ex991to13d08568005_03222012.htm

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) dated March 22, 2012, is between Capstone Ventures SBIC, L.P., a limited partnership (“Seller”), and the persons listed on Schedule 1 attached hereto (individually a “Buyer” and collectively the “Buyers”).

Recitals

The following facts underlie this Agreement:

Seller owns 1,359,808 shares (the “Shares”) of Common Stock of Rand Worldwide, Inc., a Delaware corporation (the “Company”).

Seller desires to sell to Buyers and Buyers desire to purchase the Shares from the Seller in the amounts and on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and intending to be legally bound, the parties agree as follows:

1. Agreement of Purchase and Sale. Upon the terms and subject to the conditions contained in this Agreement, each Buyer agrees on the Closing Date to purchase from Seller, and Seller agrees to sell, assign and transfer to each Buyer the number of Shares set forth next to the Buyer’s name set forth on Schedule 1. The purchase price per Share is fifty-six cents ($.56), and the aggregate price that each Buyer shall pay to Seller for the Shares the Buyer is acquiring is set forth on Schedule 1 next to Buyer’s name.

2. Closing; Deliveries.

a The closing (the “Closing”) shall occur at 10:00 a.m. (EST) on March 22, 2012, or at such other date and time as Seller and Peter H. Kamin (“Kamin”) may agree in writing (the “Closing Date”) but in any event not later than March 22, 2012.

b At the Closing, Seller shall instruct American Stock Transfer & Trust Co., LLC (the “Transfer Agent”) to facilitate the delivery by deposit/withdrawal at custodian (“DWAC”) of the Shares each Buyer is acquiring hereunder to the respective brokerage account of each Buyer. In furtherance of the foregoing, Seller shall deliver to Kamin on behalf of each Buyer a letter in the form of Schedule 3, signed by Seller with a medallion signature guarantee (the “Transfer Letter”), and a Stock Power in the form of Schedule 4, signed by Seller with a medallion signature guarantee (the “Stock Power”). Kamin will direct the Depository Trust Company participant at which the brokerage accounts of Buyers are maintained to coordinate with the Transfer Agent the initiation of the DWACs in order to cause the Shares to be credited to such accounts.

c At the Closing, Seller shall deliver to Kamin a copy of the executed resignation letter of Eugene J. Fischer to the Company (the “Resignation Letter”) in the form of Schedule 5.

d At the Closing, each Buyer shall pay to Seller the amount of the Purchase Price set forth next to such Buyer’s name on Schedule 1 in immediately available funds by wire transfer to the account set forth on Schedule 2. Each Buyer will promptly after the wire has been sent provide by email to Seller at genefischer@yahoo.com the name of the bank wiring the purchase price, the wire transfer number and the time of the wire transfer.

3. Representations and Warranties of Seller. Seller makes all of the following representations and warranties to Buyers as of the Closing:

3.1. Ownership of Shares. Seller is the sole owner of the Shares and the Shares are validly issued, fully paid and non-assessable. Seller’s title to the Shares is free and clear of all restrictions on transfer or other restrictions, adverse claims, liens, security interests, charges, encumbrances, pledges, options, warrants, purchase rights, contracts, commitments and demands of any nature, excluding restrictions imposed by applicable securities laws (collectively, “Encumbrances”). Buyers will acquire good, valid and marketable title to the Shares, free and clear of all Encumbrances, other than restrictions on disposition under applicable securities laws. Seller is not party to any voting agreement, voting trust, proxy, power of attorney or other understanding or arrangement with respect to the voting or disposition of the Shares. There are no actions, suits, proceedings or claims pending or, to the knowledge of Seller, threatened with respect to or in any manner affecting the ownership by Seller of any of the Shares or the sale of any of the Shares to Buyers.

3.2. Authorization, Execution and Delivery. Seller has full legal power and authority to execute, deliver, and perform the transactions contemplated by this Agreement, and at the Closing will have full legal power to sell the Shares to Buyers and to perform all the terms and conditions hereof in accordance with this Agreement. This Agreement has been duly and validly executed and delivered by Seller, and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

3.3. No Violation. The execution and delivery of this Agreement by Seller does not and will not, and the performance and compliance with the terms and conditions hereof by Seller and the consummation of the transactions contemplated hereby by Seller do not and will not, (i) violate or conflict with the certificate of limited partnership, limited partnership agreement or other organizational or governing document of Seller, (ii) violate any statute, law, rule, regulation, judgment, order, injunction, writ, ruling of any court or tribunal, either domestic or foreign, or decree applicable to Seller or any of its properties, (iii) require any consent, advance notice, authorization or approval under, violate, breach or conflict with any provision of, cause a default under, result in acceleration of any obligation under, create in any party the right to accelerate, terminate or modify in any manner, constitute an event that with the lapse of time or action by a third party could result in any material default under, or give rise to any new or additional obligation under, any material agreement or instrument to which Seller is a party or by which Seller or any of its properties is bound, (iv) result in the creation of any Encumbrance upon the Shares, or (v) require any action, approval, consent or authorization of or by, any notice to, or any registration or filing with, any governmental or regulatory agency, authority, commission, board, bureau or instrumentality, other than required filings with the Securities and Exchange Commission (“SEC Filings”).

3.4. Restrictions Under Securities Laws. The Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), and are free of restrictive legend. Notwithstanding such registration, the Shares may only be sold or otherwise transferred or disposed of by Buyers in accordance with applicable securities laws, including volume restrictions that may be applicable under the Securities Act and any applicable state securities laws.

3.5. Book Entry. The Shares are held in book entry form with the Transfer Agent, the stock transfer agent of the Company, 6201 15th Avenue, Brooklyn, NY 11219.

4. Representations and Warranties of Buyers. Each Buyer, with respect to itself only, hereby makes each of the following representations and warranties to Seller as of the Closing:

4.1. Authorization, Execution, and Delivery. Buyer has full legal power and authority to execute, deliver, and perform the transactions contemplated by this Agreement, and at the Closing will have full legal power to purchase the Shares from Seller and to perform all the terms and conditions hereof in accordance with this Agreement. This Agreement has been duly and validly executed and delivered by Buyer, and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

4.2. No Violations. The execution and delivery of this Agreement by Buyer does not and will not, and the performance and compliance with the terms and conditions hereof by Buyer and the consummation of the transactions contemplated hereby by Buyer do not and will not, (i) violate or conflict with any organizational or governing documents of Buyer, (ii) violate any statute, law, rule, regulation, judgment, order, injunction, writ, ruling of any court or tribunal, either domestic or foreign, or decree applicable to Buyer or any of its properties, (iii) require any consent, advance notice, authorization or approval under, violate, breach or conflict with any provision of, cause a default under, result in acceleration of any obligation under, create in any party the right to accelerate, terminate or modify in any manner, constitute an event that with the lapse of time or action by a third party could result in any material default under, or give rise to any new or additional obligation under, any material agreement or instrument to which Buyer is a party or by which Buyer or any of its properties is bound, or (iv) require any action, approval, consent or authorization of or by, any notice to, or any registration or filing with, any governmental or regulatory agency, authority, commission, board, bureau or instrumentality, other than required SEC Filings.

4.3. No Violation of Federal or State Securities Laws or Other Laws. Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The consummation of the purchase of the Shares in accordance with the terms, conditions, and provisions of this Agreement will not violate or cause the violation of any state or federal law or regulation governing the purchase and sale of securities, or violate any other state or federal law or regulation, to which Buyer is subject. Buyer understands that any transfer of the Shares it is acquiring can only be made in compliance with applicable federal and state securities laws.

4.4. Buyer’s Due Diligence. Buyer has conducted its own due diligence and independent inquiry with assistance of its own counsel and financial advisers with respect to Seller’s representations and warranties and all other factual and legal matters and issues related to this Agreement and relating to the Company, its business, its operations and its financial situation. Buyer is not relying upon any information from Seller or any representative of Seller concerning the Company.

4.5. Sources of Funds. The payment of the purchase price shall be in lawful funds from a lawful source, free of any liens or other encumbrances, and freely available for disposition by Seller upon receipt.

4.6. Buyer Information. The correct legal name and address of Buyer are set forth on Schedule 1.

4.7. Securities Laws. Buyer acknowledges the representation of Seller in Section 3.4 of this Agreement and has discussed with its counsel and understands its obligations with respect to any sale or other transfer or disposition of the Shares.

5. Conditions to Parties’ Obligations to Close.

5.1. Conditions to Seller’s Obligations to Close. The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller in writing:

a Representations and Warranties. All of the representations and warranties of Buyers in this Agreement shall be true and correct as of the Closing Date.

b Payment of Purchase Price. Each Buyer shall have paid its share of the purchase price to Seller such that Seller shall have received the full amount of the purchase price ($761,492.48).

5.2. Conditions to Buyers’ Obligations to Close. The obligations of each Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer in writing:

a Representations and Warranties. All of the representations and warranties of Seller in this Agreement shall be true and correct as of the Closing Date.

b Transfer Letter. Seller shall have delivered to Kamin the Transfer Letter.

c Stock Power. Seller shall have delivered to Kamin the Stock Power.

d Payment of Purchase Price. If any Buyer fails to pay on the Closing Date the purchase price for the Shares it is acquiring, Kamin shall immediately pay to Seller that amount for such Shares; consequently, the failure of any Buyer to pay the purchase price for the Shares it is acquiring shall not excuse any other Buyer from purchasing the Shares it is acquiring pursuant to this Agreement.

e Resignation of Eugene J. Fischer. Eugene J. Fischer shall have delivered an executed Resignation Letter to the Company, with a copy to Kamin.

6. Miscellaneous.

6.1. Transaction Costs. Each party hereto shall pay its own expenses incident to this Agreement and in performing its obligations hereunder.

6.2. Amendments. This Agreement may not be modified, amended, or supplemented except by an agreement in writing signed by Seller and Kamin.

6.3. Assignability; Successors. This Agreement and the rights and obligations under this Agreement shall not be assignable without the express written consent of the non-assigning party or parties. All of the terms, covenants, representations, warranties and conditions of this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

6.4. Entire Agreement. This Agreement and the agreements contemplated in this Agreement shall constitute the entire agreement by and among the parties to this Agreement with respect to the transactions contemplated by this Agreement and shall supersede all prior or contemporaneous negotiations, understandings and agreements by and among the parties with respect to the matters contemplated by this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties to this Agreement relating to the subject matter of this Agreement that are not fully expressed in this Agreement and in the agreements and instruments contemplated by this Agreement.

6.5. Survival of Representations and Warranties. All representations, warranties, agreements, covenants and obligations made or undertaken by each party in this Agreement or in any document or instrument executed and delivered pursuant hereto shall survive the Closing Date.

6.6. Further Assurances. Each party hereto, without further consideration, shall, at the reasonable request of any other party hereto after the consummation of the transactions contemplated by this Agreement, execute and deliver any instruments of conveyance, assignment, transfer, assumption, or other instrument or document and take such other actions, as such other party may reasonably request to more effectively consummate the transactions contemplated by this Agreement.

6.7. Governing Law. This Agreement and all claims arising out of or relating to this Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or permitted assigns shall be brought and determined in the United States District Court for Delaware or the courts of the State of Delaware located in the County of New Castle, Delaware, and each party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts.

6.8. Multiple Counterparts. This Agreement may be executed in multiple counterparts, including facsimile transmissions thereof, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

6.9. Remedies; Specific Performance. The parties to this Agreement understand and agree that it will be impossible to measure in money the damages that may accrue to a party to this Agreement by reason of a failure to perform any of the obligations under this Agreement, and that any such money damages would be an insufficient remedy for such failure of performance. Each party to this Agreement, therefore, consents to be subject to the remedy of specific performance and temporary and permanent injunction of any provision of this Agreement if such party shall have been found to be in violation of such provision by any court of competent jurisdiction. If any party or his or its permitted assigns institute any action or proceeding to specifically enforce the provisions of this Agreement, any person against whom such action or proceeding is brought hereby waives the claim or defense in such action or proceeding that such party has an adequate remedy at law, and such person shall not urge in any such action or proceeding a claim or defense that such remedy at law exists. The prevailing party in any action to enforce the provisions of this Agreement shall be entitled to recover all reasonable attorneys’ fees and costs incurred by it from the other party to such action.

6.10. Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by first class U.S. mail, email or facsimile transmission, or delivered by hand or by overnight or similar delivery service, fees prepaid, to the party to whom it is to be given at the address of Seller set forth on the signature page of this Agreement and at the address of each Buyer set forth next to its name on Schedule 1 or to such other address for notice as such party shall provide in accordance with the terms of this section.

6.11. Waiver. The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants, or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right or claim granted or arising hereunder or of the future performance of any such term, covenant, or condition, and such failure shall in no way affect the validity of this Agreement or the rights and obligations of the parties hereto. No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver. No waiver of any provision or condition of this Agreement shall be construed as a waiver of any other provision or condition of this Agreement, and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition.

(Signature page follows.)

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

	“Seller”

	Capstone Ventures SBIC, L.P.

	By:	Capstone SBIC Management, Inc.,
		its general partner

	By:	/s/ Eugene J. Fischer
	Name:	Eugene J. Fischer
	Its:	President

	“Buyers”

	/s/ Peter H. Kamin
	Peter H. Kamin

	Peter H. Kamin Childrens Trust

	By:	/s/ Peter H. Kamin
	Name:	Peter H. Kamin
	Its:	Trustee

	3K Limited Partnership

	By:	/s/ Peter H. Kamin
	Name:	Peter H. Kamin
	Its:	Managing Partner