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EXHIBIT C
STOCK PURCHASE AGREEMENT
AGREEMENT MADE AS OF THIS 30TH DAY OF AUGUST, 2000 BY AND BETWEEN CITICORP
VENTURE CAPITAL, LTD. ("CVC"), A CORPORATION ORGANIZED UNDER THE LAWS OF THE
STATE OF NEW YORK, WITH ITS PRINCIPAL OFFICE AT 399 PARK AVENUE, NEW YORK, NEW
YORK AND COURT SQUARE CAPITAL, LTD. ("COURT SQUARE"), A CORPORATION ORGANIZED
UNDER THE LAWS OF THE STATE OF DELAWARE, WITH ITS PRINCIPAL OFFICE AT 399 PARK
AVENUE, NEW YORK, NY.
WHEREAS, CVC IS THE OWNER OF 1,678,910 SHARES OF COMMON STOCK OF ERGO
SCIENCE CORPORATION ("ERGO"), A CORPORATION ORGANIZED UNDER THE LAWS OF THE
STATE OF DELAWARE (THE "SHARES"); AND
WHEREAS, BASED ON THE REPRESENTATIONS, WARRANTIES AND COVENANTS HEREIN
CONTAINED, CVC WISHES TO SELL AND COURT SQUARE DESIRES TO PURCHASE THE SHARES.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES HEREINAFTER
CONTAINED THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF SHARES
1.1 SUBJECT TO THE TERMS AND CONDITIONS HEREOF, COURT SQUARE HEREBY
AGREES TO PURCHASE FROM CVC, AND CVC HEREBY AGREES TO SELL, ASSIGN AND DELIVER
TO COURT SQUARE, THE SHARES FOR A TOTAL PURCHASE PRICE OF US $2,686,256 (THE
"PURCHASE PRICE"), EQUAL TO THE FAIR MARKET VALUE OF THE SHARES ON THE DATE
HEREOF.
1.2 WITHIN 7 DAYS AFTER THE EXECUTION HEREOF (OR SUCH LATER DATE AS
MAY BE AGREED BETWEEN THE PARTIES), CVC SHALL DELIVER TO COURT SQUARE
CERTIFICATES REPRESENTING ALL OF THE SHARES, FULLY ENDORSED OR WITH APPROPRIATE
STOCK POWERS IN FORM SUFFICIENT FOR TRANSFER OF THE SHARES TO COURT SQUARE, IN
ORDER TO EFFECT TRANSFER OF TITLE TO THE SHARES AND COURT SQUARE SHALL DELIVER
TO CVC THE PURCHASE PRICE FOR THE SHARES.
2. REPRESENTATIONS AND WARRANTIES BY CVC
CVC REPRESENTS AND WARRANTS TO COURT SQUARE AS FOLLOWS:
(a) CVC IS A NEW YORK CORPORATION, VALIDLY EXISTING AND IN GOOD
STANDING, WITH ALL NECESSARY POWER AND AUTHORITY TO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT;
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(b) THIS AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED
AND DELIVERED BY CVC AND IS BINDING ON AND ENFORCEABLE AGAINST CVC IN ACCORDANCE
WITH ITS TERMS;
(c) CVC IS THE SOLE AND EXCLUSIVE RECORD AND BENEFICIAL OWNER OF ALL
RIGHT, TITLE AND INTEREST IN AND TO THE SHARES, FREE AND CLEAR OF ALL CLAIMS,
ENCUMBRANCES OF ANY NATURE WHATSOEVER;
(d) UPON THE DELIVERY OF THE SHARES TO COURT SQUARE AGAINST PAYMENT
AS PROVIDED FOR HEREIN, GOOD TITLE TO THE SHARES, FREE AND CLEAR OF ALL SECURITY
INTERESTS, LIENS, CLAIMS, CHARGES, OPTIONS AND ENCUMBRANCES OF EVERY KIND AND
NATURE WHATSOEVER WILL PASS TO COURT SQUARE AND CVC WILL EXECUTE AND DELIVER TO
COURT SQUARE SUCH DOCUMENTS AND TAKE SUCH FURTHER ACTION AS MAY BE REASONABLY
REQUESTED BY COURT SQUARE IN ORDER TO TRANSFER OWNERSHIP OF AND TITLE TO THE
SHARES TO COURT SQUARE; AND
(e) THE SHARES ARE REPRESENTED BY VALIDLY ISSUED, FULLY-PAID SHARE
CERTIFICATES OF ERGO AND THERE ARE NO OUTSTANDING WARRANTS, OPTIONS, OR RIGHTS
TO PURCHASE ANY OF THE SHARES.
3. REPRESENTATIONS AND WARRANTIES BY COURT SQUARE
COURT SQUARE REPRESENTS AND WARRANTS TO CVC AS FOLLOWS:
(a) COURT SQUARE IS A CORPORATION DULY INCORPORATED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE, WITH ALL
NECESSARY CORPORATE POWER AND AUTHORITY TO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT;
(b) THIS AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED
AND DELIVERED BY COURT SQUARE AND IS BINDING ON AND ENFORCEABLE AGAINST COURT
SQUARE IN ACCORDANCE WITH ITS TERMS; AND
(c) COURT SQUARE IS ACQUIRING THE SHARES FOR ITS OWN ACCOUNT FOR
INVESTMENT AND NOT FOR OR WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH ANY
DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS
AMENDED.
(d) COURT SQUARE IS AN "ACCREDITED INVESTOR", AND HAD ACCESS TO ALL
PUBLICLY AVAILABLE INFORMATION CONCERNING ERGO AND HAS THE FINANCIAL
SOPHISTICATION TO EVALUATE THAT INFORMATION.
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4. SURVIVAL OF REPRESENTATIONS
THE PARTIES HERETO EACH AGREE THAT ALL REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THE AGREEMENT, THE TRANSFER AND PAYMENT FOR THE SHARES, AND ANY
INVESTIGATION OR AUDIT MADE BY ANY PARTY HERETO.
5. GENERAL
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF. IT MAY NOT BE ALTERED, AMENDED, OR
SUPPLEMENTED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY BOTH PARTIES. IT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. IT SHALL BE BINDING UPON THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL AND BOTH OF WHICH SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
CITICORP VENTURE CAPITAL, LTD. COURT SQUARE CAPITAL, LTD.
BY: ___________________________ BY:_______________________________
NAME: NAME:
TITLE: TITLE:
