Exhibit 10.43


COMMON
STOCK PURCHASE AGREEMENT


THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of
November 29, 2005, among The SCO Group, Inc.,
a Delaware corporation (the “Company”), and the several purchasers named
on the signature pages hereto (individually a “Purchaser” and collectively, the
“Purchasers”).


Recital


The Company desires to issue and sell to Purchasers,
and Purchasers desire to purchase from the Company, an aggregate of up to
2,852,449 shares (the “Shares”) of Common Stock, $0.001 par value per share
(the “Common Stock”) at a price of $3.92 per Share for Mr. Darcy G. Mott and at
a price of $3.50 per Share for the remaining Purchasers (the “Per Share
Purchase Price”), and upon and subject to the terms and conditions of this
Agreement.


Agreement


The Company and each Purchaser, severally and not
jointly, agrees as follows:


1.             Purchase of Company Securities. 
Subject to the terms and conditions of this Agreement, the Company will
issue and sell to each Purchaser, and each Purchaser, severally and not
jointly, will purchase from the Company the number of Shares set forth on the
signature page for each Purchaser at the aggregate purchase price set forth on
the signature page for each purchaser (the “Purchase Price”).


2.             Closing Matters.


2.1          The Closing. 
The closing (the “Closing”) of the purchase and sale of the Shares (the “Offering”)
will take place at the offices of Dorsey & Whitney LLP, at 10:00 A.M.,
Mountain Time, on November 30, 2005.  The
Closing may take place at another time, place or earlier date as is mutually
agreed upon by the Company and Purchasers. 
The date of the Closing is referred to as the “Closing Date.”  At the Closing, the Company will cause the
transfer agent to issue and to deliver to each Purchaser stock certificates
representing the Shares purchased by the Purchaser, against payment of each
Purchaser’s Purchase Price by wire transfer of immediately available United
States funds payable to the Company’s account pursuant to the wire transfer
instructions set forth on Exhibit A.  The Shares will be registered in each
Purchaser’s name or the name of the nominee of each Purchaser pursuant to
instructions delivered to the Company not less than two business days prior to
the Closing Date, and certificates that are not delivered prior to Closing will
be delivered to Purchasers within 3 business days after the Closing Date.


3.             Conditions to the Obligations of
Purchasers at Closing.  The obligation of each
Purchaser to purchase and pay for the Shares at Closing is subject to the
satisfaction on or prior to the Closing Date of the following conditions, each
of which may be waived by that Purchaser:


 





















 


3.1          Representations and
Warranties.  The representations and warranties of the
Company contained in Section 6 must
be true and correct in all material respects on and as of the Closing Date
except to the extent that the representations and warranties relate to an
earlier date in which case the representations and warranties must be true and
correct in all material respects on and as of such earlier date.


3.2          Performance of
Covenants.  The Company will have performed or complied
in all material respects with all covenants and agreements required to be
performed by it on or prior to the Closing pursuant to this Agreement.


3.3          No Injunctions; etc. 
No court or governmental injunction, order or decree prohibiting the
purchase and sale of the Shares will be in effect.  There will not be in effect any law, rule or
regulation prohibiting or restricting the sale or requiring any consent or
approval of any person that has not been obtained which prohibits the
consummation of any of the transactions contemplated by this Agreement.


3.4          Closing Documents. 
The Company will have delivered to each Purchaser the following:


(a)           a
certificate of the Secretary of the Company, dated as of the Closing Date,
certifying (i) the attached are true and complete copies of the Certificate of
Incorporation and Bylaws of the Company, as in effect on the date of such
certification; (ii) the attached are true and complete copies of the
resolutions of the Board of Directors of the Company or a committee of the
Board of Directors, if applicable, authorizing the execution, delivery and
performance of this Agreement as in effect on the date of such certification;
and (iii) as to the incumbency and specimen signature of each officer of the
Company executing this Agreement and any other document delivered by it in
connection herewith (such certificate to contain a certification by another
officer of the Company as to the incumbency and signature of the officer
signing the certificate referred to herein).


(b)           certificates
of the Secretary of State of the State of Delaware and Utah Department of
Commerce, Division of Corporations and Commercial Code, dated a recent date, to
the effect that the Company is in good standing in the States of Delaware and
Utah.


3.5          Waivers and Consents. 
The Company will have obtained all consents and waivers, if any,
necessary to execute and deliver this Agreement and all related documents and
agreements and to issue and deliver the Shares, and all consents and waivers
will be in full force and effect.


4.             Conditions to the Obligations of the
Company at Closing.  The obligation of the Company to issue and
sell the Shares to a Purchaser at Closing is subject to the satisfaction on or
prior to the Closing Date of the following conditions, each of which may be
waived by the Company:


4.1          Representations and
Warranties.  The representations and warranties of such
Purchaser contained in this Agreement must be true and correct in all material
respects on and as of the Closing Date.


 


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4.2          No Injunctions. 
No court or governmental injunction, order or decree prohibiting the
purchase or sale of the Shares will be in effect.


4.3          Waivers and Consents. 
The Company will have obtained all consents and waivers necessary, if
any, to execute and deliver this Agreement and all related documents and
agreements and to issue and deliver the Shares, and all consents and waivers
will be in full force and effect.  In
particular, the Company shall have no obligation to sell any Shares to any
Purchaser hereunder if all Purchasers do not purchase the Shares they are to
purchase hereunder.


4.4          Board of Director
Approval.  The Board of Directors of the Company, or a
committee of the Board of Directors, if applicable, shall have approved the
Offering and the transactions contemplated herein.


4.5          Compliance with Laws. 
The parties shall have complied in all respects with (i) all federal
securities laws or other laws of the United States or any applicable state
laws, and (ii) the rules of The Nasdaq Stock Market.


5.             Representations and Warranties of
Purchasers.  Each Purchaser, severally and not jointly,
represents and warrants to the Company that:


5.1          Organization. 
Purchaser, if not a natural person, is duly organized and validly
existing and in good standing under the laws of the state of its organization.


5.2          Authority, etc. 
Purchaser has the power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.  The execution and delivery by Purchaser of
this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary corporate or other action on the
part of Purchaser.  This Agreement
constitutes a legal, valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies, and to limitations of public policy.


5.3          No Conflict. 
The execution and delivery by Purchaser of this Agreement and the
consummation of the transactions contemplated hereby will not (i) result in the
violation of any provision of the organizational documents of Purchaser, (ii)
result in any material violation of any law, statute, rule, regulation, order,
writ, injunction, judgment or decree of any court or governmental authority to
or by which the Purchaser is bound, or (iii) conflict with, or result in a
breach or violation of, any of the terms or provisions of, or constitute (with
due notice or lapse of time or both) a default under, any material lease, loan
agreement, mortgage, security agreement, trust indenture or other agreement to
which Purchaser is a party or by which it is bound or to which any of its
properties or assets is subject (except for such breaches, violations and
defaults as would not, individually or in the aggregate, have a material
adverse effect on Purchaser), nor result in the creation or imposition of any
liens, adverse claims or encumbrances (collectively, “Liens”) upon any of the
properties or assets of Purchaser.


5.4          Accredited Investor. 
Purchaser is an “accredited investor” as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).  Purchaser is acquiring the Shares for its own
account and not with a present view to, or for sale 


 


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in
connection with, any distribution thereof in violation of the registration
requirements of the Securities Act.


5.5          Access to Information. 
Purchaser acknowledges that it has been afforded (i) the opportunity to
ask the questions it deemed necessary of, and to receive answers from,
representatives of the Company concerning the Company and the terms and
conditions of the Offering; and (ii) the opportunity to request such additional
information concerning the Company as the Company possesses or can acquire
without unreasonable effort or expense.  Purchaser has
been provided a copy of each SEC Document (as defined in Section 6.4(b) below), if any, that
Purchaser has requested from the Company (or has otherwise obtained copies of
the SEC Documents).  Purchaser
understands that its investment in the Shares involves a high degree of risk,
and Purchaser understands the risks and uncertainties associated with the Company
and the Shares. Purchaser understands that the market price of the Common Stock
is volatile and that the Company makes no representation as to the future value
of the Common Stock.


5.6          No General Solicitation. 
Purchaser is not purchasing the Shares as a result of any advertisement,
article, notice or other communication published in a newspaper or magazine or
similar media or broadcast over television or radio, whether closed circuit, or
generally available, or any seminar, meeting or other conference whose
attendees were invited by any general solicitation or general advertising.


5.7          Restricted Securities. 
Purchaser understands that the Shares may be considered “restricted
securities” under the federal securities law inasmuch as they are being
acquired from the Company in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may not be
sold, transferred or otherwise disposed of without registration under the
Securities Act and any applicable state securities laws, or the availability of
exemptions from registration thereunder, and that in the absence of an
effective registration statement covering the Shares or available exemptions
from registration, the Shares must be held indefinitely.


5.8          Further Limitation on
Disposition.  Without in any way limiting the
representations set forth above, Purchaser further represents that, in the
absence of an effective registration statement covering the Shares, it will not
sell, transfer or otherwise dispose of the Shares unless Purchaser shall have
notified the Company of the proposed disposition and shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration of such shares under the
Securities Act.


5.9          Legend. 
All certificates evidencing the Shares shall bear the following legend
until such time as the Shares are sold pursuant to an effective registration
statement or in compliance with Rule 144.


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY
OTHER JURISDICTION.  THE SECURITIES
REPRESENTED 


 


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HEREBY MAY NOT BE OFFERED, SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE
LAWS.


5.10        No Brokers or
Finders.  Except for amounts payable by the Company to Syntax
Partners, LLC, no agent, broker, investment banker or other firm or person is
or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any
of the transactions contemplated by this Agreement.


5.11        Individual
Participation.  Purchaser is participating in the Offering
and purchasing the Shares individually without consulting with any other
Purchasers.  Purchaser is not acting
together with the other Purchasers to acquire, hold, vote or dispose of the
Shares.


6.            Representations and
Warranties of the Company.  The Company
represents and warrants to each Purchaser that, except as set forth in the
Company’s Disclosure Schedule attached hereto as Exhibit B, as of the date hereof and the Closing Date:


6.1          Organization, Good
Standing and Qualification; Subsidiaries.  The Company is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  The Company
has full corporate power and authority to own and hold its properties and to
conduct its business.  The Company is
duly licensed or qualified to do business, and in good standing, in each
jurisdiction in which the nature of its business requires licensing,
qualification or good standing, except for any failure to be so licensed or
qualified or in good standing that would not, individually or in the aggregate,
have a material adverse effect on the Company or its business, properties,
results of operations, assets, financial condition, or on its ability to
perform its obligations under this Agreement (a “Material Adverse Effect”).  Except as set forth in the SEC Documents, the
Company has no subsidiary corporations or entities.


6.2          Capitalization. 
As of the date hereof, the authorized capital stock of the Company
consists of 45,000,000 shares of Common Stock, $0.001 par value per share, and
5,000,000 shares of Preferred Stock, $0.001 par value per share.  As of October 31, 2005, (i) 18,330,811
shares of Common Stock were issued and outstanding, (ii) no shares of
Preferred Stock were issued or outstanding, (iii) 235,000 shares of Common
Stock were reserved for issuance upon exercise of outstanding warrants issued
by the Company, and (iv) 1,537,250
shares of Common Stock were reserved for issuance upon exercise of options or
purchase rights issued or issuable under the Company’s 1998 Stock Option Plan,
1999 Omnibus Stock Incentive Plan, 2000 Employee Stock Purchase Plan, 2002
Omnibus Stock Incentive Plan and 2004 Omnibus Stock Incentive Plan
(collectively, the “Plans”).  As of
October 31, 2005, there were outstanding options under the Plans to purchase
3,824,122 shares of Common Stock.  All
the outstanding shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable and were not issued in violation
of, or subject to any preemptive, subscription or other similar rights of any
shareholder of the Company.  Except as
set forth in this Section 6.2,
there are no other options, warrants or other rights, convertible debt,
agreements, arrangements or commitments of any character obligating the Company
to issue or sell any shares of capital stock of or other equity interests in
the Company.  The Company is not 


 


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obligated
to retire, redeem, repurchase or otherwise reacquire any of its capital stock
or other securities.


6.3          Corporate Power,
Authorization; Enforceability.  The Company
has full corporate power and authority to execute, deliver and enter into this
Agreement and to consummate the transactions contemplated hereby.  All action on the part of the Company, its
directors or shareholders necessary for the authorization, execution, delivery
and performance of this Agreement by the Company, the authorization, sale,
issuance and delivery of the Shares contemplated hereby and the performance of
the Company’s obligations hereunder has been taken.  The Shares to be purchased on the Closing
Date have been duly authorized and, when issued in accordance with this
Agreement, will be validly issued, fully paid and nonassessable and will be
free and clear of all Liens imposed by or through the Company and will not be
subject to any preemptive rights or other similar rights of shareholders of the
Company, and the Purchaser will acquire good and marketable title to the
Shares.  This Agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy.


6.4          Financial Statements and
SEC Documents.


(a)           Included
in the Company’s Form 10-K for the year ended October 31, 2004, are true
and complete copies of the audited balance sheet (the “Balance Sheet”) of the
Company as of October 31, 2004, and the related audited statements of
operations, shareholders’ equity and cash flows for the years ended October 31,
2004 and 2003 (the “Audited Financial Statements”), accompanied by the report
of KPMG LLP with respect to the year ended October 31, 2004.  The Company’s Quarterly Reports on Form 10-Q
for the quarters ended January 31, 2005, April 30, 2005 and July 31, 2005 are
available to each Purchaser on the Securities and Exchange Commission’s (the “SEC”)
EDGAR System.  Included in the Quarterly
Reports are the requisite unaudited balance sheets of the Company and the
related unaudited statements of income and statements of cash flows (the “Unaudited
Financial Statements,” and together with the “Audited Financial Statements,”
the “Financial Statements”).  The
Financial Statements have been prepared in accordance with generally accepted
accounting principles, applied consistently with the past practices of the
Company (except as may be indicated in the notes thereto), and as of their
respective dates, fairly present, in all material respects, the financial
position of the Company and the results of its operations as of the time and
for the periods indicated therein.


(b)           A
copy of each report, schedule, effective registration statement and definitive
proxy statement filed by the Company with the SEC since October 31, 2003 (as
the documents may have been amended since the time of their filing, the “SEC
Documents”), has also been made available to each Purchaser via the SEC’s EDGAR
System.  The Company has provided to each
Purchaser who has requested the same a true and complete copy of each SEC
Document that the Company filed since October 31, 2003.  The SEC Documents, as amended, did not
contain any untrue statement of a material fact or omitted to state any 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.  As of their respective filing dates,


 


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the financial
statements of the Company included in the SEC Documents, as amended, complied
as to form in all material respects with then applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto, were prepared in accordance with generally accepted accounting
principles, applied consistently with the past practices of the Company, and as
of their respective dates, fairly presented in all material respects the
financial position of the Company and the results of its operations as of the
time and for the periods indicated therein (except as may be indicated in the
notes thereto or, in the case of the unaudited statements, as permitted by Form
10-Q and Regulations S-K and S-X of the SEC).


6.5          No Material Adverse Effect. 
Since October 31, 2004, except as disclosed in the SEC Documents filed
subsequent to that date, there has not been a Material Adverse Effect.


6.6          Absence of Certain
Developments.  Except as described in or contemplated by
this Agreement or the SEC Documents, since October 31, 2004, through the
Closing Date, the Company has not (a) borrowed any amount or incurred or become
subject to any liabilities, other than current liabilities incurred in the
ordinary course of business and liabilities under contracts entered into in the
ordinary course of business; (b) discharged or satisfied any lien or adverse
claim or paid any obligation or liability, other than current liabilities shown
on the Balance Sheet and current liabilities incurred in the ordinary course of
business; (c) declared or made any payment or distribution of cash or other
property to the shareholders of the Company or purchased or redeemed any
securities of the Company; (d) mortgaged, pledged or subjected to any lien or
adverse claim any of its properties or assets, except for liens for taxes not
yet due and payable or otherwise in the ordinary course of business or that
have not resulted in a Material Adverse Effect; (e) sold, assigned or
transferred any of its material assets, tangible or intangible, except in the
ordinary course of business; (f) suffered any extraordinary losses or waived
any rights of material value other than in the ordinary course of business; (g)
made any material capital expenditures or commitments therefor other than in
the ordinary course of business; (h) entered into any other material
transaction other than in the ordinary course of business; (i) suffered any
damages, destruction or casualty loss, whether or not covered by insurance,
affecting any of the properties or assets of the Company or any other
properties or assets of the Company which could, individually or in the
aggregate, have or result in a Material Adverse Effect; (k) made any material
change in the nature or operations of the business of the Company; or (l)
entered into any agreement or commitment to do any of the foregoing.


6.7          No Conflict;
Governmental Consents.


(a)           The
execution and delivery by the Company of this Agreement and the consummation of
the transactions contemplated hereby will not (i) result in the violation of
any provision of the Certificate of Incorporation or Bylaws of the Company,
(ii) result in any material violation of any law, statute, rule, regulation,
order, writ, injunction, judgment or decree of any court or governmental authority
to or by which the Company is bound, or (iii) conflict with, or result in a
breach or violation of, any of the terms or provisions of, or constitute (with
due notice or lapse of time or both) a default under, any material lease, loan
agreement, mortgage, security agreement, trust indenture or other agreement to
which the Company is a party or by which it is bound or to which any of its
properties or assets is subject (except for such breaches, violations and
defaults as would not, individually or in the aggregate, have a Material 


 


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Adverse
Effect on the Company), nor result in the creation or imposition of any Lien
upon any of the properties or assets of the Company.


(b)           No
consent, approval, license, permit, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission or
other governmental authority remains to be obtained or is otherwise required to
be obtained by the Company in connection with the authorization, execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby, including, without limitation the issue and sale of the Shares, except
filings as may be required to be made by the Company after the Closing with (i)
the SEC, (ii) The Nasdaq Stock Market, and (iii) state blue sky or other
securities regulatory authorities.


6.8          No Brokers. 
The Company has taken no action that would give rise to any claim by any
person for brokerage commissions, finder’s fees or similar payments by any
Purchaser relating to this Agreement or the transactions contemplated hereby,
except for dealings with its financial advisor, Syntax Partners, LLC, (the fees
of which will be borne solely by the Company).


6.9          Listing. 
The Company’s Common Stock is registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is quoted
on the Nasdaq Capital Market.


6.10        Patents and Trademarks. 
The Company has, or has rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights,
licenses and know-how (including trade secrets or other unpatented and/or
unpatenable proprietary or confidential information, systems or procedures)
(collectively, the “Intellectual Property Rights”) that are necessary for use
in connection with its business as presently conducted or that the failure to
have would not have a Material Adverse Effect, and there is no existing
commercial infringement by another person or entity of any of the Intellectual
Property Rights that are necessary for use in connection with the Company’s
business as presently conducted, except as set forth in the SEC Documents.  Except as set forth in the SEC Documents, the
Company is not infringing on or in conflict with any right of any other person
with respect to any intangibles nor is there any claim of infringement made or
threatened by a third party against or involving the Company.


6.11        Taxes. Except as set forth in the financial
statements included in the filed SEC Documents, the Company has timely filed
all requisite United States of America federal, state and other tax returns or
extension requests for all fiscal periods in which such filings were required
to be made. There are no examinations in progress or claims pending against the
Company for United States of America federal, state and other taxes (including
penalties and interest) for any period or periods prior to and including
October 31, 2004, and no notice of any claim for taxes, whether pending or
threatened, has been received. All taxes due from the Company for any period
ended before the date hereof, including interest and penalties (whether or not
shown on any tax return) have been paid. The amounts shown as accruals for taxes
on the Financial Statements included in the filed SEC Documents are appropriate
under generally accepted accounting principles, consistently applied. The 


 


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Company
is not and has not during the last five years been a party to any tax sharing
agreement or agreement of similar effect. The Company is not and has not during
the last five years been a member of any consolidated group. Except as set
forth in the Financial Statements included in the filed SEC Documents, the
Company has not received, been denied, or applied for any private letter ruling
during the last five years.


6.12        Licenses and Permits. The Company has all Permits (as defined
below) required by law or governmental regulations from all applicable courts,
administrative agencies or commissions or other governmental authorities or
instrumentalities, whether in the United States of America (federal, state or
local) or outside of the United States of America that are necessary to operate
such businesses as presently conducted and all such Permits are in full force
and effect, except where the failure to have any such Permits in full force and
effect could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. To the Company’s knowledge, the Company is not
in default under, or in violation of or noncompliance with, any of such
Permits, except for any such default, violation of or noncompliance which could
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Upon consummation of the transactions contemplated by
this Agreement, each such Permit will remain in full force and effect and will
not create a right of any other person to terminate or revoke, modify or
condition such Permit based on such consummation. “Permit” means any permit,
certificate, consent, approval, authorization, order, license, variance,
franchise or other similar indicia of authority issued or granted by any court,
administrative agency or commission or other governmental authority or
instrumentality, whether in the United States of America (federal, state or
local) or outside of the United States of America.


6.13        Litigation. Except as set forth in the SEC
Documents, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, governmental agency or authority, or
self-regulatory organization or body pending or threatened against or affecting
the Company or any of its directors or officers in their capacities as such
that would have a Material Adverse Effect.


7.             Covenants of the Company. 
The Company covenants and agrees as follows:


7.1          Reporting Status. 
Prior to registration and until the Company’s obligations under this
Agreement are terminated, the Company will use commercially reasonable efforts
to file timely all reports required to be filed with the SEC pursuant to the
Exchange Act.


7.2          Maintenance of Quotation
on the Nasdaq Capital Market.  Prior to
registration and until the Company’s obligations under this Agreement are
terminated, the Company will use its reasonable best efforts to comply in all
material respects with all requirements to maintain the quotation of the
Company’s Common Stock on the Nasdaq Capital Market.


8.             Survival of Representations and Warranties. 
All representations and warranties made by the Company and the
Purchasers herein and in the certificates for the Shares delivered pursuant
hereto, shall survive for a period of two years in the case of the Company and
one year in the case of the Purchasers after the Closing Date and shall
thereupon expire together with the associated right to indemnification pursuant
to Section 10, unless a claim for
indemnification 


 


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(whether
or not fixed as to liability or liquidated as to amount) shall be made with
respect thereto prior to the end of such period, in which case such
representation or warranty with respect to which such claim has been made, and
the associated right to indemnification shall survive until such claim is
satisfied, settled or dismissed.


9.             Registration of Common Stock.


9.1          Registrable Securities. 
For the purposes of this Agreement, “Registrable Securities” means (a)
the Shares, and (b) any shares of Common Stock issued as a distribution with
respect to the Shares provided that (i) any shares of Common Stock will cease
to be Registrable Securities, and (ii) the Company will not be obligated to
maintain the effectiveness of the Shelf Registration Statement (as defined
below), and the Company’s obligations under this Section 9
will cease, with respect to a holder’s (a “Holder”) Registrable Securities
following the earliest of (x) the date on which all of the Registrable
Securities have been sold (y) the date on which all of the Registrable
Securities may be immediately sold to the public without registration or
restriction pursuant to Rule 144(k) under the Securities Act or any successor
provision, and (z) the third anniversary of the Closing Date.  The period of time during which the Company is
required to keep the Shelf Registration Statement effective is referred to as
the “Registration Period.”


9.2          Registration.


(a)           The
Company shall use its best efforts to file with the SEC, not later than the 30th
day after the Closing Date (the “Filing Deadline”), a shelf registration
statement on Form S-1 or successor form or another form selected by the Company
that is available to it under the Securities Act (the “Shelf Registration
Statement”) with respect to the Registrable Securities beneficially owned by
Purchasers following the Closing.


(b)           The
Company shall use its commercially reasonable efforts to have the Shelf
Registration Statement declared effective by the SEC on or before the 60th
day after the Filing Deadline.


9.3          Registration Procedures. 
In connection with the registration of any Registrable Securities under
the Securities Act as provided in this Section 9, the
Company will use its reasonable best efforts:


(a)           To
cause the Shelf Registration Statement (and any other related registrations,
qualifications or compliances as may be reasonably requested and as would
permit or facilitate the sale and distribution of all Registrable Securities
until the distribution thereof is complete) to become effective as soon as
reasonably practicable following the filing thereof;


(b)           Except
as set forth in Section 9.1, to prepare and file with the SEC the amendments
and supplements to the Shelf Registration Statement and the prospectus used in
connection therewith and take all other actions as may be necessary to keep the
Shelf Registration Statement continuously effective until the disposition of
all securities in accordance with the intended methods of disposition by the
Holder or Holders thereof set forth in the Shelf Registration Statement will be
completed, and to comply with the provisions of the Securities Act (to the
extent applicable to the Company) with respect to the dispositions;


 


10





















 


(c)           To
furnish to each Holder of Registrable Securities a reasonable number of copies
of the Shelf Registration Statement and of each amendment and supplement
thereto, a number of copies of the prospectus included in the Shelf
Registration Statement (including each preliminary prospectus), in conformity
with the requirements of the Securities Act, and the other documents (including
exhibits to any of the foregoing), as the Holder may reasonably request, in
order to facilitate the disposition of the Registrable Securities owned by
Holder;


(d)           To
provide a transfer agent and registrar for the Registrable Securities covered
by the Shelf Registration Statement not later than the effective date of the
Shelf Registration Statement;


(e)           To
notify each Holder of Registrable Securities at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in the
Shelf Registration Statement contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not misleading, and, at
the request of any Holder, the Company will promptly prepare a supplement or
amendment to the prospectus so that, as thereafter delivered to the purchasers
of Registrable Securities, the prospectus will not contain an untrue statement
of a material fact or omit to state any fact necessary to make the statements
therein not misleading; and


(f)            To
enter into customary agreements (including, in the event the Holders elect to
engage an underwriter in connection with the Shelf Registration Statement, an
underwriting agreement containing customary terms and conditions) and take all
other actions as reasonably required in order to expedite or facilitate the
disposition of Registrable Securities; provided, however, that, except as
provided in Section 9.4 hereof, the Company will not be liable for any
expenses, including any underwriter’s fees, commissions and discounts or
counsel fees (other than its own counsel) with respect to the sale of
Registrable Securities.


9.4          Registration and Selling
Expenses.  All expenses incurred by the Company in
connection with the Company’s performance of or compliance with this Section 9, including (i) all SEC registration and filing
fees, (ii) all necessary printing and duplicating expenses, (iii) all fees and
disbursements of counsel and accountants retained on behalf of the Company, and
(iv) all reasonable fees and disbursements of counsel retained on behalf of
Purchasers will be paid by the Company. 
Each Holder may, at its election, retain its own counsel and other
representatives and advisors as it chooses at its own expense.  Notwithstanding anything herein to the
contrary, each Purchaser shall pay their own pro-rata share of underwriters’
discounts and commissions).


9.5          No Delay. 
No Holder will have a right to take any action to restrain, enjoin or
otherwise delay any registration pursuant to Section 9.2
hereof as a result of any dispute, controversy or other matter that may arise
with respect to the interpretation or implementation of this Agreement.


9.6          Certain Obligations of
Holders.


(a)           The
Company may voluntarily suspend the effectiveness of the Shelf Registration
Statement for a limited time, which in no event shall be longer than a total of
two 30-day periods in any 12-month period (excluding any period for which the
Shelf Registration 


 


11





















 


Statement
is not effective between the time an amendment has been filed to the
registration statement and the time the amendment has been declared effective
by the SEC or state securities regulatory body and assuming the Company is
acting in good faith to obtain the effectiveness of that amendment).


(b)           As
a condition to the inclusion of its Registrable Securities, each Holder will
furnish to the Company the information regarding the Holder and the intended
method of distribution of the securities as the Company may from time to time
request or as will be required in connection with any registration,
qualification or compliance referred to in this Section 9.  Each Holder promptly will furnish to the
Company all information required to be disclosed in order to make the
information previously furnished by it to the Company not materially
misleading.


(c)           Each
Holder hereby covenants to the Company not to make any sale of the Registrable
Securities without effectively causing the prospectus delivery requirements
under the Securities Act to be satisfied and, if Registrable Securities are to
be sold by any method or in any transaction other than as set forth in the Plan
of Distribution in the prospectus included in the Shelf Registration Statement,
to deliver to the Company an opinion of counsel to the Holder of such
Registrable Securities to the effect that the sale may be effected in
accordance with the Securities Act.


(d)           The
rights to cause the Company to register Registrable Securities granted to the
Holders by the Company under Section 9.2 may
be assigned in whole or in part by a Holder, provided, that:  (i) the Company is furnished with an opinion
of counsel to the Holder of such Registrable Securities to the effect that the
transfer may be effected in accordance with the Securities Act; (ii) the
transfer involves not less than the lesser of all of the Holder’s Registrable
Securities or 50,000 shares of Common Stock; (iii) the Holder gives prior
written notice to the Company; and (iv) the transferee agrees to comply with
the terms and provisions of this Agreement in a written instrument satisfactory
in form and substance to the Company and its counsel.


10.          Indemnification.


(a)           The
Company will indemnify, to the extent permitted by law, each Holder of
Registrable Securities and each director, officer or controlling person of each
Holder within the meaning of Section 15 of the Securities Act against all losses,
claims, damages, liabilities and expenses, (or action in respect thereof),
including any of the foregoing incurred in settlement of any litigation,
commenced or threatened, arising out of or based on (i) any untrue statement or
alleged untrue statement of a material fact contained in, or information
incorporated by reference into, any registration statement or prospectus (or
any amendment or supplement thereto) or any preliminary prospectus prepared in
connection with the registration contemplated by Section 9,
(ii) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, (iii) any failure by the Company to fulfill and perform any
agreement, covenant or undertaking herein, or (iv) any failure or breach of the
representations and warranties of the Company set forth in Section 6
to be accurate in all material respects (excluding for this purpose all
references in Section 6 to material and Material Adverse Effect) as of the date
hereof and as of the Closing Date, and will promptly reimburse


 


12





















 


 each Holder and each director, officer or
controlling person of each Holder for reasonable legal and other expenses incurred
in connection with investigating or defending any claim, loss, damage,
liability or action as incurred; provided however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises directly out of or is based upon an untrue statement
or alleged untrue statement or by any omission or alleged omission made in such
registration statement or prospectus made in reliance upon and in conformity
with written information furnished by any Holder specifically for use in the
preparation of the registration statement or prospectus, provided further,
however, that the Company will not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises directly out of
or is based primarily upon an untrue statement or omission made in any
preliminary prospectus or final prospectus if (i) such Holder failed to send or
deliver a copy of the final prospectus or prospectus supplement with or prior
to the delivery of written confirmation of the sale of the Shares, and (ii) the
final prospectus or prospectus supplement would have corrected such untrue
statement or omission.  The
indemnification obligation of the Company with respect to clause (iv) above,
will survive for a period ending on the second anniversary of the Closing Date,
unless a claim for indemnification (whether or not fixed as to liability or
liquidated as to amount) is made with respect hereto prior to the end of such
period, in which case the right to indemnification shall survive until such
claim is satisfied, settled or dismissed.


(b)           Purchaser
will indemnify, to the fullest extent permitted by law, the Company, its
directors and officers and each person or entity, if any, who controls the
Company within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages, liabilities and expenses resulting from (i) any
failure by the Purchaser to fulfill and perform any agreement, covenant or
undertaking herein, or (ii) any failure or breach of the representations and
warranties of the Purchaser set forth in Section
5 to be accurate (excluding for this purpose all references, if any,
in Section 5 to material and Material Adverse Effect) as of the date hereof and
as of the Closing Date.  In connection
with the Shelf Registration Statement in which a Holder of Registrable
Securities is participating, each Holder will furnish to the Company in writing
the information as is reasonably requested by the Company for use in the Shelf
Registration Statement or prospectus and will severally, but not jointly,
indemnify, to the extent permitted by law, the Company, its directors and
officers and each person or entity, if any, who controls the Company within the
meaning of Section 15 of the Securities Act, against any losses, claims,
damages, liabilities and expenses resulting from any untrue statement or
alleged untrue statement of a material fact or any omission or alleged omission
of a material fact required to be stated in the Shelf Registration Statement or
prospectus or any amendment thereof or supplement thereto or necessary to make
the statements therein not misleading, but only to the extent the losses,
claims, damages, liabilities or expenses are caused by an untrue statement or
alleged untrue statement of a material fact or by an omission or alleged
omission of a material fact made in reliance upon and in conformity with the
written information specifically furnished by the Holder to the Company for use
in connection with the preparation of the Shelf Registration Statement or
prospectus; provided however, that the indemnity will not apply to the
extent that the loss, claim, damage, liability or expense arises out of or is
based upon a violation of this Agreement by the Company.  If the offering pursuant to any registration
is made through underwriters, each Holder agrees to enter into an underwriting
agreement in customary form with the underwriters and to indemnify the
underwriters, their officers and directors, if any, and each 


 


13





















 


person
or entity who controls the underwriters within the meaning of the Securities
Act to the same extent as hereinabove provided with respect to indemnification
by the Holder.


(c)           Promptly
after receipt by an indemnified party under Section
10(a) or (b) of notice
of any claim as to which indemnity may be sought, including the commencement of
any action or proceeding, the indemnified party will, if a claim in respect
thereof may be made against the indemnifying party under this Section, promptly
notify the indemnifying party in writing of the commencement thereof; provided
that the failure of the indemnified party to so notify the indemnifying party
will not relieve the indemnifying party from its obligations under this Section
except to the extent that the indemnifying party is adversely affected by the
failure.  In case any action or
proceeding is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party and its
counsel will conduct the defense of any action with counsel approved by the
indemnified party (which approval will not be unreasonably withheld or delayed)
although the indemnified party will be entitled to participate therein at the
indemnified party’s expense, and after notice from the indemnifying party to
the indemnified party of its election to so assume the defense thereof, the
indemnifying party will not be liable to the indemnified party under that
Section for any legal or any other expenses subsequently incurred by the
indemnified party in connection with the defense thereof (other than reasonable
costs of investigation) unless incurred at the written request of the
indemnifying party. Notwithstanding the above, the indemnified party will have
the right to employ counsel of its own choice in any action or proceeding (and
be reimbursed by the indemnifying party for the reasonable fees and expenses of
the counsel and other reasonable costs of the defense) if representation of the
indemnified party by the counsel retained by the indemnifying party would be
inappropriate (as reasonably determined by the indemnified party) due to actual
or potential differing interests or conflicts between the indemnified party and
any other party represented by the counsel in the action or proceeding or
counsel to the indemnified party is of the opinion that it would not be
desirable for the same counsel to represent both the indemnifying party and the
indemnified party because the representation might result in a conflict of
interest; provided, however, that the indemnifying party will not
in connection with any one action or proceeding or separate but substantially
similar actions or proceedings arising out of the same general allegations, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys at any time for all indemnified parties, except to the extent that
local counsel, in addition to regular counsel, is required in order to
effectively defend against the action or proceeding.  An indemnifying party will not be liable to
any indemnified party for any settlement or entry of judgment concerning any
action or proceeding effected without the consent of the indemnifying party.


(d)           If
the indemnification provided for in Section 10(a)
or (b) is held by a court of competent
jurisdiction to be unavailable under applicable law to an indemnified party in
respect of any losses, claims, damages or liabilities referred to therein, then
each applicable indemnifying party, in lieu of indemnifying the indemnified
party, will contribute to the amount paid or payable by the indemnified party
as a result of the losses, claims, damages or liabilities in the proportion as
is appropriate to reflect the relative fault of the Company on the one hand and
of the indemnified party on the other in connection with the statements or
omissions which resulted in the losses, claims, damages, or liabilities, as
well as any other relevant equitable considerations including the relative
benefits to the parties.  The relative
fault of the Company on the one hand and of the indemnified party on the other
will be determined by reference to, among 


 


14





















 


other
things, whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact relates to information supplied by the
Company or by the indemnified party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent the
statement or omission.  The amount paid
or payable by a party as a result of the losses, claims, damages and
liabilities referred to above will be deemed to include, subject to the
limitations set forth in Section 10(c),
any legal or other fees or expenses reasonably incurred by the party in
connection with investigating or defending any action or claim.  No person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity that is not guilty
of fraudulent misrepresentation.


11.          Miscellaneous.


11.1        Notices. 
Any notice or other communication given hereunder will be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, or delivered by hand against written receipt therefor, or
sent by confirmed facsimile, addressed to:


                If
to the Company:


                                                The SCO Group, Inc.


                                                355 South 520 West


                                                Lindon, UT  84042


                                                Attn:        Bert B. Young


                                                Facsimile:   (801) 932-1313


 


                With
a copy to:


                                                Dorsey
& Whitney LLP


                                                170 South Main
Street, Suite 900


                                                Salt Lake City, Utah
84101


                                                Attn:       Nolan S. Taylor, Esq.


                                                Facsimile:  (801) 933-7373


 


                If
to a Purchaser:


To the name and address or facsimile number of the
Purchaser set forth on Exhibit C hereto.


Notices will be deemed to have been given or delivered
on the date of mailing, except notices of change of address, which will be
deemed to have been given or delivered when received.


11.2        Successors and Assigns. 
Subject to Section 9.6(d),
this Agreement will be binding upon and inure to the benefit of the parties
hereto and to their respective heirs, legal representatives, successors and
assigns.


11.3        Confidentiality
Agreements.  Notwithstanding anything therein to the
contrary, the terms of the confidentiality agreements (the “Confidentiality
Agreements”) entered into 


 


15





















 


between
the Company and each Purchaser shall survive the execution of this Agreement
and terminate twenty-four (24) months after the Closing Date.  The provisions of this Section 11.3 shall
amend each Confidentiality Agreement in accordance with its terms.


11.4        Entire Agreement. 
This Agreement and the Confidentiality Agreements set forth the entire
agreement and understanding among the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


11.5        Amendment. 
This Agreement may not be amended, modified or supplemented with respect
to a Holder unless the Company has obtained the consent of such Holder.


11.6        Governing Law. 
The terms and provisions hereof will be construed in accordance with and
governed by the laws of the State of Utah without regard to that State’s
conflicts of law principles.


11.7        Severability. 
The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction will not affect any other
provision of this Agreement, which will remain in full force and effect.  If any provision of this Agreement is
declared by a court of competent jurisdiction to be invalid, illegal or
incapable of being enforced in whole or in part, the provision will be
interpreted so as to remain enforceable to the maximum extent permissible
consistent with applicable law and the remaining conditions and provisions or
portions thereof will nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no
provisions will be deemed dependent upon any other covenant or provision unless
so expressed herein.


11.8        No Waiver.  A
waiver by any party of a breach of any provision of this Agreement will not
operate, or be construed, as a waiver of any subsequent breach by that same
party.


11.9        Further Assurances. 
The parties agree to execute and deliver all further documents,
agreements and instruments and take further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.  Any documentary, stamp tax or similar
issuance or transfer taxes due as a result of the conveyance, transfer or sale
of the Shares between any of the Purchasers (or any of their permitted
transferees), on the one hand, and the Company, on the other hand, pursuant to
this Agreement will be borne by the Company.


11.10      Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, but all of which will together constitute the
same instrument.


11.11      No Third Party
Beneficiaries.  Nothing in this Agreement creates in any
person not a party to this Agreement any legal or equitable right, remedy or
claim under this Agreement, and this Agreement is for the exclusive benefit of
the parties hereto.  The parties
expressly recognize that this Agreement is not intended to create a
partnership, joint venture or other similar arrangement between any of the
parties or their respective affiliates.


 


16





















 


11.12      Publicity Restrictions. 
No press release or other public disclosure relating to the transactions
contemplated by this Agreement may be issued or made by or on behalf of any
party without prior consultation with the other parties, except as required by
applicable law, court process or Nasdaq or other stock exchange rules, in which
case the Purchaser required to make the disclosure will allow the Company
reasonable time (to the extent practicable) to comment thereon in advance of
the issuance.  The Company may issue an
initial press release relating to the transactions contemplated by this
Agreement, but shall not identify any Purchaser in such press release.  The parties acknowledge that the Company may
file a copy of this Agreement with the SEC as an exhibit to its filings.


[Signature
Page Follows]


 


17





















IN WITNESS WHEREOF, the undersigned have duly executed this Common Stock
Purchase Agreement as of the date first above written.


 


	
   

  	
  THE
  SCO GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bert B. Young

  
	
   

  	
  Name:

  	
  Bert B. Young

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  [Purchasers’ Signature Pages Follow]

  



 


 


 





















 


	
   

  	
  JET CAPITAL INVESTORS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew Mark

  
	
   

  	
  Name:

  	
  Matthew Mark

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 285,714

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase
  Price:  $999,999

  



 


 


 





















 


	
   

  	
  ETON PARK FUND, L.P.

  
	
   

  	
  By: Eton Park Capital
  Management, L.P., its

  
	
   

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcy Engel

  
	
   

  	
  Name:

  	
  Marcy Engel

  
	
   

  	
  Title:

  	
  Senior Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 200,000

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:
  $700,000

  



 


 


 





















 


	
   

  	
  ETON PARK MASTER FUND, LTD.

  
	
   

  	
  By: Eton Park Capital
  Management, L.P., its Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcy Engel

  
	
   

  	
  Name:

  	
  Marcy Engel

  
	
   

  	
  Title:

  	
  Senior Managing
  Director

  
	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 371,429

  
	
   

  	
   

  
	
   

  	
  Purchase Price:
  $1,300,001.50

  



 


 


 





















 


	
   

  	
  GLENHILL CAPITAL LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GJK Capital Management,
  LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Krevlin Advisors, LLC

  
	
   

  	
  Its:

  	
  Managing Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Glenn J. Krevlin

  
	
   

  	
   

  	
  Name:

  	
  Glenn J. Krevlin

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 290,583

  
	
   

  	
   

  
	
   

  	
  Purchase Price:
  $1,017,040.50

  



 


 


 





















 


 


	
   

  	
  GLENHILL CONCENTRATED LONG

  
	
   

  	
  MASTER FUND LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GJK Capital Management,
  LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Krevlin Advisors, LLC

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/  Glenn J. Krevlin

  
	
   

  	
   

  	
  Name:

  	
  Glenn J. Krevlin

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 285,000

  
	
   

  	
   

  
	
   

  	
  Purchase Price:
  $997,500.00

  
							



 


 


 





















 


	
   

  	
  GLENHILL CAPITAL OVERSEAS
  MASTER FUND LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Glenhill Capital
  Overseas GP, Ltd.,

  
	
   

  	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Glenn J. Krevlin

  
	
   

  	
   

  	
  Name: Glenn J. Krevlin

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 124,417

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:
  $435,459.50

  
	
   

  	
   

  	
   

  	
   

  



 


 


 





















 


	
   

  	
  AMTRUST
  INTERNATIONAL INSURANCE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jan Loeb

  
	
   

  	
  Name:

  	
  Jan Loeb

  
	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 242,857

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:
  $849,999.50

  
				



 


 


 





















 


	
   

  	
  CHESAPEAKE
  PARTNERS LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Lerner

  
	
   

  	
  Name:

  	
  Mark Lerner

  
	
   

  	
  Title:

  	
  Member, C.P. Management
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 285,714

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:
  $999,999.00

  
	
   

  	
   

  



 


 


 





















 


	
   

  	
  CHESAPEAKE
  PARTNERS INTERNATIONAL LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Lerner

  
	
   

  	
  Name:

  	
  Mark Lerner

  
	
   

  	
  Title:

  	
  Member, C.P. Management
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 285,715

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:
  $1,000,002.50

  
				



 


 


 





















 


	
   

  	
  SCOGGIN
  CAPITAL MANAGEMENT, L.P. II

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  S&E Partners, LP

  
	
   

  	
  Its: 

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Scoggin, Inc.

  
	
   

  	
  Its: 

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curtis Schenker

  
	
   

  	
  Name:

  	
  Curtis Schenker

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 187,000

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:
  $654,500.00

  
					



 


 


 





















 


	
   

  	
  SCOGGIN
  INTERNATIONAL FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Scoggin, LLC

  
	
   

  	
  Its: 

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curtis Schenker

  
	
   

  	
  Name:

  	
  Curtis Schenker

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 187,000

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:
  $654,500.00

  
						



 


 


 





















 


 


	
   

  	
  GUGGENHEIM
  PORTFOLIO COMPANY VII LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Scoggin, LLC

  
	
   

  	
  Its: 

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curtis Schenker

  
	
   

  	
  Name:

  	
  Curtis Schenker

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 56,000

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:
  $196,000

  
						



 


 


 





















 


	
   

  	
  /s/ Darcy G. Mott

  
	
   

  	
  Darcy G. Mott

  
	
   

  	
   

  
	
   

  	
  Number of Shares
  Purchased: 51,020

  
	
   

  	
   

  
	
   

  	
  Purchase Price:
  $199,998.40