HYPERCOM CORP
EX-10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>p68166exv10w2.txt
<DESCRIPTION>EX-10.2
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement (this "Agreement") is made and effective
as of August 13, 2003 by and among George R. Wallner and Paul Wallner (each a
"Seller" and collectively the "Sellers"), Hypercom Corporation, a Delaware
corporation (the "Company"), and the Purchasers identified in the signature
pages attached hereto (each, a "Purchaser" and, collectively, the "Purchasers").

         WHEREAS, the Sellers desire to sell to the Purchasers and the
Purchasers severally desire to purchase from the Sellers 14 million (7 million
each) shares of the common stock of the Company (the "Seller Shares").

         WHEREAS, to facilitate the transaction, the Company has agreed to
register for resale the Seller Shares sold by George Wallner hereunder.

         NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, each of the Sellers, the Company and
the Purchasers agree as follows:

                                   ARTICLE I.

                          PURCHASE, ESCROW AND CLOSINGS

         1.1 Purchase and Sale of Seller Shares. Each Seller hereby agrees to
sell, and Purchasers severally and not jointly agree to purchase from each of
the Sellers, the Seller Shares on the terms set forth in this Agreement in the
allocations set forth on the signature pages.

         1.2 Escrow.

                  (a) The parties shall establish an escrow account (the "Escrow
         Account") pursuant to an escrow agreement substantially in the form
         attached hereto as Exhibit A (the "Escrow Agreement").

                  (b) Within two (2) days of the last signatures hereto, each
         Purchaser will deposit into the Escrow Account:

                           (i) all documents required to be duly and validly
                  executed and delivered by the Purchasers pursuant to the
                  Escrow Agreement; and

                           (ii) each Purchaser's purchase price for the Seller
                  Shares set forth on the signature pages attributable to it.

                  (c) Prior to the Closing, each Seller will deposit into the
         Escrow Account:

                           (i) all documents required to be duly and validly
                  executed and delivered by each of the Sellers pursuant to the
                  Escrow Agreement; and
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                           (ii) certificates evidencing the Seller Shares duly
                  endorsed in blank (or alternatively, at each Purchaser's
                  election, evidence of transfer may be effected through the
                  facilities of the Depository Trust Company).

                  (d) Within two (2) days of the last signatures hereto, the
         Company:

                           (i) will deposit into the Escrow Account all
                  documents required to be duly and validly executed and
                  delivered by the Company pursuant to the Escrow Agreement;

                           (ii) will execute and deliver a Registration Rights
                  Agreement in the form of Exhibit B; and

                           (iii) will cause the transfer agent to remove the
                  restrictive legends on the Seller Shares owned by Paul Wallner
                  upon transfer to the Purchasers.

         1.3 Closing. Upon satisfaction of the conditions set forth in Section
1.4, the Closing of the purchase of the Seller Shares shall occur at the offices
of Snell & Wilmer, L.L.P. on August 13, 2003, or such other time and location as
the parties hereto shall mutually agree. At the Closing, the Escrow Agent shall
deliver or cause to be delivered the following in accordance with the escrow
instructions contained in the Escrow Agreement:

                  (a) to each of the Purchasers, certificates evidencing their
         Seller Shares (to be allocated equally from George Wallner and Paul
         Wallner or as otherwise set forth on the signature pages) duly endorsed
         in blank (or alternatively, at each Purchaser's election, evidence of
         transfer may be effected through the facilities of the Depository Trust
         Company);

                  (b) to each Seller, a purchase price of $3.60 per share for
         its respective Seller Shares, after commissions and fees due Roth
         Capital Partners, LLC ("RCP"); and

                  (c) to RCP the balance in the Escrow Account (of $0.30 per
         share), as the commissions and fees due to RCP for services rendered to
         Sellers in connection with the sale of the Seller Shares.

         1.4 Closing Conditions. The Closing of the purchase and sale of Seller
Shares is subject to:

                  (a) All documents required to be duly and validly executed and
         delivered by the parties pursuant to the Escrow Agreement shall have
         been received by the Escrow Agent.

                  (b) All representations and warranties of the parties
         contained herein shall remain true and correct in all material respects
         as of the Closing.

                  (c) As of the Closing, there shall have been no Material
         Adverse Effect (as defined in Section 2.1(c)) with respect to the
         Company since the date hereof.


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                  (d) From the date hereof to the Closing, trading in the
         Company's common stock shall not have been suspended or limited, or
         minimum prices shall not have been established on the New York Stock
         Exchange, nor shall a banking moratorium have been declared either by
         the United States or applicable state authorities.

                                  ARTICLE II.
                         REPRESENTATIONS AND WARRANTIES

         2.1 Representations and Warranties of the Sellers and the Company. Each
Seller and the Company hereby make the following representations and warranties
to each Purchaser (and any permitted assignees) as of the date hereof, and as of
the Closing:

                  (a) Organization. The Company is duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         organization, with the requisite power and authority to own and use its
         properties and assets and to carry on its business as currently
         conducted.

                  (b) Authorization; Enforcement. The Company has the requisite
         corporate power and authority to enter into and to consummate the
         transactions contemplated hereby and otherwise to carry out its
         obligations hereunder. The execution and delivery of each of this
         Agreement by the Company and the consummation by it of the transactions
         contemplated thereby have been duly authorized by all necessary action
         on the part of the Company and no further action is required by the
         Company in connection therewith. The Agreement has been duly executed
         and delivered by the Company and constitutes a valid and binding
         obligation of the Company enforceable against it in accordance with its
         terms, except (i) as limited by applicable bankruptcy, insolvency,
         reorganization, moratorium and other laws of general application
         affecting enforcement of creditors' rights generally and (ii) as
         limited by laws relating to the availability of specific performance,
         injunctive relief or other equitable remedies (the "Enforceability
         Exceptions"). The Seller Shares have been duly authorized by all
         necessary corporate action and are validly issued and outstanding,
         fully paid and nonassessable, and each Purchaser shall be entitled to
         all rights accorded to a holder of the Company's common stock.

                  (c) No Conflicts. The execution, delivery and performance of
         this Agreement by the Company and the consummation by the Company of
         the transactions contemplated hereby do not and will not (i) conflict
         with or violate any provision of the Company's certificate or articles
         of incorporation, bylaws or other organizational or charter documents,
         or (ii) conflict with, or constitute a default (or an event that with
         notice or lapse of time or both would become a default) under, or give
         to others any rights of termination, amendment, acceleration or
         cancellation (with or without notice, lapse of time or both) of, any
         agreement, credit facility, debt or other instrument or other
         understanding to which the Company is a party or by which any property
         or asset of the Company is bound or affected, or (iii) result in a
         violation of any law, rule, regulation, order, judgment, injunction,
         decree or other restriction of any court or governmental authority to
         which the Company is subject (including federal and state securities
         laws and regulations), or by which any property or asset of the Company
         is bound or affected;

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         except in the case of each of clauses (ii) and (iii), such as would not
         have or reasonably be expected to result in a material adverse effect
         on (x) the condition, financial or otherwise, earnings, business,
         operations or prospects of the Company taken as a whole, (y) the
         legality, validity or enforceability of this Agreement, or (z)
         adversely impair the Company's ability to perform in any material
         respect on a timely basis its obligations under this Agreement (any of
         (x), (y) or (z), a "Material Adverse Effect").

                  (d) No Consents. No consent, approval, authorization or order
         of, or any filing or declaration with, any court or governmental agency
         or body is required in connection with the consummation by the Company
         of the transactions on its part contemplated by this Agreement, except
         such as may be required under the Securities Act of 1933 (the
         "Securities Act") or the rules and regulations promulgated thereunder,
         state securities or blue sky laws, and the by-laws and rules of the
         NYSE, all of which shall be timely made or obtained.

                  (e) SEC Reports. The Company has filed all reports required to
         be filed by it under the Securities Exchange Act 1934 (the "Exchange
         Act"), including pursuant to Section 13(a) or 15(d) thereof, or the
         rules and regulations thereunder, for the two years preceding the date
         hereof (the foregoing materials and any materials incorporated therein
         by reference being collectively referred to herein as the "SEC
         Reports") on a timely basis or has received a valid extension of such
         time of filing and has filed any such SEC Reports prior to the
         expiration of any such extension. As of their respective dates, the SEC
         Reports complied in all material respects with the requirements of the
         Securities Act and the Exchange Act and the rules and regulations of
         the Securities and Exchange Commission (the "Commission") promulgated
         thereunder, and none of the SEC Reports, when filed, contained any
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.

                  (f) Financial Statements. The financial statements filed with
         the Commission as a part of the SEC Reports present fairly, in all
         material respects, the financial position of the Company and its
         consolidated subsidiaries as of and at the dates indicated and the
         results of their operations and cash flows for the periods specified
         therein, subject, in the case of interim financial statements, to the
         normal year-end adjustments which are not expected to be material in
         amount. Such financial statements have been prepared in conformity with
         generally accepted accounting principles as applied in the United
         States and in effect as of the date of the applicable financial
         statements and supporting schedules, as applicable, applied on a
         consistent basis throughout the periods involved, except as may be
         expressly stated in the related notes thereto, and comply in all
         material respects with the Securities Act, the Exchange Act and the
         applicable rules and regulations of the Commission thereunder.

                  (g) Listing. The Seller Shares are listed on the New York
         Stock Exchange. The Company has not, in the 12 months preceding the
         date hereof, received notice from the New York Stock Exchange to the
         effect that the Company is not in compliance with the listing or
         maintenance requirements of such trading market. The Company is, and
         has no

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         reason to believe that it will not in the foreseeable future continue
         to be, in material compliance with all such listing and maintenance
         requirements.

                  (h) Investment Company. The Company is not, and is not an
         affiliate of, an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended.

                  (i) Form S-3 Eligibility. The Company is eligible to register
         the resale of the GW Securities acquired by the Purchasers under Form
         S-3 promulgated under the Securities Act.

                  (j) Patents and Trademarks. The Company has sufficient legal
         right, title, and interest in and to all patent, copyright, trade
         secret, trademark or other proprietary rights ("Intellectual Property")
         that it uses to conduct its business. To its knowledge, the conduct of
         the Company's business does not infringe or otherwise conflict with any
         rights of any person in respect of any Intellectual Property, and none
         of the Intellectual Property owned by the Company is being infringed
         upon by any other person. Except for letters claiming infringement of
         products that the Company receives from time to time in the ordinary
         course of business, none of which the Company believes are likely to
         have a Material Adverse Effect, no claim or demand of any person has
         been made nor is there any proceeding that is pending, or to the
         Company's knowledge threatened, which challenges the rights of the
         Company in respect of any Intellectual Property, or asserts that the
         Company is infringing or otherwise in conflict with, or is required to
         pay any royalty, license fee, charge or other amount with regard to,
         any Intellectual Property.

         2.2 Representations and Warranties of the Sellers. Each Seller hereby
makes the following representations and warranties to each Purchaser (and any
permitted assignee) as of the date hereof, and as of the Closing:

                  (a) Authorization; Enforcement. This Agreement has been duly
         authorized, executed and delivered by the Seller and, if he is married,
         his spouse, and such document constitutes a valid and binding
         obligation of the Seller, enforceable in accordance with its terms,
         subject to the Enforceability Exemptions.

                  (b) No Consents. No consent, approval, authorization or order
         of, or any filing or declaration with, any court or governmental agency
         or body is required in connection with the consummation by the Seller
         of the transactions on its part contemplated by this Agreement, except
         such as may be required under the Securities Act, or the rules and
         regulations promulgated thereunder, state securities or blue sky laws,
         and the by-laws and rules of the NYSE, all of which shall be timely
         made or obtained.

                  (c) No Conflicts. The execution, delivery and performance by
         the Seller of this Agreement and the consummation of the transactions
         contemplated hereby will not result in a breach or violation of, or
         constitute a default under (with or without notice or lapse of time),
         any stockholders agreement, voting trust agreement, registration rights
         agreement or other agreement or instrument to which Seller or any of
         his properties is bound or affected, and will not violate or conflict
         with any judgment, decree or order of any court

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         or other governmental agency or any law, rule or regulation applicable
         to the Seller, in each case such as would have a Material Adverse
         Effect as defined in Section 2.1(c)(y) and (z) (substituting "Seller"
         for "Company").

                  (d) Good and Marketable Title. As of the Closing, each Seller
         will have good and marketable title to his or its respective Seller
         Shares, free and clear of any liens, encumbrances, equities or claims,
         except for restrictions on transfer imposed by the securities laws.
         George Wallner owns his shares through Exoterium Partnership of which
         he beneficially owns 100%. Upon consummation of the Closing, each
         Purchaser will have good and marketable title to all Seller Shares
         purchased by such Purchaser, free and clear of all encumbrances,
         equities or claims created by or through the Sellers, except for the
         restrictions on transfer as to the shares owned by George Wallner (the
         "GW Securities") as described in Article III of this Agreement.

                  (e) Company Representations. To each Seller's knowledge the
         representations and warranties of the Company in Section 2.1, are true
         and correct.

                  (f) Representations relating to Paul Wallner. Paul Wallner
         represents and warrants that he is not, and has not been at any time
         during the three (3) month period preceding the execution of this
         Agreement, an affiliate of the Company, as defined under the federal
         securities laws. George Wallner and Paul Wallner each represent that
         they have not acted in concert for purposes of buying, selling or
         voting their shares of common stock of the Company (except that at the
         request of Roth Capital Partners, LLC, Paul Wallner is selling shares
         at the same time as George Wallner in this transaction), and that
         George Wallner does not serve as Paul Wallner's designee on the Board
         of Directors. Each Seller acknowledges that the Company will rely on
         these representations in removing the legends on Paul Wallner's shares
         as part of this transaction.

         2.3 Representations and Warranties of the Purchasers. Each Purchaser
hereby makes the following representations and warranties to each Seller and the
Company as of the date hereof, and as of the Closing.

                  (a) Organization. If an entity, Purchaser is duly organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its organization with full right, corporate,
         partnership or other power and authority to enter into and to
         consummate the transactions contemplated by this Agreement and
         otherwise to carry out its obligations thereunder.

                  (b) Authorization; Enforcement. Such Purchaser has the
         requisite power and authority to enter into and to consummate the
         transactions contemplated hereby and otherwise to carry out its
         obligations hereunder. The execution, delivery and performance by the
         Purchaser of the transactions contemplated by this Agreement has been
         duly authorized by all necessary action on the part of the Purchaser.
         This Agreement has been duly executed by the Purchaser, and constitutes
         the valid and legally binding obligation of the Purchaser, enforceable
         against it in accordance with its terms, except for the Enforceability
         Exceptions.




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<PAGE>
                  (c) Investment Intent. Such Purchaser understands that the GW
         Securities are "restricted securities" and have not been registered
         under the Securities Act or any applicable state securities law. Such
         Purchaser is acquiring the GW Securities as principal for its own
         account for investment purposes only and not with a view to or for
         distributing or reselling such GW Securities or any part thereof, has
         no present intention of distributing any of such GW Securities and has
         no arrangement or understanding with any other persons regarding this
         distribution of such Securities (provided, however, that this
         representation and warranty shall not be in any way limit such
         Purchaser's right to sell the GW Securities pursuant to any
         registration statement or otherwise in compliance with applicable
         federal and state securities laws).

                  (d) Purchaser Status. At the time Purchaser was offered the
         Securities it was, and at the date hereof it is, an Accredited Investor
         or a Qualified Institutional Buyer, as defined under the Securities
         Act. Such Purchaser is acquiring the Seller Shares hereunder in the
         ordinary course of its business.

                  (e) Experience of such Purchaser. Such Purchaser, either alone
         or together with its representatives, has such knowledge,
         sophistication and experience in business and financial matters so as
         to be capable of evaluating the merits and risks of the prospective
         investment in the Seller Shares, and has evaluated the merits and risks
         of such investment. Such Purchaser is able to bear the economic risk of
         an investment in the Seller Shares and is able to afford a complete
         loss of such investment.

                  (f) No General Solicitation. Such Purchaser is not purchasing
         the Seller Shares as a result of any advertisement, article, notice or
         other communication regarding the Seller Shares published in any
         newspaper, magazine or similar media or broadcast over television or
         radio or presented at any seminar or through any other general
         solicitation or general advertisement.

                  (g) No Short Positions. Such Purchaser (including its
         affiliates that are entities) does not hold a short position, directly
         or indirectly, in any shares of the Company's common stock.

                                  ARTICLE III.
                         OTHER AGREEMENTS OF THE PARTIES

         3.1 Transfer Restrictions.

                  (a) The Seller Shares may only be disposed of in compliance
         with state and federal securities laws. In connection with any transfer
         of GW Securities other than pursuant to an effective registration
         statement, to the Company, to an affiliate (as defined under the
         federal securities laws) of a Purchaser or in connection with a pledge
         as contemplated in Section 3.1(b), the Company may require the
         transferor thereof to provide to the Company an opinion of counsel
         selected by the transferor, the form and substance of which opinion
         shall be reasonably satisfactory to the Company, to the effect that
         such transfer does not require registration of such transferred GW
         Securities under the Securities Act. As a condition of transfer, any
         such transferee shall agree in writing


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         to be bound by the terms of this Agreement and shall have the rights of
         a Purchaser under this Agreement and the Registration Rights Agreement.

                  (b) (i) The Purchasers understand that so long as is required
         by this Section 3.1(b), a legend shall be placed on the GW Securities
         in the following form:

                  These securities have not been registered with the Securities
                  and Exchange Commission or the securities commission of any
                  state in reliance upon an exemption from registration under
                  the Securities Act of 1933, as amended, and, accordingly, may
                  not be offered or sold except pursuant to an effective
                  registration statement under the Securities Act or pursuant to
                  any available exemption from, or in a transaction not subject
                  to, the registration requirements of the Securities Act and in
                  accordance with applicable state securities laws as evidenced
                  by a legal opinion of counsel to the transferor to such
                  effect, the substance of which shall be reasonably acceptable
                  to the Company. These securities may be pledged in connection
                  with a bona fide margin account with a registered
                  broker-dealer or other loan with a financial institution that
                  is an accredited investor or qualified institutional buyer as
                  defined under the Securities Act.

                  (ii) The Company acknowledges and agrees that a Purchaser may
         from time to time pledge pursuant to a bona fide margin agreement with
         a registered broker-dealer or grant a security interest in some or all
         of the GW Securities to a financial institution that is an Accredited
         Investor or Qualified Institutional Buyer as defined under the
         Securities Act and, if required under the terms of such arrangement,
         such Purchaser may transfer pledged or secured GW Securities to the
         pledgees or secured parties. Such a pledge or transfer would not be
         subject to approval of the Company and no legal opinion of legal
         counsel of the pledge, secured party or pledgor shall be required in
         connection therewith. At the appropriate Purchaser's expense, the
         Company will execute and deliver such reasonable documentation as a
         pledge or secured party of GW Securities may reasonably request in
         connection with a pledge or transfer of the GW Securities.

                  (c) Certificates evidencing the GW Securities shall not
         contain any legend (including the legend set forth in Section 3.1(b)),
         (i) while a registration statement covering the resale of such security
         is effective under the Securities Act, or (ii) following any sale of
         such Securities pursuant to Rule 144, unless otherwise required by
         applicable law or (iii) if such Securities are eligible for sale under
         Rule 144(k), or (iv) if such legend is not required under applicable
         requirements of the Securities Act. The Company shall cause its counsel
         to issue a legal opinion to the Company's transfer agent to effect the
         removal of the legend hereunder. The Company agrees that at such time
         as the legend is no longer required under this Section 3.1(c), it will,
         no later than 7 trading days following the delivery by a Purchaser to
         the Company or the Company's transfer agent of a certificate
         representing shares of Company common stock issued with a restrictive
         legend (and such documents as the Company may reasonably request to
         permit a sale pursuant to Rule 144, if applicable), deliver or cause to
         be delivered to such Purchaser a certificate representing such shares
         that is free from all restrictive legends.




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         3.2 Lock-Up. In the event George Wallner does not, for whatever reason,
         sell all of the shares of common stock held by him to the Purchasers
         pursuant to this Agreement, for the twelve (12) month period following
         the Closing of the sale hereunder, George Wallner shall not, directly
         or indirectly, sell or loan to any person, or hedge, any shares of
         Company common stock (or securities convertible into the shares of such
         common stock) held by him after the date of the Closing, without the
         prior written consent of Roth Capital Partners, LLC.

         3.3 Ownership Reports; Press Release. The Sellers and Purchasers each
         agree to timely file any required reports under Sections 13 or 16 of
         the Exchange Act or otherwise relating to this transaction. The Company
         agrees to promptly issue a press release regarding the sale of Seller
         Shares (as well as its plans to implement a stock buyback program).
         Until the press release has been issued, each Purchaser acknowledges
         and agrees that this transaction and the potential stock buyback are
         confidential information of the Company, and that they may not use or
         disclose this information until released by the Company.

                                   ARTICLE IV.
                                  MISCELLANEOUS

         4.1 Fees and Expenses. Except as otherwise set forth in this Agreement,
each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Sellers shall pay all stamp and other taxes and duties
levied in connection with the sale of the Securities. Purchaser, Sellers, and
Roth Capital Partners, LLC, have each been represented by its own separate legal
counsel in its review and negotiation of this Agreement, which each acknowledge
is other than Snell & Wilmer L.L.P.

         4.2 Entire Agreement. This Agreement, together with the exhibits and
schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

         4.3 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 3:30 p.m. (Arizona time) on a trading day,
(b) the next trading day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a trading day or later than 3:30 p.m. (Arizona
time) on any trading day, (c) the trading day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as set forth on the signature pages
attached hereto.




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         4.4 Amendments; Waivers. No provision of this Agreement may be waived
or amended except in a written instrument signed, in the case of an amendment,
by a Seller, the Company and the Purchaser or, in the case of a waiver, by the
party against whom enforcement of any such waiver is sought. No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right.

         4.5 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the Delaware,
without regard to the principles of conflicts of law thereof.

         4.6 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile or email transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or
email signature page were an original thereof.

         4.7 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under this Agreement are several and not joint
with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under this Agreement. Nothing contained herein, and no action taken by
any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
this Agreement. Each Purchaser shall be entitled to independently protect and
enforce its rights, including without limitation, the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.

         4.8 Third Party Beneficiary. Roth Capital Partners, LLC is a third
party beneficiary of the Sellers', Purchaser's and Company's representation,
warranties, covenants and conditions hereunder.

         4.9 Limitation of Liability. Company acknowledges and agrees that any
liability of a Purchaser that is a registered investment company, arising
directly or indirectly under this Agreement, shall be satisfied solely out of
the assets of such Purchaser, and that no trustee, officer or holder of shares
of beneficial interest of such a Purchaser shall be personally liable for any
liabilities of the Purchaser. Any such Purchaser's Declaration of Trust
describes the responsibilities and liabilities of such parties.

                 [SIGNATURE PAGES OF SELLER AND COMPANY FOLLOWS]



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         IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                                        GEORGE R. WALLNER



                                        -------------------------------------
                                        George R. Wallner



                                        PAUL WALLNER



                                        -------------------------------------
                                        Paul Wallner



                                        HYPERCOM CORPORATION



                                        -------------------------------------
                                        By:
                                               ------------------------
                                        Title:
                                               ------------------------




                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE OF PURCHASERS FOLLOWS]




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         IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

                           [PURCHASER]

                           By:_________________________________
                               Name:
                               Title:

Number of Seller Shares to be acquired:     ________

Per Share Purchase Price for Seller Shares: $_______



                           Residence Address for Notice:

                           ___________________
                           c/o _______________
                           ___________________
                           ___________________
                           Telephone No.: (____) _____________
                           Facsimile No.: (____) _____________

With copies to:            ___________________
                           ___________________
                           ___________________
                           Facsimile No.:  (___) _____________
                           Attn:________________




                                     - 12 -
S

</TEXT>
</DOCUMENT>
