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Securities Purchase Agreement

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Title:

Securities Purchase Agreement

Entities:

Ballistic Recovery Systems Inc.

Date:

2007

Size:

Preview shows 11KB of 93KB total

Price:

$55

ID:

#2904581

► Purchase & Sale ► Purchase ► Stock ► Securities Purchase Agreements
► Capital Goods ► Aerospace

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EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this Agreement) is made as of the 22nd day of June, 2007, by and between Ballistic Recovery Systems, Inc., a Minnesota corporation (the Company), and CIMSA Ingenieria de Sistemas, S.A., a
corporation organized under the laws of Spain (CIMSA).

For and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

1. Purchase and Sale of Securities.

1.1 Sale and Issuance of Securities.

Subject to the terms and conditions of this Agreement, CIMSA agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to CIMSA at the Closing, 1,102,941 shares of common stock, par value $0.01 per share, of the Company (Common Shares) for an aggregate purchase price of US $1,500,000.00 (such number of Common Shares being referred to as the Purchased Shares), together with a common stock purchase warrant, in the form of Exhibit A attached hereto (the Warrant), to purchase up to 275,735 Common Shares (as such number of Common Shares as may be adjusted from time to time in accordance with the terms of the Warrant, the Warrant Shares), exercisable for a period of three-years following the date of issuance, at an exercise price of US $2.00 per Common Share. The Purchased Shares, the Warrant and the Warrant Shares are collectively referred to herein as the Purchased Securities.

1.2 Closing.

(a) Closing. The closing (the Closing) of the purchase and sale of the Purchased Securities shall take place on June 22, 2007 or at such other time as shall be mutually agreed upon between CIMSA and the Company (the actual date on which the Closing occurs being referred to as the Closing Date).

(b) Closing Deliverables.

(i) At the Closing, the Company shall deliver or cause to be delivered to CIMSA (or its designee) the following:

(a) a stock certificate evidencing the Purchased Shares registered in the name of CIMSA (which shall be delivered to CIMSA in care of its legal counsel named in Section 16.8 below);

(b) the Warrant registered in the name of CIMSA duly executed by the Company (which shall be delivered to CIMSA in care of its legal counsel named in Section 16.8 below);

(c) a certificate of the Company signed by the Chief Executive Officer of the Company that (x) each of the representations and warranties of the Company contained in this Agreement that is qualified as to Material Adverse Effect shall be true and correct, and each of the representations and warranties of the Company contained in this Agreement that is not so qualified shall be true and correct in all material respects, in each case as of the date when made and as of the Closing Date as though made on and as of such date and (y) the Company has performed or satisfied and complied in all material respects with all covenants, agreements and conditions required hereby to be performed, satisfied or complied with by it at or prior to the Closing;

(d) copies of each of the following, in each case, certified to be in full force and effect on the Closing Date by the Secretary of the Company:

(1) the Articles of Incorporation of the Company;

(2) a good standing certificate with respect to the Company certified by the Secretary of State of the State of Minnesota as of a date not more than five (5) days prior to the Closing Date;

(3) the By-Laws of the Company; and

(4) resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents (as defined in Section 2.3 below), the issuance and sale of the Purchase Securities, and the reservation of the Warrant Shares issuable upon the exercise of the Warrant.

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