exv10w46



 






EXHIBIT 10.46




SUBSCRIPTION AGREEMENT




     This SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Premier BPO Inc. (formerly known
as En Pointe Global Services, Inc.), a Delaware corporation (the “Company”), with its principal
place of business at The Crusman Building, Suite 300, 55 North First Street, Clarksville, TN 37040,
and the party executing this Agreement on the signature page hereof (the “Investor”), with an
address as set forth on the signature page hereof. Reference is made to the Company’s private
placement (the “Reg. D Offering”) of up to Twelve Thousand (12,000) shares (the “Offered Shares”)
of the Company’s Common Stock, par value $0.01 per shares (the “Common Stock”).



     In consideration for the premises, mutual covenants and agreements hereinafter contained and
for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:




	1.  	THE SUBSCRIPTION





     1.1 Subscription. Investor, intending to be legally bound, hereby irrevocably subscribes for
and agrees to purchase from the Company the number of shares of Common Stock indicated on the
signature page hereof (the “Shares”) at a purchase price of One Hundred Fifty Dollars ($150.00) per
share, on the terms and conditions described herein. Investor is delivering to the Company at or
prior to the “Closing” (as hereinafter defined), two copies of this Agreement, each of which has
been fully completed (including Section 6 or 7, as appropriate) and signed by Investor and which,
upon acceptance of this subscription in whole or in part by the Company, will be signed by the
Company. One fully executed copy of this Agreement will be returned to the Investor.



     1.2 Purchase Price. Payment for the Shares shall be made by wire transfer at or prior to
closing. The Company’s wire instructions are as follows:


Bank:

Routing Number:

Account Number:

Beneficiary:



     1.3 Acceptance or Rejection.



          (a) Investor understands and agrees that this Agreement is not binding upon the Company and
the Company reserves the right to reject any subscription for Shares in whole or in part, in its
sole discretion, at any time prior to acceptance, which shall be evidenced by the Company’s
execution of this Agreement.



          (b) In the event this subscription is rejected (i) This Agreement shall thereafter have no
force or effect, (ii) the Company shall return to Investor the subscription funds paid by




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Investor
to the Company without interest thereon or deduction there from and (iii) Investor shall return to
the Company any and all documentation received from the Company in connection with the Reg. D
Offering.




     1.4. Closings. The closing of the purchase and sale of the Offered Shares (the “Closing”)
shall take place at 10:00 am on or before March 25, 2005 at the Company’s principal place of
business. The Company will provide Investor two (2) business days notice prior to Closing. At the
Closing, subscription proceeds will be delivered to the Company and the Shares will be delivered to
the Investor.



     1.5 Investor Suitability. Offers and sales of the Offered Shares will be made only to
“accredited investors” within the meaning of Rule 501(a) of Regulation D (“Regulation D”)
promulgated under the Securities Act of 1933, as Amended (the “Securities Act”), who have such
knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment therein and who will agree not to sell or offer to sell any of
the Offered Shares for an indefinite period unless such Offered Shares are registered under the
Securities Act and applicable state securities laws or exemptions from such registration
requirements are available. The Company will rely on the representations and warranties of
Investor contained herein in determining whether or not such Investor meets the suitability
requirements.



	2.  	REPRESENTATION AND WARRANTIES OF INVESTOR





     Investor hereby represents and warrants to, and agrees as follows with the Company (and
acknowledges that the Company will rely thereon), as follows:



          (a) Investor is acquiring the Shares for his/her or its own account as principal, not as a
nominee or agent. Further, Investor does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to such person or to any
third person, with respect to any of the Shares. Investor is acquiring the Shares for investment
purposes only, and not with a view to, or for the resale or distribution thereof in whole or in
part.



          (b) Investor has full power and authority to enter into this Agreement and the execution and
delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes
a valid and legally binding obligation of Investor, subject to laws of general application relating
to bankruptcy, insolvency and the relief of debtors and subject to the availability of equitable
remedies.



          (c) Investor acknowledges his, her or its understanding that the Reg. D Offering and sale of
the Offered Shares are intended to be exempt from registration under the Securities Act by virtue
of Section 4(2) of the Securities Act and /or the provisions of Regulation D. In furtherance
thereof, Investor represents and warrants to and agrees with the Company as follows:




     (i) Investor has the financial ability to bear the economic risk of an
investment in the Shares, has adequate means for providing for his, her or its





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current needs and personal contingencies and has no need for liquidity with respect
to his, her or its investment in the Shares;




     (ii) Investor has not relied upon a Purchaser Representative (as defined in
Rule 501(h) promulgated under Regulation D) in connection with evaluating the
purchase of the Shares; and




     (iii) Investor acknowledges that he, she or it has prior investment experience,
including investment in non-listed and non-registered securities, or has employed
the services of an investment advisor, attorney or accountant to read all of the
documents furnished or made available by the Company both to Investor and all other
prospective investors of the Offered Shares and to evaluate the merits and risks of
such an investment on his, her or its behalf, and that Investor recognizes the
highly speculative nature of this investment.




          (d) Investor:




     (i) has been furnished with and has read all documents which may have been made
available upon request for a reasonable time prior to the date hereof and Investor
has carefully evaluated the risks involved in purchasing the Shares;




     (ii) has been provided an opportunity prior to the date hereof to obtain
additional information concerning the Reg. D Offering, the Company and all other
information to the extent the Company possesses such information or can acquire it
without unreasonable effort or expense; and




     (iii) has been given the opportunity to ask questions of, and receive answers
from, the Company or its representatives concerning the terms and conditions of the
Reg. D Offering and other matters pertaining to this investment, and has been given
the opportunity to obtain such additional information
necessary to verify the accuracy of any information which was provided in order
for Investor to evaluate the merits and risk of purchase of the Shares to the extent
the Company possesses such information or can acquire it without unreasonable effort
or expense.




Provided, however, that the foregoing does not limit or modify the representations
and warranties of the Company contained in Section 3 of this Agreement or the right
of the Investor to rely thereon.



          (e) Investor is not relying on the Company or its affiliates with respect to economic
considerations involved in this investment.



          (f) Investor will not sell or otherwise transfer the Shares without registration under the
Securities Act and applicable state securities laws or an exemption there from and fully
understands and agrees that he, she or it must bear the economic risk of his, her or its purchase
because, among other reasons, the Shares have not been registered under the Securities Act or under
the securities laws of any state and, therefore, cannot be resold, pledged, assigned or


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otherwise
disposed of unless registered under the Securities Act and under the applicable securities laws of
such states or an exemption from such registration is available. In particular, Investor is aware
that the Shares are “restricted securities”, as such term is defined in Rule 144 promulgated under
the Securities Act and may not be sold pursuant to Rule 144 unless all of the conditions of such
rule are met. Investor also understands that sales or transfers of the Shares are further
restricted by state securities laws and by the provisions of this Agreement which must be executed
by Investor as a condition precedent to receiving the Shares.




          (g) No representations or warranties have been made to Investor by the Company, or any
officer, employee, agent, affiliate or subsidiary of the Company, other than the representations
and warranties of the Company contained herein, and in subscribing for the Shares Investor is not
relying on any representation and warranty other than those contained herein.



          (h) Any information that Investor has heretofore furnished to the Company with respect to
Investor’s financial position and business experience is correct and complete in all material
respects as of the date of this Agreement and if there should be any material change or correction
to such previously provided information prior to the Closing he, she or it will immediately furnish
such revised or corrected information to the Company.



          (i) Investor understands and agrees that the Shares are restricted on transfer and
certificates representing the Shares will bear a restrictive legend substantially as follows:




THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE
SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF
ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THOSE LAWS. THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL
SUCH APPLICABLE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.




THE SHARES REPRESENTED BY THIS CERTIFICATE (I) ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF
ITS STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AND COPIES OF
WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND (II) MAY
NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR





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DISPOSED OF EXCEPT IN COMPLIANCE
WITH THE TERMS AND CONDITIONS OF THE STOCKHOLDERS AGREEMENT.




THE ISSUER IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS AND TO ISSUE SHARES
IN MORE THAN ONE SERIES OF AT LEAST ONE CLASS. THE ISSUER WILL FURNISH WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.




          (j) Investor, if an individual, is a resident at the address set forth on the signature page,
and is at least 21 years of age, or if a partnership, corporation, trust or other entity formed for
the specific purpose of investing in the Shares, the members, partners, shareholders, beneficiaries
or other equity owners thereof are all citizens of the United States and each is at least 21 years
of age. The address set forth on the signature page is Investor’s correct home address, or if
Investor is other than an individual, Investor’s correct principal office address.



          (k) Investor recognizes that the purchase of the Shares involves a high degree of risk and
that: (i) an investment in the Company is highly speculative and only investors who can afford the
loss of their entire investment should consider investing in the Company and the Offered Shares;
(ii) an investor may not be able to liquidate his, her or its investment; (iii) transferability of
the Shares is restricted; and (iv) in the event of a disposition, Investor could sustain the loss
of his, her or its entire investment.



          (l) If Investor is an organization: (i) Investor has not been organized for the purpose of
subscribing for the Shares; (ii) Investor is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it has been formed; (iii) Investor has the right and
power under its organizational documents to execute, deliver and perform all of its obligations
under this Agreement; (iv) this Agreement has been duly authorized by all necessary actions on the
part of all persons (including Investor’s officers, directors, partners and trustees)
and will not violate any agreement to which Investor is a party; (v) the individual executing and
delivering this Agreement on behalf of Investor has the requisite right, power, capacity and
authority to do so ; and (vi) this Agreement is enforceable against Investor in accordance with its
terms subject to laws of general application relating to bankruptcy, insolvency and relief of
debtors and subject to the availability of equitable remedies.



          (m) Investor has not retained any finder, broker, agent, financial advisor or other
intermediary in connection with the transactions contemplated by this Agreement.



          (n) Investor shall promptly notify the Company in writing of any material change in any of the
representations or warranties set forth in this Agreement prior to the acceptance of this Agreement
by the Company.



          (o) The foregoing representation, warranties and agreements shall survive the Closing.





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     Investor has made the representations, warranties, covenants and agreements contained in this
Agreement with the expectation that they will be relied upon by the Company in determining whether
the Investor is suitable as a purchaser of the Shares, whether the Shares may be sold to Investor
or any other subscriber for Offered Shares without first registering the Offered Shares under the
Securities Act and all applicable state securities laws, whether the conditions to the acceptance
of subscriptions for Offered Shares have been satisfied, and whether proper disclosure regarding
the Reg. D Offering has been made and with respect to other matters. If more than one person is
signing this Agreement, each representation, warranty, covenant and agreement shall be a joint and
several representation, warranty, covenant and agreement of each such person.




	3.  	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.





     The Company hereby represents and warrants to, and agrees as follows with Investor (and
acknowledges that Investor will rely thereon), as follows:



          (a) The Company is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware, and has full corporate power and authority to own and operate
its properties and assets and to carry on its business as presently conducted and as proposed to be
conducted. The Company is duly qualified and authorized to do business, and is in good standing as
a foreign corporation, in each jurisdiction where the nature of its activities and of its
properties (both owned and leased) makes such qualification necessary, except where the failure to
so qualify would not have a material adverse effect upon the business and operations of the
Company.




          (b) The authorized capital stock of the Company, immediately prior to the Closing, will
consist of One Hundred Thousand Shares of Common Stock, $0.01 par value, of which Thirty Nine
Thousand Eight Hundred (39,800) shares are or will be issued and outstanding immediately prior to
the Closing, and One Hundred Thousand shares of Series Preferred Stock, $0.01 par value, of which
Twelve Thousand Three Hundred Forty Seven
(12,347) shares of Series A Convertible Preferred Stock are or will be issued and outstanding
as of the Closing. All issued and outstanding shares of the Company’s capital stock have been duly
authorized and validly issued, and are fully paid and nonassessable. Except as set forth in the
Stockholders Agreement (as defined in Section 5 below) and options issued pursuant to the Company’s
2005 Incentive Stock Plan, there are no outstanding rights of first refusal, preemptive rights or
other rights, options, warrants, conversion rights, or other agreements either directly or
indirectly for the purchase or acquisition from the Company of any shares of its capital stock.




          (c) All corporate action on the part of the Company, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Agreement, and the performance of
all the Company’s obligations hereunder and for the authorization, issuance, sale and delivery of
the Offered Shares have been taken or will be taken prior to the Closing. This Agreement, when
executed and delivered, shall constitute a valid and legally binding obligation of the Company
enforceable in accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and subject to the availability of equitable
remedies.


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          (d) The sale of the Offered Shares is not and will not be subject to any preemptive rights or
rights of first refusal that have not been waived and, when issued, sold and delivered in
compliance with the provisions of this Agreement, the Offered Shares will be validly issued, fully
paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the
Offered Shares may be subject to restrictions on transfer under (i) the Stockholders Agreement and
(ii) state and/or federal securities laws as set forth herein or as otherwise required by such laws
at the time a transfer is proposed.




          (e) The Company has good and marketable title to its properties and assets, and good title to
all its leasehold estates, in each case free of all mortgages, pledges, liens, loans, leases,
encumbrances, or charges, other than (a) liens resulting from taxes which have not yet become
delinquent, or (b) liens, encumbrances, or defects of title which do not, individually or in the
aggregate, materially detract from the value of the property subject thereto or impair the
Company’s ownership or use of such property or assets. With respect to property it leases, the
Company is in material compliance with such leases.




          (f) The Company is not in violation or default of any term or provision of its Amended and
Restated Certificate of Incorporation or Bylaws and is not in material violation or default of any
mortgage, indenture, material agreement, instrument, judgment, decree or order to which it is a
party or by which it is bound or, to its knowledge, any statute, rule or regulation applicable to
the Company. The execution, delivery, and performance of and compliance with this Agreement, and
the issuance and sale of the Offered Shares pursuant hereto, will not result in any violation of
any term of the Amended and Restated Certificate of Incorporation or Bylaws of the Company, or any
mortgage, indenture, material agreement, instrument, judgment, decree or order, or be in conflict
with or constitute a default under any such term, or result in the creation of any mortgage,
pledge, lien, encumbrance, or charge upon any of the properties or assets of the Company; and there
is no term of the Amended and Restated Certificate of Incorporation or Bylaws of the Company or any
mortgage, indenture, agreement, instrument, judgment, decree or order which materially adversely
affects, or, so far as the Company may now reasonably foresee, in the future will materially
adversely affect the business, prospects,
conditions, affairs, or operations of the Company (financially or otherwise), or any of its
properties or assets.




          (g) There are no actions, suits, proceedings, or investigations before any court, or
administrative agency pending or, to the Company’s knowledge, currently threatened against or with
respect to the Company (or any basis therefore known to the Company), which question the validity
of this Agreement, or any action taken or to be taken in connection herewith or therewith, or
which, either individually or in the aggregate, might result in a material adverse change in the
business, prospects, conditions, affairs, or operations of the Company (financially or otherwise),
or in any of its properties or assets, or in any material impairment of the right or ability of the
Company to carry on its business as now conducted or as proposed to be conducted, or in any
material liability on the part of the Company, or is the Company aware that there is a basis for
any of the foregoing. The foregoing includes, without limitation, actions pending or threatened
(or any basis therefore known to the Company) involving the prior employment of any of the
Company’s employees or former employees, their use in connection with the Company’s business of any
information or techniques allegedly proprietary to any of their former employers, or their
obligations under any agreements with prior employers. The


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Company is not a party or subject to,
and none of its assets are bound by, the provisions of any order, writ, injunction, judgment, or
decree of any court or governmental agency or instrumentality. There is no action, suit,
proceeding, or investigation by the Company currently pending or that the Company intends to
initiate.





          (h) The Company has filed all tax returns and reports as required by law. These returns and
reports are true and correct in all material respects. The Company has paid all taxes and other
assessments due. The Company has not elected to be treated as a collapsible corporation pursuant
to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to
the Code (other than elections that relate solely to methods of accounting, depreciation or
amortization) that would have a material effect on the Company, its financial condition, its
business as presently conducted or proposed to be conducted or any of its properties or material
assets. The Company has never had any tax deficiency proposed or assessed against it and has not
executed any waiver of any statute of limitations on the assessment or collection of any tax or
governmental charge. None of the Company’s federal income tax returns and none of its state income
or franchise tax or sales or use tax returns have ever been audited by governmental authorities.
The Company has withheld or collected from each payment made to each of its employees, the amount
of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution
Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected there from,
and has paid the same to the proper tax authorities or authorized depositaries.




          (i) All consents, approvals, orders, or authorizations of, or registrations, qualifications,
designations, declarations, or filings with, any governmental authority, required on the part of
the Company in connection with the valid execution and delivery of this Agreement and the offer,
sale or issuance of the Offered Shares, or the consummation of any other transaction contemplated
hereby have been obtained, or will be effective at the Closing, except for notices required or
permitted to be filed with certain state and federal securities commissions after the Closing,
which notices will be filed on a timely basis.




          (j) Assuming the accuracy of the representations and warranties of both the Investor contained
in this Agreement and of other purchasers of the Offered Shares, the offer, issue, and sale of the
Offered Shares are and will be exempt from the registration and prospectus delivery requirements of
the Securities Act and have been registered or qualified (or are exempt from registration and
qualification) under the registration, permit, or qualification requirements of all applicable
state securities laws.




          (k) The Company has all operating authority, licenses, franchises, permits, certificates,
consents, rights and privileges (collectively “Licenses”) as are necessary or appropriate to the
operation of its business as now conducted and as proposed to be conducted, except for such
Licenses, the absence of which would not have a material adverse effect on the Company. Such
Licenses are in full force and effect, no violations have been or are expected to have been
recorded in respect of any such Licenses, and no proceeding is pending or, to the knowledge of the
Company, threatened that could result in the revocation or limitation of any of such Licenses. The
Company has conducted its business so as to comply in all material respects with all such Licenses.



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          (l) The Company has sufficient right, title and interest in and to all proprietary rights
necessary for its business as now conducted, without any known conflict or infringement of the
rights of others. The Company has not received any communications alleging that the Company has
violated or, by conducting its business as proposed, would violate any of the patents, trademarks,
service marks, trade names, or other proprietary rights of any other person or entity, nor does the
Company have reason to believe that it has violated or, by conducting its business as proposed,
would violate any of the patents, trademarks, service marks, trade names, or other proprietary
rights of any person or entity.




          (m) The Company has not retained any finder, broker, agent, financial advisor or other
intermediary in connection with the transactions contemplated by this Agreement.





	4.  	INDEMNIFICATION





          (a) Investor hereby agrees to indemnify the Company and its affiliates, directors, officers,
controlling persons, employees, counsel, accountants and representatives from and against any and
all losses, damages, claims, liabilities, costs and expenses (including, but not limited to,
reasonable attorneys’ fees and expenses and any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or threaten or any claim
whatsoever) arising out of or based upon any breach of any representation, warranty, covenant or
agreement made by Investor herein or in any other document furnished by Investor to any of the
foregoing in connection with the transactions contemplated hereby.




          (b) The Company hereby agrees to indemnify Investor and its affiliates, directors, officers,
controlling persons, employees, counsel, accountants and representatives from and against any and
all losses, damages, claims, liabilities, costs and expenses (including, but not limited to,
reasonable attorneys’ fees and expenses and any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or threaten or any claim
whatsoever) arising out of or based upon any breach of any representation, warranty, covenant or
agreement made by the Company herein or any other document furnished
by the Company to any of the foregoing in connection with the transactions contemplated hereby.





	5.  	STOCKHOLDERS AGREEMENT





     Upon receipt of any Shares, Investor acknowledges and agrees that he, she or it shall
immediately be deemed a party to that certain Stockholders Agreement, dated as of October 15, 2003,
by and among the Company and the other parties thereto, as such agreement may be hereafter amended
(the “Stockholders Agreement”). Investor will, promptly upon request by the Company, execute and
deliver a Joinder Agreement in the form attached hereto as Annex A acknowledging that such Investor
is a party to the Stockholders Agreement with the rights and obligations appurtenant thereto, and
such other documents and instruments as are reasonably requested by the Company and its counsel to
ensure compliance with applicable law and regulation and to otherwise effect the purposes of the
Stockholders Agreement.





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	6.  	INVESTMENT SUITABILITY (INDIVIDUALS)





     Attention: This Section 6 should be completed only by individuals.
 


     Investor represents and warrants that he or she meets the suitability standard(s) checked
below with respect to his or her qualification as an “accredited investor”. PLEASE CHECK BELOW
WHICH SUITABILITY STANDARD(S) ARE MET.



	 	 	 
	___(a)

	 	Investor’s net worth or joint net worth with Investor’s spouse
at the time of his or her purchase exceeds $1,000,000.
	 
	 	 
	___(b)

	 	Investor has had income in excess of $200,000 in each of the two
most recent years or joint income with Investor’s spouse in
excess of $300,000 in each of those years and who has a
reasonable expectation of reaching the same level of income in
the current year.
	 
	 	 
	___(c)

	 	Investor is a director or executive officer of the Company.







	7.  	INVESTMENT SUITABILITY (ENTITIES)





     Attention: This Section 7 should only be completed by entities.



Investor represents and warrants that it meets the suitability standard(s) checked below with
respect to its qualification as an “accredited investor”. PLEASE CHECK BELOW WHICH SUITABILITY
STANDARD(S) ARE MET.




	 	 	 
	___(a)

	 	Investor is a corporation or partnership, an organization
described in Section 501(c)(3) of the U.S. Internal Revenue Code
(pertaining to non-profit organizations) or Massachusetts or
similar business trust, not formed for the specific purpose of
acquiring the Shares, with total assets in excess of $5,000,000.
	 
	 	 
	___(b)

	 	Investor is a trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the Shares,
whose purchase is directed by a sophisticated person within the
meaning of Rule 506(b)(2)(ii) promulgated under the Securities
Act.
	 
	 	 
	___(c)

	 	Investor is an entity in which all the equity owners qualify as
“accredited investors” under Section 6 of this Agreement or the
other provisions of this Section 7.
	 
	 	 
	___(d)

	 	Investor is: (i) a bank as defined in Section 3(a)(2) of the
Securities Act, or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) the Security Act,
whether acting in its individual or fiduciary capacity; (ii) a
broker or dealer registered pursuant to Section 15 of the
Security and Exchange Act of 1934, as amended; (iii) an
insurance company as defined in Section 2(13) of the Securities
Act; (iv) an investment company registered under the Investment
Company Act of 1940 or any business development company as
defined in







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	 	Section 2(a)(48) of the Securities Act; (v) a Small
Business Investment Company licensed by the U.S. Small Business
Administration under Section 301 (c) or (d) of the Small
Business Investment Act of 1958; (vi) 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 benefits of its employees, if such plan has total assets in
excess of $5,000,000; or (vii) an employee benefit plan within
the meaning of Title 1 of the Employee Retirement Income
Security Act of 1974, as amended, 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 advisor, or if the
employee benefit plan has total assets in excess of $5,000,000
or, if a self directed plan, with investment decisions made
solely by persons that are accredited investors.

	 
	 	 
	___(e)

	 	
Investor is a private business development company as defined in
Section 202(a)(22) of the Investment Advisors Act of 1940.









	8.  	MISCELLANEOUS





     8.1 Notices. Any notice, demand or other communication given hereunder shall be deemed
sufficient if in writing and (a) sent by registered or certified mail, postage pre-paid, return
receipt requested, addressed to the Company, at its address set forth above or such other address
as Investor shall have received written notice by the Company and to Investor at his, her or its
address indicated on the signature page of this Agreement or such other address as the Company
shall have received written notice by Investor or (b) delivered personally to such address.
Notices, if mailed, shall be deemed given on the earlier of actual receipt, refusal to accept
delivery or three (3) business days after mailing, except notices of change of address, which shall
be deemed to have been given when received, and if delivered by hand, shall be deemed to have been
given upon delivery.



     8.2 Governing Law. Notwithstanding the place where this Agreement may be executed by the
parties hereto, the parties expressly agree that all of the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the State of Delaware,
without regard to its conflict of law, rules and principles.



     8.3 Counterparts. This Agreement may be executed in counterparts. Upon execution and delivery
of this Agreement by Investor, this Agreement shall become a binding obligation of Investor with
respect to the purchase of the Shares as herein provided and shall become binding on Investor and
the Company in all respects upon execution and delivery by the Company.



     8.4 Severability. The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect.



     8.5 Waiver. It is agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same
party.





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     8.6 Further Assurances. The parties agree to execute and deliver all such further documents,
agreements and instruments and to take such other and further actions as may be necessary or
appropriate to carry out the purpose and intent of this Agreement.



     8.7 Modification. Neither this Agreement nor any provisions hereof shall be waived, modified,
discharged or terminated except by an instrument in writing signed by the party against whom any
waiver, modification, discharge or termination is sought.



     8.8 Third Party Beneficiary. Except as specifically set forth or referred to herein, nothing
herein expressed or implied is intended or shall be construed to confer upon or given to any
person, partnership, corporation, trust or other entity other than the parties hereto and their
affiliates, successors or permitted assigns, any rights or remedies under or by reason of this
Agreement.



     8.9 Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon
and inure to the benefit of the parties and their heirs, executors, administrators, successors,
legal representatives and assigns. If Investor is more than one person, the obligation of Investor
shall be joint and several and the agreements, representations, warranties and acknowledgements
herein contained shall be deemed to be made by and be binding upon each such person and his or her
heirs, executors, administrators, successors and legal representatives



     8.10 Entire Agreement. This instrument contains the entire agreement, and supersedes any
prior communications, understanding or agreements, of the parties with respect to the subject
matter hereof.



     8.11 Assignability. This Agreement is not transferable or assignable by Investor.



     8.12 Survival. The representations, warranties, covenants and agreements made herein shall
survive any investigation made by either the Company or the Investor and the closing of the
transactions contemplated hereby, and shall in no way be affected by any
investigation made by or on behalf of Investor or the Company. All statements as to factual
matters contained in any certificate or other instrument delivered by or on behalf of the Investor
or the Company pursuant hereto or in connection with the transactions contemplated hereby shall be
deemed to be representations and warranties by the Investor or the Company as applicable hereunder
as of the date of such certificate or instrument.



REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK





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SIGNATURE PAGE – INDIVIDUALS ONLY

(ORGANIZATIONS MUST USE PAGE 14)




	 	 	 	 	 	 	 
	


	 	 	 	 	 	 
	Name(s) of Investor(s) (Please Print)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	


	 	 	 	 	 	 
	Signature of Investor
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	


	 	 	 	 	 	 
	Signature of Joint Investor (if any)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Number Of Shares subscribed for:
	 	 	 	 	 	 
	 	 	 
	Aggregate Purchase Price:

	 	$	 	 	 	 
	 	 	 
	Date:
	 	 	 	 	 	 
	 	 	 





Home Address(es) (Include Street, City, State and Zip Code):




	 	 	 
	


	 	 
	 
	 	 
	


	 	 






	 	 	 	 	 
	Home Telephone Number(s)(Include Are Code):
	 	 	 	 
	 	 	 
	Business Telephone Number(s) (Include Are Code);
	 	 	 	 
	 	 	 
	Facsimile Number(s) (Include Are Code):
	 	 	 	 
	 	 	 
	Social Security Number(s):
	 	 	 	 
	 	 	 





Send Correspondence to (Check one):                              Home(s)                    Other Address(es)                    




	 	 	 
	


	 	 
	 
	 	 
	


	 	 






If the shares are to be held in an individual or other retirement account of Investor,
please provide the following information:




	 	 	 	 	 
	Account Name:
	 	 	 	 
	 	 	 
	Name of Trustee:
	 	 	 	 
	 	 	 
	Trustee’s Address:
	 	 	 	 
	 	 	 





Name of Authorized Representative of Trustee Who May Be Contacted:





	 	 	 	 	 
	 
	Trustee’s Telephone Number (Include Area Code):
	 	 	 	 
	 	 	 





NOTE: All Subscribers must complete Section 6 or 7, as appropriate




			
	
	 	 
	 





	 	 	 	 	 	 	 
	ACCEPTED:

	 	PREMIER BPO, INC.
	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	 
	

	 	Name:	 	 	 	 
	 	 	 	 	 
	

	 	Title:	 	 	 	 
	 	 	 	 	 
	

	 	Date:	 	 	 	 
	 	 	 	 	 







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March 2005
















 








SIGNATURE PAGE – ORGANIZATIONS ONLY

(INDIVIDUALS MUST USE PAGE 13)




En Pointe Technologies, Inc.




	 	 	 
	


	 	 
	Name(s) of Investor(s) (Please Print)
	 	 
	 
	 	 
	/s/ Javed Latif          (CFO)
	 	 
	


	 	 
	Signature of Authorized Representative of Investor
	 	 






	 	 	 
	Number Of Shares subscribed for:
	 	1,666
	 
	Aggregate Purchase Price:
	 	$249,900
	 
	Date:
	 	March 18, 2005





Type of Organization (e.g. Corporation, Trust, Limited Liability Company, General
Partnership, Other):




			
	                              Corporation
	 	 
	 





	 	 	 
	Date of Formation:
	 	January 1993
	Country and State of Formation:
	 	Delaware
	Federal Tax ID Number:
	 	75-2467002
	Type of Business:
	 	IT products and services




 

Address of Principle Office (Include Street, City, State and Zip Code):




	 	 	 
	100 North Sepulveda Boulevard, 19th Floor
	 	 
	

	 	 
	El Segundo, California 90245
	 	 
	

	 	 






	 	 	 
	Business Telephone Number(s) (Include Area Code);
	 	(310) 725-5200
	Facsimile Number(s) (Include Area Code):
	 	(310) 725-1192





List any Other Person(s) Who Should Receive Copies of Correspondence Sent to the
Organization (if any):




	 	 	 	 	 
	Name:

	 	Marc G. Alcser, Esq.	 	 
	 	 	 
	Address:

	 	c/o Stradling Yocca Carlson & Rauth	 	 
	

	 	660 Newport Center Drive, Suite 1600	 	 
	

	 	Newport Beach, California 92660	 	 





NOTE: All Subscribers must complete Section 6 or 7, as appropriate




			
	
	 	 
	 





	 	 	 	 	 	 	 
	ACCEPTED:	 	PREMIER BPO, INC.
	

	 	By:
	 	/s/ Mark Briggs	 	 
	 	 	 	 	 
	

	 	Name:
	 	Mark Briggs	 	 
	

	 	Title:
	 	Chairman & CEO	 	 
	

	 	Date:
	 	March 18, 2005	 	 








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ANNEX A




JOINDER AGREEMENT




March 18, 2005




     Reference is made to that certain Stockholders Agreement dated as of October 15, 2003, a copy
of which is attached hereto (as amended and in effect from time to time, the “Stockholders
Agreement”), among En Pointe Global Services, Inc., a Delaware corporation (the
“Corporation”) and the securityholders thereof.



     The undersigned, in order to become the owner or holder of the shares of common stock, $.01
par value per share (the “Common Stock”) of the Corporation, by virtue of the issuance
and/or the transfer by the Corporation of the shares of Common Stock to the undersigned, hereby
agrees that by the execution hereof, the undersigned is a party to the Stockholders Agreement
subject to all of the rights, restrictions, conditions and obligations applicable to the
Stockholders (as such term is defined in the Stockholders Agreement) as set forth in the
Stockholders Agreement. This Joinder Agreement shall take effect and shall become a part of the
Stockholders Agreement as of the date first written above (or, if earlier, the effective date of
the relevant issuance or transfer of the shares of Common Stock to the undersigned).



	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	/s/ Javed Latif
	

	 	 	 	 





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March 2005