Subscription Agreements ▼

SUBSCRIPTION AGREEMENT

The Alpine Group, Inc.
One Meadowlands Plaza
East Rutherford, New Jersey 07073

        Gentlemen:

        1.    Subscription.    (a) Subject to the terms and conditions of this Subscription Agreement, the undersigned, a director or officer of The Alpine Group, Inc., a Delaware corporation (the "Company"), or a subsidiary thereof, hereby agrees to purchase, for $380.00 per share, that number of shares of the Company's series A preferred stock, par value $1.00 per share (the "Preferred Stock"), set forth opposite the undersigned's name on Exhibit A hereto. The offer and sale of Preferred Stock pursuant to this Subscription Agreement is part of an offering of Preferred Stock being made by the Company to all of the directors of the Company and certain of the officers of the Company or a subsidiary thereof. The terms and provisions of the Preferred Stock are currently expected to be substantially as described on Exhibit B hereto.

        (b)    The Company has also advised the undersigned that it currently intends to engage in an exchange offer (the "Exchange Offer"), whereby the holders of the Company's common stock, par value $.10 per share (the "Common Stock"), may exchange their shares of Common Stock for a new issue of the Company's 6% subordinated notes. The terms and provisions of the 6% subordinated notes and of the Exchange Offer are currently expected to be substantially as described on Exhibit C hereto.

        (c)    The undersigned has also been advised that the Company intends to offer (the "Rights Offering") to its stockholders (other than such directors and officers, as provided by Section 1(d) hereof) the right to subscribe for shares of Preferred Stock in proportion to their current ownership of Common Stock. It is anticipated that each such stockholder will have the right to subscribe for one share of Preferred Stock for each 500 shares of Common Stock owned by such stockholder. The Rights Offering will be made pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act"). The terms and provisions of the Rights Offering are currently expected to be substantially as described on Exhibit B hereto.

SUBSCRIPTION AGREEMENT

        This SUBSCRIPTION AGREEMENT (the "Subscription Agreement") is made as of the date set forth on the signature page between MDU COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation, with its principal offices at 60-D Commerce Way, Totowa, New Jersey 07512 (including its two wholly-owned subsidiaries as more fully described below, the "Company"), and the undersigned subscriber (the "Investor").

        WHEREAS, the Company desires to sell on a "best efforts-no minimum" basis up to ten (10) Units (the "Units"), each unit consisting of 300,000 shares of the Company's Common Stock, $.001 par value (the "Common Stock"), and 300,000 five-year warrants to purchase Common Stock at $.33 per share, subject to adjustment (the "Warrants") in a private placement (the "Private Placement") to be conducted through Casimir Capital L.P., as placement agent (the "Placement Agent"), the terms of which are set forth in a Confidential Term Sheet dated June 10, 2003, including all exhibits and attachments thereto (the "Memorandum").

        WHEREAS, the Company is offering the Units pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended ("Securities Act"), to "accredited investors" only, as such term is defined in Rule 501(a) of said Regulation D.

        NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

SECTION 1

SUBSCRIPTION FOR UNITS

        1.1    Subscription.    The Investor, intending to be legally bound, hereby subscribes for and agrees to purchase the number of Units set forth upon the signature page hereof, at a purchase price of $75,000 per Unit, on the terms and conditions described herein and in the Memorandum and the Company agrees to sell such Units to the Investor, upon such terms and conditions.

        1.2    Purchase.    

        (a)   The Investor hereby tenders a check made payable to the order of "MDU Communications International, Inc.Escrow Account" in the amount set forth on the signature page hereof, or provides such funds by wire transfer pursuant to the wire instructions contained on the signature page hereof.




        (b)   The Investor also tenders herewith (i) a completed copy of this Subscription Agreement, including the Investor Qualification Questionnaire and an executed signature page, and (ii) an Internal Revenue Service ("IRS") Form W-9 for United States citizens and residents (included herewith).




        (c)   All subscriptions for Units in the Private Placement are irrevocable when delivered, subject to acceptance by the Company and certain other conditions described in this Subscription Agreement and the Memorandum. The Company has the right to accept or reject any subscription, in whole or in part. Funds relating to all subscriptions rejected by the Company shall be returned promptly to the applicable subscriber, without interest and without any deduction.




        (d)   The Offering is on a "best effortsno minimum" basis. Subscription funds will be maintained in the escrow account with North Fork Bank ("Escrow Agent") pending a determination to close on such funds. An initial closing ("Initial Closing") and one or more subsequent closings, including a final closing (collectively, "Closings"), may be held at any time for any amount of the subscription funds prior to the termination of the Private Placement. There is no minimum number of Units which must be sold in order to conduct a Closing.

SUBSCRIPTION AGREEMENT

The undersigned (hereinafter "Subscriber") hereby confirms his/her/its subscription for the purchase of Convertible Notes and Warrants of Datatec Systems, Inc., a Delaware corporation (the "Company"), as described below.

In connection with this subscription, Subscriber and the Company agree as follows:

1. Sale and Purchase of Convertible Notes and Warrants.

(a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, (1) a Convertible Note either (i) bearing interest at 4% and convertible in accordance with the terms thereof into shares of the Company's common stock, $.001 par value (the "Common Stock") at a 10% premium to the Market Price (as defined in the Confidential Private Placement Memorandum, or "PPM") of the Common Stock, or (ii) bearing no interest and convertible in accordance with the terms thereof into Common Stock at a 10% discount to the Market Price of the Common Stock; and (2) Warrants to purchase, at an exercise price equal to 130% of the Market Price, Common Stock equal to 50% of the Common Stock into which such Convertible Note is convertible. The form of Convertible Note is annexed hereto as Exhibit A. (The Convertible Notes, the Warrants and the Common Stock issuable upon conversion of the Convertible Notes and exercise of the Warrants are collectively referred to herein as, the "Securities"). Upon acceptance of this Subscription Agreement by Subscriber, the Company shall issue and deliver the Convertible Note and Warrants against payment in U.S. Dollars by check of the Purchase Price (as defined below).

(b) Subscriber has hereby delivered and paid concurrently herewith the purchase price (the "Purchase Price") set forth on the signature page hereof required to purchase the Securities subscribed for hereunder which amount has been paid in U.S. Dollars by check, subject to collection, to the order of "Continental Stock Transfer & Trust Company, Escrow Agent for Datatec Systems, Inc."

(c) Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of up to $4,900,000 of unsecured Four-Year Convertible Notes and Warrants which offering is being made on a "best efforts, all or none" basis as to the first $2,500,000 (the "Minimum Offering") and on "best efforts only" basis as to the remaining $2,400,000 (the "Maximum Offering"). Subscriber understands that payments hereunder as to the Minimum Offering will be held in a qualified escrow account established at Continental Stock Transfer & Trust Company, and released to the Company if the Minimum Offering is reached within the Offering Period (as defined in the PPM) or any extended period. If the Minimum Offering is not reached within the Offering Period or any extended period, the funds held therein will be returned to the investors without interest or deduction. Subscriber also understands that all funds received hereunder after the Minimum Offering is reached will be made immediately available to the Company. Subscriber understands that Joseph Stevens & Company, Inc. and the Company have full discretion to accept subscriptions below the minimum investment amount of $50,000.

2. Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company as follows:

(a) Subscriber is an "accredited investor" as defined by Rule 501 under the Securities Act of 1933, as amended (the "Act"), and Subscriber is capable of evaluating the merits and risks of Subscriber's investment in the Company and has the capacity to protect Subscriber's own interests.

(b) Subscriber understands that the Securities are not presently registered, but Subscriber is entitled to certain rights with respect to the registration of the Common Stock underlying the Securities (see Section 5 below).

(c) Subscriber acknowledges and understands that the Securities are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment.

(d) Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of common stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares of common stock being sold during any three-month period not exceeding specified limitations.

(e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company's business, management and financial affairs with the Company's management or any person acting on its behalf. Subscriber has received and reviewed the PPM, and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review, (i) copies of all of the Company's publicly available documents, including but not limited to, its annual report on Form 10-K for the year ended April 30, 2002, all of its Form 8-K filings, as well as all of its Form 10-Q filings, and (ii) all information, both written and oral, that it desires with respect to the Company's business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber's own knowledge and understanding of the Company and its business based upon Subscriber's own due diligence investigations and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations or information.

(f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber's obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and 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 general principals of equity, whether such enforcement is considered in a proceeding in equity or law.

(g) To the extent Subscriber deems necessary, Subscriber has reviewed with Subscriber's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Subscription Agreement. Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement.

(h) This Subscription Agreement does not contain any untrue statement of a material fact concerning Subscriber.

(i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber's properties before any court or governmental agency (nor, to Subscriber's knowledge, is there any threat thereof) which would impair in any way Subscriber's ability to enter into and fully perform Subscriber's commitments and obligations under this Subscription Agreement or the transactions contemplated hereby.