call option) with
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respect to the Common Stock of the Company or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Common Stock of the Company.
5.6 The Investor understands that nothing in this Agreement or any
other materials presented to the Investor in connection with the purchase and
sale of the Shares constitutes legal, tax or investment advice. The Investor has
consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of Shares.
6. Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement or by the
Placement Agent, all covenants, agreements, representations and warranties made
by the Company and the Investor herein shall survive the execution of this
Agreement, the delivery to the Investor of the Shares being purchased and the
payment therefor.
7. Registration of the Shares; Compliance with the Securities Act.
7.1 Registration Procedures and Expenses. The Company shall:
(a) The Company shall:
(i) subject to receipt of necessary information from the
Investors, prepare and file with the SEC, as soon as practicable, but in no
event later than thirty (30) days after the Closing Date, a registration
statement on Form S-3 (or in the event that the Company is unable to use Form
S-3, then on Form S-1) (the "Registration Statement") to enable the resale of
the Shares by the Investors from time to time through the automated quotation
system of the Nasdaq Stock Market or in privately-negotiated transactions;
(ii) use its reasonable efforts, subject to receipt of
necessary information from the Investors, to cause the Registration Statement to
become effective as soon as practicable, but in no event later than ninety (90)
days after the Registration Statement is filed by the Company;
(iii) use its reasonable efforts to prepare and file with
the SEC such amendments and supplements to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the
Registration Statement current and effective for a period not exceeding, with
respect to each Investor's Shares purchased hereunder, the earlier of (i) the
second anniversary of the Closing Date, (ii) the date on which the Investor may
sell all Shares then held by the Investor without restriction by the volume
limitations of Rule 144(e) of the Securities Act or (iii) such time as all
Shares purchased by such Investor in this Offering have been sold pursuant to a
registration statement;
(iv) furnish to the Placement Agent and to the Investor with
respect to the Shares registered under the Registration Statement such number of
copies of the Registration Statement, Prospectuses and Preliminary Prospectuses
in conformity with the requirements of the Securities Act and such other
documents as the Investor may reasonably
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request, in order to facilitate the public sale or other disposition of all or
any of the Shares by the Investor, provided, however, that the obligation of the
Company to deliver copies of Prospectuses or Preliminary Prospectuses to the
Investor shall be subject to the receipt by the Company of reasonable assurances
from the Investor that the Investor will comply with the applicable provisions
of the Securities Act and of such other securities or blue sky laws as may be
applicable in connection with any use of such Prospectuses or Preliminary
Prospectuses;
(v) file documents required of the Company for normal blue
sky clearance in states specified in writing by the Investor, provided, however,
that the Company shall not be required to qualify to do business or consent to
service of process in any jurisdiction in which it is not now so qualified or
has not so consented;
(vi) bear all expenses in connection with the procedures in
paragraph (i) through (v) of this Section 7.1(a) and the registration of the
Shares pursuant to the Registration Statement; and
(vii) advise the Investors, promptly after it shall receive
notice or obtain knowledge of the issuance of any stop order by the SEC delaying
or suspending the effectiveness of the Registration Statement or of the
initiation of any proceeding for that purpose; and it will promptly use its
commercially reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order should
be issued.
(b) With a view to making available to the Investor the benefits
of Rule 144 (or its successor rule) and any other rule or regulation of the SEC
that may at any time permit the Investor to sell Shares to the public without
registration, the Company covenants and agrees to: (i) make and keep public
information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) such date as all of the Investor's Shares may be resold
pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as
all of the Investor's Shares shall have been resold; (ii) file with the SEC in a
timely manner all reports and other documents required of the Company under the
Securities Act and under the Exchange Act; and (iii) furnish to the Investor
upon request, as long as the Investor owns any Shares, (A) a written statement
by the Company that it has complied with the reporting requirements of the
Securities Act and the Exchange Act, (B) a copy of the Company's most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other
information as may be reasonably requested in order to avail the Investor of any
rule or regulation of the SEC that permits the selling of any such Shares
without registration.
(c) It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 7.1 that the Investor shall
furnish to the Company such information regarding itself, the Shares to be sold
by Investor, and the intended method of disposition of such securities as shall
be required to effect the registration of the Shares.
(d) The Company understands that the Investor disclaims being an
underwriter, but the Investor being deemed an underwriter by the SEC shall not
relieve the Company of any obligations it has hereunder, provided, however, that
if the Company receives
10
notification from the SEC that the Investor is deemed an underwriter, then the
period by which the Company is obligated to submit an acceleration request to
the SEC shall be extended to the earlier of (i) the 90th day after such SEC
notification, or (ii) 120 days after the initial filing of the Registration
Statement with the SEC.
7.2 Transfer of Shares After Registration; Suspension.
(a) The Investor agrees that it will not effect any Disposition
of the Shares or its right to purchase the Shares that would constitute a sale
within the meaning of the Securities Act except as contemplated in the
Registration Statement referred to in Section 7.1 and as described below, and
that it will promptly notify the Company of any changes in the information set
forth in the Registration Statement regarding the Investor or its plan of
distribution.
(b) Except in the event that paragraph (c) below applies, the
Company shall: (i) if deemed necessary by the Company, prepare and file from
time to time with the SEC a post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or a supplement or amendment
to any document incorporated therein by reference or file any other required
document so that such Registration Statement will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
so that, as thereafter delivered to purchasers of the Shares being sold
thereunder, such Prospectus will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; (ii) provide the Investor copies of any documents
filed pursuant to Section 7.2(b)(i); and (iii) inform each Investor that the
Company has complied with its obligations in Section 7.2(b)(i) (or that, if the
Company has filed a post-effective amendment to the Registration Statement which
has not yet been declared effective, the Company will notify the Investor to
that effect, will use its reasonable efforts to secure the effectiveness of such
post-effective amendment as promptly as possible and will promptly notify the
Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become
effective).
(c) Subject to paragraph (d) below, in the event: (i) of any
request by the SEC or any other federal or state governmental authority during
the period of effectiveness of the Registration Statement for amendments or
supplements to a Registration Statement or related Prospectus or for additional
information; (ii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose;
(iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Shares for sale in any jurisdiction or the initiation of any proceeding for such
purpose; or (iv) of any event or circumstance which necessitates the making of
any changes in the Registration Statement or Prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements
11
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; then the Company shall deliver a certificate in writing to the
Investor (the "Suspension Notice") to the effect of the foregoing and, upon
receipt of such Suspension Notice, the Investor will refrain from selling any
Shares pursuant to the Registration Statement (a "Suspension") until the
Investor's receipt of copies of a supplemented or amended Prospectus prepared
and filed by the Company, or until it is advised in writing by the Company that
the current Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in any such Prospectus. In the event of any Suspension, the Company will use its
reasonable efforts to cause the use of the Prospectus so suspended to be resumed
as soon as reasonably practicable within 20 business days after delivery of a
Suspension Notice to the Investors. In addition to and without limiting any
other remedies (including, without limitation, at law or at equity) available to
the Investor, the Investor shall be entitled to specific performance in the
event that the Company fails to comply with the provisions of this Section
7.2(c).
(d) Notwithstanding the foregoing paragraphs of this Section 7.2,
the Investor shall not be prohibited from selling Shares under the Registration
Statement as a result of Suspensions on more than two occasions of not more than
45 days each in any twelve month period, unless, in the good faith judgment of
the Company's Board of Directors, upon advice of counsel, the sale of Shares
under the Registration Statement in reliance on this paragraph 7.2(d) would be
reasonably likely to cause a violation of the Securities Act or the Exchange Act
and result in potential liability to the Company.
(e) Provided that a Suspension is not then in effect the Investor
may sell Shares under the Registration Statement, provided that it arranges for
delivery of a current Prospectus to the transferee of such Shares. Upon receipt
of a request therefor, the Company has agreed to provide an adequate number of
current Prospectuses to the Investor and to supply copies to any other parties
requiring such Prospectuses.
(f) In the event of a sale of Shares by the Investor, the
Investor shall also deliver to the Company's transfer agent, with a copy to the
Company, a Certificate of Subsequent Sale substantially in the form attached
hereto as Exhibit C, so that the shares may be properly transferred.
7.3 Indemnification. For the purpose of this Section 7.3:
(a) the term "Investor Affiliate" shall mean any officer,
director, agent, or affiliate of such Investor;
(b) the term "Registration Statement" shall include any final
Prospectus, exhibit, supplement or amendment included in or relating to the
Registration Statement referred to in Section 7.1; and
(c) the term "untrue statement" shall include any untrue
statement or alleged untrue statement, or any omission or alleged omission to
state in the Registration Statement a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
12
(i) The Company agrees to indemnify and hold harmless each
Investor and the Investor Affiliate from and against any losses, claims, damages
or liabilities to which such Investor or the Investor Affiliate may become
subject (under the Securities Act or otherwise) insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of, or are based upon (i) any untrue statement of a material fact contained in
the Registration Statement as amended at the time of effectiveness, or (ii) any
failure by the Company to fulfill any undertaking included in the Registration
Statement, and the Company will reimburse such Investor or Investor Affiliate
for any reasonable legal or other expenses reasonably incurred in investigating,
defending or preparing to defend any such action, proceeding or claim, provided,
however, that the Company shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of, or is based upon, an
untrue statement made in such Registration Statement in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Investor or any Investor Affiliate specifically for use in preparation of
the Registration Statement or the failure of such Investor or Investor Affiliate
to comply with its covenants and agreements contained in Sections 5.1, 5.2, 5.3,
5.5 or 7.2 hereof or any statement or omission in any Prospectus that is
corrected in any subsequent Prospectus that was delivered to the Investor prior
to the pertinent sale or sales by the Investor.
(ii) The Investor agrees to indemnify and hold harmless the
Company (and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, each officer of the Company who signs the
Registration Statement and each director of the Company) from and against any
losses, claims, damages or liabilities to which the Company (or any such
officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, (i) any failure by the Investor or any Investor Affiliate to comply
with the covenants and agreements contained in Section 5.1, 5.2, 5.3, 5.5 or 7.2
hereof, or (ii) any untrue statement of a material fact contained in the
Registration Statement if such untrue statement was made in reliance upon and in
conformity with written information furnished by or on behalf of the Investor
specifically for use in preparation of the Registration Statement. The Investor
will reimburse the Company (or such officer, director or controlling person), as
the case may be, for any legal or other expenses reasonably incurred in
investigating, defending or preparing to defend any such action, proceeding or
claim.
(iii) Promptly after receipt by any indemnified person of a
notice of a claim or the beginning of any action in respect of which indemnity
is to be sought against an indemnifying person pursuant to this Section 7.3,
such indemnified person shall notify the indemnifying person in writing of such
claim or of the commencement of such action, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party under this Section 7.3 (except to the extent that such
omission materially and adversely affects the indemnifying party's ability to
defend such action) or from any liability otherwise than under this Section 7.3.
Subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled
to participate therein, and, to the extent that it shall elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such
13
indemnified party, shall be entitled to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified person. After notice from the
indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such
indemnified person for any legal expenses subsequently incurred by such
indemnified person in connection with the defense thereof, provided, however,
that if there exists or shall exist a conflict of interest that would make it
inappropriate, in the reasonable opinion of counsel to the indemnified person,
for the same counsel to represent both the indemnified person and such
indemnifying person or any affiliate or associate thereof, the indemnified
person shall be entitled to retain its own counsel at the expense of such
indemnifying person; provided, however, that no indemnifying person shall be
responsible for the fees and expenses of more than one separate counsel
(together with appropriate local counsel) for all indemnified parties. In no
event shall any indemnifying person be liable in respect of any amounts paid in
settlement of any action unless the indemnifying person shall have approved the
terms of such settlement; provided that such consent shall not be unreasonably
withheld or delayed. No indemnifying person shall, without the prior written
consent of the indemnified person, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified person is or could
have been a party and indemnification could have been sought hereunder by such
indemnified person, unless such settlement includes an unconditional release of
such indemnified person from all liability on claims that are the subject matter
of such proceeding.
(iv) If the indemnification provided for in this Section 7.3
is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Investors
on the other in connection with the statements or omissions or other matters
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, in the
case of an untrue statement, whether the untrue statement relates to information
supplied by the Company on the one hand or an Investor on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement. The Company and the Investors agree
that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Investors
were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Investor
shall be required to contribute any amount in excess of the amount by which the
gross amount received by the Investor from the sale of the Shares to which such
loss relates exceeds the amount of any damages which such Investor has otherwise
been required to pay by reason of such untrue statement. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
14
guilty of such fraudulent misrepresentation. The Investors' obligations in this
subsection to contribute are several in proportion to their sales of Shares to
which such loss relates and not joint.
(v) The parties to this Agreement hereby acknowledge that
they are sophisticated business persons who were represented by counsel during
the negotiations regarding the provisions hereof including, without limitation,
the provisions of this Section 7.3, and are fully informed regarding said
provisions. They further acknowledge that the provisions of this Section 7.3
fairly allocate the risks in light of the ability of the parties to investigate
the Company and its business in order to assure that adequate disclosure is made
in the Registration Statement as required by the Act and the Exchange Act. The
parties are advised that federal or state public policy as interpreted by the
courts in certain jurisdictions may be contrary to certain of the provisions of
this Section 7.3, and the parties hereto hereby expressly waive and relinquish
any right or ability to assert such public policy as a defense to a claim under
this Section 7.3 and further agree not to attempt to assert any such defense.
7.4 Termination of Conditions and Obligations. The conditions
precedent imposed by Section 5 or this Section 7 upon the transferability of the
Shares shall cease and terminate as to any particular number of the Shares when
such Shares shall have been effectively registered under the Securities Act and
sold or otherwise disposed of in accordance with the intended method of
disposition set forth in the Registration Statement covering such Shares or at
such time as an opinion of counsel satisfactory to the Company shall have been
rendered to the effect that such conditions are not necessary in order to comply
with the Securities Act.
7.5 Information Available. So long as the Registration Statement is
effective covering the resale of Shares owned by the Investor, the Company will
furnish to the Investor:
(a) as soon as practicable after it is available, one copy of (i)
its Annual Report to Stockholders (which Annual Report shall contain financial
statements audited in accordance with generally accepted accounting principles
by a national firm of certified public accountants) and (ii) if not included in
substance in the Annual Report to Stockholders, its Annual Report on Form 10-K
(the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of the Investor, all exhibits
excluded by the parenthetical to subparagraph (a)(ii) of this Section 7.5 as
filed with the SEC and all other information that is made available to
shareholders; and
(c) upon the reasonable request of the Investor, an adequate
number of copies of the Prospectuses to supply to any other party requiring such
Prospectuses; and the Company, upon the reasonable request of the Investor, will
meet with the Investor or a representative thereof at the Company's headquarters
to discuss all information relevant for disclosure in the Registration Statement
covering the Shares and will otherwise cooperate with any Investor conducting an
investigation for the purpose of reducing or eliminating such Investor's
exposure to liability under the Securities Act, including the reasonable
production of information at the Company's headquarters; provided, that the
Company shall not be required to disclose any confidential information to or
meet at its headquarters with any Investor until and
15
unless the Investor shall have entered into a confidentiality agreement with
respect thereto in form and substance reasonably satisfactory to the Company.
8. Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed (A) if within domestic United
States by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile, or (B) if delivered
from outside the United States, by International Federal Express or facsimile,
and shall be deemed given (i) if delivered by first-class registered or
certified mail domestic, three business days after so mailed, (ii) if delivered
by nationally recognized overnight carrier, one (1) business day after so
mailed, (iii) if delivered by International Federal Express, two (2) business
days after so mailed, (iv) if delivered by facsimile on a business day during
normal business hours, upon electric confirmation of receipt or, if not, the
next business day thereafter and shall be delivered as addressed as follows:
(a) if to the Company, to:
Euronet Worldwide, Inc.
4601 College Blvd., Suite 300
Leawood, Kansas 66211
United States of America
Attn: Michael J. Brown
Chief Executive Officer
Phone: 913-327-4200
Telecopy:
(b) with a copy mailed to:
Shearman & Sterling
Broadgate West
9 Appold Street,
London, EC2A 28P
England
Attn: James M. Bartos
Phone: +44 207 655 5019
Telecopy: +44 207 655 5500
(c) if to the Investor, at its address on the Signature Page
hereto, or at such other address or addresses as may have been furnished to the
Company in writing.
9. Changes. This Agreement may not be modified or amended except pursuant
to an instrument in writing signed by the Company and the Investor.
10. Headings. The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.
16
11. Severability. In case any provision contained in this Agreement should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
12. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without giving
effect to the principles of conflicts of law.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
14. Confidential Disclosure Agreement. Notwithstanding any provision of
this Agreement to the contrary, any confidential disclosure agreement previously
executed by the Company and the Investor in connection with the transactions
contemplated by this Agreement shall remain in full force and effect in
accordance with its terms following the execution of this Agreement and the
consummation of the transactions contemplated hereby.
17
EXHIBIT A
EURONET WORLDWIDE, INC.
STOCK CERTIFICATE QUESTIONNAIRE
Pursuant to Section 5 of the Agreement, please provide us with the
following information:
1. The exact name that your Shares are to be
registered in (this is the name that will --------------------------
appear on your stock certificate(s)). You may
use a nominee name if appropriate:
2. The relationship between the Investor and the
registered holder listed in response to item --------------------------
1 above:
3. The mailing address of the registered holder
listed in response to item 1 above: --------------------------
4. The Social Security Number or Tax
Identification Number of the registered --------------------------
holder listed in the response to item 1
above:
A-1
EXHIBIT B
EURONET WORLDWIDE, INC.
INVESTOR QUESTIONNAIRE
(all information will be treated confidentially)
To: Euronet Worldwide, Inc.
This Investor Questionnaire ("Questionnaire") must be completed by each
potential investor in connection with the offer and sale of the shares of the
common stock, par value $.02 per share (the "Securities"), of Euronet Worldwide,
Inc. (the "Company"). The Securities are being offered and sold by the Company
without registration under the Securities Act of 1933, as amended (the
"Securities Act"), and the securities laws of certain states, in reliance on the
exemptions contained in Section 4(2) of the Securities Act and in reliance on
similar exemptions under applicable state laws. The Company must determine that
a potential investor meets certain suitability requirements before offering or
selling Securities to such investor. The purpose of this Questionnaire is to
assure the Company that each investor will meet the applicable suitability
requirements. The information supplied by you will be used in determining
whether you meet such criteria, and reliance upon the private offering exemption
from registration is based in part on the information herein supplied.
This Questionnaire does not constitute an offer to sell or a solicitation
of an offer to buy any security. Your answers will be kept strictly
confidential. However, by signing this Questionnaire you will be authorizing the
Company to provide a completed copy of this Questionnaire to such parties as the
Company deems appropriate in order to ensure that the offer and sale of the
Securities will not result in a violation of the Securities Act or the
securities laws of any state and that you otherwise satisfy the suitability
standards applicable to purchasers of the Securities. All potential investors
must answer all applicable questions and complete, date and sign this
Questionnaire. Please print or type your responses and attach additional sheets
of paper if necessary to complete your answers to any item.
A. BACKGROUND INFORMATION
Name:
---------------------------------------------------------------------------
Business Address:
---------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number: (____)
-------------------------------------------------------
Residence Address:
--------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number: (____)
-------------------------------------------------------
If an individual:
Age: Citizenship: Where registered to vote:
------ ---------- --------------
If a corporation, partnership, limited liability company, trust or other entity:
Type of entity:
-----------------------------------------------------------------
State of formation: Date of formation:
----------------- -------------------
Social Security or Taxpayer Identification No.
----------------------------------
Send all correspondence to (check one): Residence Address Business Address
--- ---
B-1
B. STATUS AS ACCREDITED INVESTOR
The undersigned is an "accredited investor" as such term is defined in Rule
501(a) of Regulation D under the Securities Act, as at the time of the sale of
the Securities the undersigned falls within one or more of the following
categories (Please initial one or more, as applicable):
(1) a bank as defined in Section 3(a)(2) of the Act, or a savings and loan
- -----
association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; a broker
or dealer registered pursuant to Section 15 of the Securities Exchange Act of
1934, as amended; an insurance company as defined in Section 2(13) of the
Securities Act; an investment company registered under the Investment
Corporation Act of 1940 or a business development company as defined in Section
2(a)(48) of that Act; a Small Business Investment Corporation licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; a plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; an employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with the investment decisions made
solely by persons that are accredited investors;/1/
(2) a business development company as defined in Section 202(a)(22) of the
- -----
Investment Advisers Act of 1940;
(3) an organization described in Section 501(c)(3) of the Internal Revenue
- -----
Code of 1986, as amended, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the Securities
offered, with total assets in excess of $5,000,000;
(4) a natural person whose individual net worth, or joint net worth with
- -----
that person's spouse, at the time of such person's purchase of the Securities
exceeds $1,000,000;
(5) a natural person who had an individual income in excess of $200,000 in
- -----
each of the two most recent years or joint income with that person's spouse in
excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year;
(6) a trust, with total assets in excess of $5,000,000, not formed for the
- -----
specific purpose of acquiring the Securities offered, whose purchase is directed
by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;
and
(7) an entity in which all of the equity owners are accredited investors
- -----
(as defined above).
- ----------
/1 As used in this Questionnaire, the term "net worth" means the excess of
total assets over total liabilities. In computing net worth for the purpose
of subsection (4), the principal residence of the investor must be valued
at cost, including cost of improvements, or at recently appraised value by
an institutional lender making a secured loan, net of encumbrances./
B-2
C. REPRESENTATIONS
The undersigned hereby represents and warrants to the Company as follows:
1. Any purchase of the Securities would be solely for the account of the
undersigned and not for the account of any other person or with a view to any
resale, fractionalization, division, or distribution thereof.
2. The information contained herein is complete and accurate and may be
relied upon by the Company, and the undersigned will notify the Company
immediately of any material change in any of such information occurring prior to
the closing, if any, with respect to the purchase of Securities by the
undersigned or any co-purchaser.
3. There are no suits, pending litigation, or claims against the
undersigned that could materially affect the net worth of the undersigned as
reported in this Questionnaire.
4. The undersigned is aware that the Securities will not be subject to
ready liquidation, and that any Securities purchased by the undersigned would
have to be held during such suspension. The overall commitment of the
undersigned to investments which are not readily marketable is not excessive in
view of the undersigned's net worth and financial circumstances, and any
purchase of the Securities will not cause such commitment to become excessive.
The undersigned is able to bear the economic risk of an investment in the
Securities.
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire this
-----
day of February, 2002, and declares under oath that it is truthful and correct.
Print Name
By:
---------------------------------------------
Signature
Title:
------------------------------------------
(required for any purchaser that is a
corporation, partnership, trust or other
entity)
B-3
EXHIBIT C
EURONET WORLDWIDE, INC.
CERTIFICATE OF SUBSEQUENT SALE
[Name of Transfer Agent]
RE: Sale of Shares of Common Stock of Euronet Worldwide, Inc. (the
"Company") pursuant to the Company's Prospectus dated ,
---------------
2002 (the "Prospectus")
Dear Sir/Madam:
The undersigned hereby certifies, in connection with the sale of
shares of Common Stock of the Company included in the table of Selling
Shareholders in the Prospectus, that the undersigned has sold the Shares
pursuant to the Prospectus and in a manner described under the caption "Plan of
Distribution" in the Prospectus and that such sale complies with all applicable
securities laws, including, without limitation, the Prospectus delivery
requirements of the Securities Act of 1933, as amended.
Selling Shareholder (the beneficial owner):
---------------------------
Record Holder (e.g., if held in name of nominee):
---------------------
Restricted Stock Certificate No.(s):
----------------------------------
Number of Shares Sold:
------------------------------------------------
Date of Sale:
---------------------------------------------------------
In the event that you receive a stock certificate(s) representing more
shares of Common Stock than have been sold by the undersigned, then you should
return to the undersigned a newly issued certificate for such excess shares in
the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you
should place a stop transfer on your records with regard to such certificate.
Very truly yours,
By:
------------------------------------------
Print Name:
----------------------------------
Title:
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Dated:
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cc: Euronet Worldwide, Inc.
4601 College Boulevard, Suite 300
Leawood, Kansas 66211
COMPANY DISCLOSURE SCHEDULE
SECTION 4.1
SUBSIDIARIES OF EURONET WORLDWIDE, INC.
Euronet Services GmbH
Euronet Adminisztracios Szolgaltato Kft.
Bankomat 24/Euronet Sp. zo.o
Euronet Services (UK) Limited
Euronet USA Inc.
SECTION 4.4
ISSUANCES OF WARRANTS
1. Issuance on March 31, 2001 of 100,000 warrants at a strike price of
$4.12 pro rata to the lenders under a certain Revolving Credit
Facility Agreement dated June 28, 2001.
2. Issuance on May 29, 2001 of 160,000 warrants at a strike price of
$5.92 pro rata to the lenders under a certain Revolving Credit
Facility Agreement dated June 28, 2001.
3. Issuance on July 1, 2001 of 100,000 warrants at a strike price of
$6.70 pro rata to the lenders under a certain Revolving Credit
Facility Agreement dated June 28, 2001.