California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A
Appears in 3 contracts
Samples: Common Stock Purchase Agreement, Common Stock Purchase Agreement, Common Stock Purchase Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINEDOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. [THIS SPACE INTENTIONALLY LEFT BLANK] *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth aboveAS AMENDED. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A119
Appears in 2 contracts
Samples: And License Agreement (Five Prime Therapeutics Inc), And License Agreement (Five Prime Therapeutics Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print NamePRINT NAME) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT AA STOCK POWER FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto (“Transferee”) shares of the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. CS- whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint to transfer said stock on the books of the Company with full power of substitution in the premises. Date: HOLDER: (PRINT NAME) By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the Company, dated and the exhibits thereto. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement, Common Stock Purchase Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] OREXIGEN THERAPEUTICS, INC. By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: «Optionee» (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”)«Optionee», have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be by similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A«Optionee»
Appears in 2 contracts
Samples: Stock Option Agreement (Orexigen Therapeutics, Inc.), Stock Option Agreement (Orexigen Therapeutics, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. Response Telemedia, Inc. By: /s/ EXXXXX X. XXXX Title: President PURCHASER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PURCHASER’S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: [COMPANY NAME] By: EXXXXX X. XXXX /s/ EXXXXX X. XXXX (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: BXXXXXX XXXX XXXXX /s/ BXXXXXX XXXX XXXXX (Signature) Name: Title: Address: Email: ICUSIP No. 600000000 13D Page 42 of 50 Pages ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Contribution Agreement among Exxxxx X. Bxxx, ____________________Xxxxxxx Axxx Xxxxx and Response Telemedia, spouse of ____________________ Inc. (the “PurchaserCompany”)) dated November 23, have read and hereby approve the foregoing Common Stock Purchase Agreement 1999 (the “Agreement”). In consideration , Exxxxx X. Xxxx hereby assigns and transfers unto the Company Six Hundred Thirteen Thousand Nine Hundred (613,900) shares of the CompanyCommon Stock of New Frontier Media, Inc. (“NOOF”) standing in Exxxxx X. Xxxx’x name on the NOOF’s granting my spouse books and represented by Certificate No. , and does hereby irrevocably constitute and appoint to transfer said stock on the right to purchase the Shares as set forth books of NOOF with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: 11/23/99 Signature: /s/ EXXXXX X. XXXX ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Contribution Agreement among Exxxxx X. Bxxx, Xxxxxxx Axxx Xxxxx and Response Telemedia, Inc. .(the “Company”) dated November 23, 1999 (the “Agreement”), I Bxxxxxx Xxxx Xxxxx hereby agree assigns and transfers unto the Company Two Hundred Sixty-Three Thousand One Hundred (263,100) shares of the Common Stock of New Frontier Media, Inc. (“NOOF”) standing in Bxxxxxx Xxxx Xxxxx’x name on the NOOF’s books and represented by Certificate No. , and does hereby irrevocably constitute and appoint to be bound irrevocably by transfer said stock on the Agreement and further agree that any community property or other such interest that I may have books of NOOF with full power of substitution in the Shares shall hereby be similarly bound by the Agreementpremises. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the AgreementTHIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Spouse of Purchaser (if applicable) EXHIBIT ADated: 11/23/99 Signature: /s/ BXXXXXX XXXX WXXXX Xxxxxxx Axxx Xxxxx
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Early Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) PURCHASER By: (Signature) Name: TitleIF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF THE GRANT DATE OF SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx. ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer (the “Taxpayer”) hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in Taxpayer’s gross income, the amount of any compensation taxable to Taxpayer in connection with Taxpayer’s receipt of the property described below: AddressThe name, address, taxpayer identification number and taxable year of the undersigned are: EmailName of Taxpayer: I, [____________________, spouse _____] Name of Spouse (if applicable): [____________________ ______] Address: [_________________________] Taxpayer Identification No. of Taxpayer: See below Taxpayer Identification No. of Spouse (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser if applicable): See below (if applicable) EXHIBIT ATaxable Year for which this election is being made: [_________________________] The property which is the subject of this election is: [____________] shares of the Common Stock (the “Shares”) of Ouster, Inc., a Delaware corporation (the “Company”). The date on which the property was transferred is: [____________] The property is subject to the following restrictions: Repurchase option at cost in favor of the Company upon termination of Taxpayer’s service relationship. The fair market value of such property at the time of transfer is (determined without regard to any restriction other than a restriction which by its terms will never lapse): [____________]. The amount (if any) paid for such property: [____] Taxpayer is the person performing the services in connection with which the property was transferred. Taxpayer will: • file this election with the Internal Revenue Service office with which Taxpayer’s annual income tax return is filed not later than 30 days after the date of transfer of the property • furnish a copy of this election to the Company for whom the services were performed Dated: X TAXPAYER: TAXPAYER SPOUSE (IF APPLICABLE): X X (Signature) (Signature (if applicable)) X X
Appears in 1 contract
Samples: Exercise Agreement (Ouster, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] AKOUSTIS, INC. By: (Signature) Name: Title: AddressPURCHASER: Name: EXHIBIT A STOCK POWER FOR VALUE RECEIVED, the undersigned (“Holder”) hereby sells, assigns and transfers unto ________________ (“Transferee”) ___ shares of the Common Stock of Akoustis, Inc., a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. CS-__ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ______________________ __________ ______ United States PURCHASERto transfer said stock on the books of the Company with full power of substitution in the premises. Date: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT AHOLDER: By:
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Akoustis Technologies, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT NOTE HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT NOTE ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. The parties have executed this Common Stock Purchase Agreement SENIOR SECURED BRIDGE PROMISSORY NOTE as of the date first set forth noted above. THE COMPANY: [COMPANY NAME] NOCIMED, INC. By: (Signature) :_________________________ Name: Title: E-mail: Address: Signature Page for Senior Secured Bridge Promissory Note The parties have executed this SENIOR BRIDGE PROMISSORY NOTE as of the date first noted HOLDER (if an entity): Name of Holder: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, :____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorneyName: Title: E-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT Amail: Address:
Appears in 1 contract
Samples: Aclarion, Inc.
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINEDOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] In Witness Whereof, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The the parties hereto have executed this Common the Series B Preferred Stock Purchase Agreement as of the date first set forth abovein the first paragraph hereof. THE COMPANYCompany: [COMPANY NAME] Grouper Networks, Inc. By: (Signature) Name: Title: AddressIn Witness Whereof, the parties hereto have executed the Series B Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. Purchasers: DAG Ventures, L.P. By: DAG Ventures Management LLC, its General Partner By:__________________________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: IR. Xxxxxx Xxxxxxxx, ____________________Managing Director In Witness Whereof, spouse of ____________________ (“Purchaser”), the parties hereto have read and hereby approve executed the foregoing Common Series B Preferred Stock Purchase Agreement (the “Agreement”). In consideration as of the Company’s granting my spouse the right to purchase the Shares as date set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreementfirst paragraph hereof. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT APurchasers:
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] TENDEX, INC. By: (Signature) Name: Title: Address: :________________________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, :_____________________________ Address: PURCHASER: XXXXX HEALTHSYSTEM MEDICAL, spouse of INC. ___________________________________ (“Purchaser”)Signature) Address: RECEIPT ------- TENDEX, have read and INC. hereby approve acknowledges receipt of payment in the foregoing amount of $0.0003 given by XXXXX HEALTHSYSTEM MEDICAL, INC. as consideration for ------- Certificate No. _______ for 3 (Three) shares of Common Stock of TENDEX, INC.. Dated: ________________ TENDEX, INC. By:_______________________________ Title:____________________________ EXHIBIT D Chemdex Common Stock Purchase Agreement TENDEX, INC. COMMON STOCK PURCHASE AGREEMENT ------------------------------- This Common Stock Purchase Agreement (the “"Agreement”") is made as of --------- December _______, 1999 by and between Tendex, Inc., a Delaware corporation (the "Company"), and Chemdex Corporation ("Purchaser"). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A------- ---------
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] LEGION WORKS INC By: (Signature) Name: Xxxx Xxxxxxxxxxx Title: CEO Address: __________0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx, XX 00000 Xxxxxx Xxxxxx PURCHASER: Xxxx Xxxx (PRINT NAME) By: (Signature) Name: Xxxx Xxxx Title: President Address: Email: COMMON STOCK PURCHASE AGREEMENT OF LEGION WORKS INC I,__________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Legion Works, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT NOTE HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT NOTE ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. The parties have executed this Common Stock Purchase Agreement SENIOR SECURED BRIDGE PROMISSORY NOTE as of the date first set forth noted above. THE COMPANY: [COMPANY NAME] NOCIMED, INC. By: (Signature) Name: Title: E-mail: Address: Signature Page for Senior Secured Bridge Promissory Note The parties have executed this SENIOR BRIDGE PROMISSORY NOTE as of the date first noted above. HOLDER (if an entity): Name of Holder: By:________________________________ Name: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ E-mail: Address: HOLDER (“Purchaser”if an entity): Name of Xxxxxx: Xxxxxxx X. Xxxxxxxxx Signature: /s/ Xxxxxxx X. Xxxxxxxxx E-mail: xxxxxx00@xxxxx.xxx Address: 0000 Xxxx Xxxxxx Austin, TX 78731 Signature Page for Senior Secured Bridge Promissory Note INVESTOR SUITABILITY QUESTIONNAIRE SECURED CONVERTIBLE PROMISSORY NOTE FINANCING OF NOCIMED, INC. This Questionnaire is being distributed to certain individuals and entities which may be offered the opportunity to purchase secured convertible promissory notes (the "Securities") of NOCIMED, INC., a Delaware corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that all such offers and purchases will meet the standards imposed by the Securities Act of 1933, as amended (the "Act"), have read and hereby approve applicable state securities laws. All answers will be kept confidential. However, by signing this Questionnaire, the foregoing Common Stock Purchase Agreement (undersigned agrees that this information may be provided by the “Agreement”). In consideration of Company to its legal and financial advisors, and the Company’s granting my spouse Company and such advisors may rely on the right to purchase the Shares as information set forth in this Questionnaire for purposes of complying with all applicable securities laws and may present this Questionnaire to such parties as it reasonably deems appropriate if called upon to establish its compliance with such securities laws. The undersigned represents that the Agreement, I hereby agree information contained herein is complete and accurate and will notify the Company of any material change in any of such information prior to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have undersigned's investment in the Shares shall hereby be similarly bound by the AgreementCompany. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT AFOR INDIVIDUAL INVESTORS
Appears in 1 contract
Samples: Aclarion, Inc.
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR THEREFORE PRIOR TO THE SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.. EXHIBIT B TO STOCK OPTION GRANT NOTICE STOCK ASSIGNMENT [See instructions below] [Signature Page Follows] The parties have executed this FOR VALUE RECEIVED I, , hereby sell, assign and transfer unto the shares of the Common Stock Purchase Agreement as of Gossamer Bio, Inc. registered in my name on the books of said corporation represented by Certificate No. and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the date first set forth abovewithin named corporation with full power of substitution in the premises. THE COMPANYThis Assignment Separate from Certificate may be used only in accordance with the Restricted Stock Grant Notice and Restricted Stock Agreement between Gossamer Bio, Inc. and the undersigned dated . Dated: [COMPANY NAME] By, Signature: (Signature) Print Name: TitleINSTRUCTIONS: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: IPlease do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to enforce the Forfeiture Restriction, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Restricted Stock Grant Notice and Restricted Stock Agreement, I hereby agree without requiring additional signatures on the part of Recipient. EXHIBIT C TO RESTRICTED STOCK GRANT NOTICE CONSENT OF SPOUSE I, , spouse of , have read and approve the foregoing Restricted Stock Grant Notice and Restricted Stock Agreement dated , between my spouse and Gossamer Bio, Inc. In consideration of issuing to be bound irrevocably by my spouse the Agreement and further agree that any community property or other such interest that I may have shares of the Common Stock of Gossamer Bio, Inc. set forth in the Shares shall hereby be similarly bound by the Restricted Stock Grant Notice and Restricted Stock Agreement. , I hereby appoint my spouse as my attorney-in-fact with in respect to any amendment or the exercise or waiver of any rights under the Restricted Stock Grant Notice and Restricted Stock Agreement and agree to be bound by the provisions of the Restricted Stock Grant Notice and Restricted Stock Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the Restricted Stock Grant Notice and Restricted Stock Agreement. Spouse Dated: , Signature of Purchaser Spouse: FORM OF 83(B) ELECTION AND INSTRUCTIONS These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the shares of common stock of Gossamer Bio, Inc. transferred to you. Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation. The executed original of the Section 83(b) election must be filed with the Internal Revenue Service not later than 30 days after the date the shares were transferred to you. There is no remedy for failure to file on time. The steps outlined below should be followed to ensure the election is mailed and filed correctly and in a timely manner. If you make the Section 83(b) election, the election is irrevocable. Complete the Section 83(b) election form (attached as Attachment 1) and make four (4) copies of the signed election form. Your spouse, if any, should sign the Section 83(b) election form as well. Prepare the cover letter to the Internal Revenue Service (sample letter attached as Attachment 2). Send the cover letter with the originally executed Section 83(b) election form and one (1) copy via certified mail, return receipt requested to the Internal Revenue Service at the address of the Internal Revenue Service where you file your personal tax returns. We suggest that you have the package date-stamped at the post office. The post office will provide you with a certified receipt that includes a dated postmark. Enclose a self-addressed, stamped envelope so that the Internal Revenue Service may return a date-stamped copy to you. However, your postmarked receipt is your proof of having timely filed the Section 83(b) election if you do not receive confirmation from the Internal Revenue Service. One (1) copy must be sent to Gossamer Bio, Inc. for its records. Retain the Internal Revenue Service file stamped copy (when returned) for your records. Please consult your personal tax advisor for the address of the office of the Internal Revenue Service to which you should mail your election form. ATTACHMENT 1 ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(B) The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of shares (the “Shares”) of Common Stock of Gossamer Bio, Inc., a Delaware corporation (the “Company”). The name, address and taxpayer identification number of the undersigned taxpayer are: The name, address and taxpayer identification number of the Taxpayer’s spouse are (complete if applicable): Description of the property with respect to which the election is being made: shares of Common Stock of the Company. The date on which the property was transferred was . The taxable year to which this election relates is calendar year 2018. Nature of restrictions to which the property is subject: The Shares are subject to forfeiture upon the occurrence of certain events. This forfeiture restriction lapses based upon the continued performance of services by the taxpayer over time or upon performance conditions related to the issuer of the Shares. The fair market value at the time of transfer (determined without regard to any lapse restrictions, as defined in Treasury Regulation Section 1.83-3(i)) EXHIBIT Aof the Shares was $___ per Share. The amount paid by the taxpayer for the Shares was $0 per share. A copy of this statement has been furnished to the Company. Dated: Taxpayer Signature The undersigned spouse of Xxxxxxxx joins in this election. (Complete if applicable).
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINEDOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] In Witness Whereof, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The the parties hereto have executed this Common the Series D Preferred Stock Purchase Agreement as of the date first set forth abovein the first paragraph hereof. THE COMPANY: [COMPANY NAME] Veraz Networks, Inc. By: (/s/ Dxxx Xxxxxxx Dxxx Xxxxxxx, Chief Executive Officer Address: 900 Xxxx Xxx., Xxxxx 00 Xxx Xxxx, XX 00000 SERIES D PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. ECI Telecom Ltd. Signature) : /s/ Gxxxx Xxxxx Print Name: Gxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer SERIES D PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. STAR BAY TECHNOLOGY VENTURES IV, L.P. By Levensohn Capital Partners II LLC, its General Partner By Levensohn Venture Partners LLC its Managing Member By: /s/ Pxxxxx Xxxxxxxxx Print Name: Pxxxxx Xxxxxxxxx Title: Managing Member SERIES D PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. Battery Ventures V, L.P. By: Battery Partners V, LLC General Partner /s/ Mxxxxx X. Xxxxx Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: IMember Manager SERIES D PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE In Witness Whereof, ____________________, spouse of ____________________ (“Purchaser”), the parties hereto have read and hereby approve executed the foregoing Common Series D Preferred Stock Purchase Agreement (the “Agreement”). In consideration as of the Company’s granting my spouse the right to purchase the Shares as date set forth in the Agreementfirst paragraph hereof. Norwest Venture Partners VII-A, I hereby agree to be bound irrevocably by LP By: Itasca VC Partners VII-A, LLC, General Partner By /s/ Kxxx Xxxxxxx , CFO SERIES D PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement and further agree that any community property or other such interest that I may have as of the date set forth in the Shares shall hereby be similarly bound by first paragraph hereof. LMIA Coinvestment LLC Signature: /s/ Rxxxxx X. Xxxxx Print Name: Rxxxxx X. Xxxxx Title: Vice President SERIES D PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE In Witness Whereof, the Agreementparties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT AArgonaut Holdings By: Argonaut Private Equity LLC, its Manager Signature: /s/ Jxxxx Xxxxxx Print Name: Jxxxx Xxxxxx Title: Managing Director SERIES D PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE Table Of Contents Page
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Veraz Networks, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . SIGNATURE PAGE FOLLOWS The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. MOAI TECHNOLOGIES, INC. By: /s/ Xxxxxxxxxx Xxxxxxxx ------------------------------------------------ Xxxxxxxxxx Xxxxxxxx, Chief Technical Officer Address: 000 Xxxxxxxx Xxxxxx, Suite 2117 San Francisco, CA 94103 PURCHASER ACKNOWLEDGES AND AGREES THAT, SUBJECT TO THE EMPLOYMENT LETTER, THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: [COMPANY NAME] By: XXXX XXXXXXX /s/ Xxxx Xxxxxxx ---------------------------------------------------- (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER[ADDRESS] ------------------------------------------ ------------------------------------------ Vesting Commencement Date: (Print Name) By: (Signature) Name: Title: Address: Email: December 1, 1997 I, ____________________, spouse of ____________________ (“Purchaser”)Xxxx Xxxxxxx, have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse _____________________________________ Signature of spouse EXHIBIT A PROMISSORY NOTE --------------- $44,325.00 San Francisco, California December 9, 1997 For value received, the undersigned promises to pay Moai Technologies, Inc., a California corporation (the "Company"), at its principal office the ------- principal sum of $44,325.00 with interest from the date hereof at a rate of 6.10% per annum, compounded annually, on the unpaid balance of such principal sum. Such principal and interest shall be due and payable on the earlier of (a) such time as the Company's repurchase option with respect to the shares of the Company's Common Stock purchased by the undersigned with the principal amount of this Note has lapsed in its entirety and (b) ten (10) days following termination of the undersigned's employment relationship for any reason or no reason. Principal and interest are payable in lawful money of the United States of America. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT INTEREST OR PENALTY. Should suit be commenced to collect any sums due under this Note, such sum as the Court may deem reasonable shall be added hereto as attorneys' fees. The undersigned hereby waives presentment for payment, protest, notice of protest, and notice of nonpayment of this Note. This Note, which is full recourse, is secured by a pledge of certain shares of Common Stock of the Company and is subject to the terms of a Pledge and Security Agreement between the undersigned and the Company of even date herewith. /s/ Xxxx Xxxxxxx ---------------------------- Xxxx Xxxxxxx EXHIBIT B --------- PLEDGE AND SECURITY AGREEMENT ----------------------------- This Pledge and Security Agreement (this "Agreement") is entered into as of --------- December 9, 1997 between Moai Technologies, Inc., a California corporation (the "Company"), and Xxxx Xxxxxxx ("Purchaser"). ------- --------- RECITALS -------- In connection and simultaneously with Purchaser's purchase of certain shares of the Company's Common Stock (the "Shares") pursuant to a Common Stock ------ Purchase Agreement dated as of the date hereof between Purchaser and the Company, Purchaser is delivering a promissory note (if applicablethe "Note") EXHIBIT Ain full payment ---- of the purchase price for the Shares. The Company requires that the Note be secured by a pledge of the Shares on the terms set forth below.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Moai Technologies Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR THEREFORE PRIOR TO THE SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.. EXHIBIT B TO RESTRICTED STOCK GRANT NOTICE STOCK ASSIGNMENT [See instructions below] [Signature Page Follows] The parties have executed this FOR VALUE RECEIVED I, , hereby sell, assign and transfer unto the shares of the Common Stock Purchase Agreement as of Gossamer Bio, Inc. registered in my name on the books of said corporation represented by Certificate No. and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the date first set forth abovewithin named corporation with full power of substitution in the premises. THE COMPANYThis Assignment Separate from Certificate may be used only in accordance with the Restricted Stock Grant Notice and Restricted Stock Agreement between Gossamer Bio, Inc. and the undersigned dated . Dated: [COMPANY NAME] By, Signature: (Signature) Print Name: TitleINSTRUCTIONS: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: IPlease do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to enforce the Forfeiture Restriction, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Restricted Stock Grant Notice and Restricted Stock Agreement, I hereby agree without requiring additional signatures on the part of Recipient. EXHIBIT C TO RESTRICTED STOCK GRANT NOTICE CONSENT OF SPOUSE I, , spouse of , have read and approve the foregoing Restricted Stock Grant Notice and Restricted Stock Agreement dated , between my spouse and Gossamer Bio, Inc. In consideration of issuing to be bound irrevocably by my spouse the Agreement and further agree that any community property or other such interest that I may have shares of the Common Stock of Gossamer Bio, Inc. set forth in the Shares shall hereby be similarly bound by the Restricted Stock Grant Notice and Restricted Stock Agreement. , I hereby appoint my spouse as my attorney-in-fact with in respect to any amendment or the exercise or waiver of any rights under the Restricted Stock Grant Notice and Restricted Stock Agreement and agree to be bound by the provisions of the Restricted Stock Grant Notice and Restricted Stock Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the Restricted Stock Grant Notice and Restricted Stock Agreement. Spouse Dated: , Signature of Purchaser Spouse: FORM OF 83(B) ELECTION AND INSTRUCTIONS These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the shares of common stock of Gossamer Bio, Inc. transferred to you. Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation. The executed original of the Section 83(b) election must be filed with the Internal Revenue Service not later than 30 days after the date the shares were transferred to you. There is no remedy for failure to file on time. The steps outlined below should be followed to ensure the election is mailed and filed correctly and in a timely manner. If you make the Section 83(b) election, the election is irrevocable. Complete the Section 83(b) election form (attached as Attachment 1) and make four (4) copies of the signed election form. Your spouse, if any, should sign the Section 83(b) election form as well. Prepare the cover letter to the Internal Revenue Service (sample letter attached as Attachment 2). Send the cover letter with the originally executed Section 83(b) election form and one (1) copy via certified mail, return receipt requested to the Internal Revenue Service at the address of the Internal Revenue Service where you file your personal tax returns. We suggest that you have the package date-stamped at the post office. The post office will provide you with a certified receipt that includes a dated postmark. Enclose a self-addressed, stamped envelope so that the Internal Revenue Service may return a date-stamped copy to you. However, your postmarked receipt is your proof of having timely filed the Section 83(b) election if you do not receive confirmation from the Internal Revenue Service. One (1) copy must be sent to Gossamer Bio, Inc. for its records. Retain the Internal Revenue Service file stamped copy (when returned) for your records. Please consult your personal tax advisor for the address of the office of the Internal Revenue Service to which you should mail your election form. ATTACHMENT 1 ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(B) The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of shares (the “Shares”) of Common Stock of Gossamer Bio, Inc., a Delaware corporation (the “Company”). The name, address and taxpayer identification number of the undersigned taxpayer are: The name, address and taxpayer identification number of the Taxpayer’s spouse are (complete if applicable): Description of the property with respect to which the election is being made: shares of Common Stock of the Company. The date on which the property was transferred was . The taxable year to which this election relates is calendar year 2018. Nature of restrictions to which the property is subject: The Shares are subject to forfeiture upon the occurrence of certain events. This forfeiture restriction lapses based upon the continued performance of services by the taxpayer over time or upon performance conditions related to the issuer of the Shares. The fair market value at the time of transfer (determined without regard to any lapse restrictions, as defined in Treasury Regulation Section 1.83-3(i)) EXHIBIT Aof the Shares was $___ per Share. The amount paid by the taxpayer for the Shares was $0 per share. A copy of this statement has been furnished to the Company. Dated: Taxpayer Signature The undersigned spouse of Xxxxxxxx joins in this election. (Complete if applicable).
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] TENDEX, INC. By: (Signature) Name: Title: Address: :________________________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, :____________________, spouse of _________ Address: PURCHASER: CHEMDEX CORPORATION ___________________________________ (“Purchaser”)Signature) Address: RECEIPT ------- TENDEX, have read and INC. hereby approve acknowledges receipt of payment in the foregoing amount of $0.0001 given by CHEMDEX CORPORATION as consideration for Certificate ------- No. ______ for 1 (One) share of Common Stock of TENDEX, INC.. Dated: ________________ TENDEX, INC. By:___________________________ Title:________________________ EXHIBIT E Series A Stock Purchase Agreement (the “Agreement”)TENDEX, INC. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the AgreementSERIES A PREFERRED STOCK PURCHASE AGREEMENT December __, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A1999 TABLE OF CONTENTS
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE ----------------------------------- THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . The parties have Optionee has executed this Common Stock Purchase Agreement Notice as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: OPTIONEE ---------------------------------------- Signature ---------------------------------------- Printed Name I, ____________________, spouse of ____________________ (“Purchaser”)Optionee, have read and hereby approve this Notice, and the foregoing Common Stock Purchase Agreement (the “Option Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Option Agreement, I hereby agree to be irrevocably bound irrevocably by the Notice, the Option Agreement and the Plan and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreementbound. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT Asuch agreements.
Appears in 1 contract
Samples: Stock Option Agreement (Pilot Network Services Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . The parties have executed this Common Early Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] CONFLUENT, INC. By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print NameSIGNATURE) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT ATTACHMENT A
Appears in 1 contract
Samples: Exercise Agreement (Confluent, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common and Founders Preferred Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] BIRD RIDES, INC. By: /s/ Xxxxxx XxxxxxXxxxxx Xxxxxx XxxxxxXxxxxx Chief Executive Officer Address: PURCHASER: XXXXXX XXXXXXXXXXXX /s/ Xxxxxx XxxxxxXxxxxx (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: COMMON AND FOUNDERS PREFERRED STOCK PURCHASE AGREEMENT OF BIRD RIDES, INC. I, ____________________Xxxxxxxx XxxxxxXxxxxx, spouse of ____________________ Xxxxxx XxxxxxXxxxxx (“Purchaser”), have read and hereby approve the foregoing Common and Founders Preferred Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. /s/ SamanthaVanderZanden Spouse of Purchaser (if applicable) EXHIBIT AA STOCK POWER FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto (“Transferee”) shares of the Common Stock of Bird Rides, Inc., a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. UCS-1 whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: HOLDER: XXXXXX XXXXXXXXXXXX /s/ Xxxxxx XxxxxxXxxxxx (Signature) Address: Email: This Stock Power may only be used as authorized by the Common and Founders Preferred Stock Purchase Agreement between the Holder and the Company, dated and the exhibits thereto. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx. EXHIBIT B ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION The undersigned has entered into a stock purchase agreement with Bird Rides, Inc., a Delaware corporation (the “Company”), pursuant to which the undersigned is purchasing 33,750,000 shares of Common Stock of the Company (the “Shares”). In connection with the purchase of the Shares, the undersigned hereby represents as follows:
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Bird Global, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] LEGION WORKS INC By: (Signature) Name: Xxxx Xxxxxxxxxxx Title: CEO Address: ____________________ __________ ______ United States PURCHASER: Xxxxx Xxxxxxx (Print NamePRINT NAME) By: (Signature) Name: Xxxxx Xxxxxxx Title: Head of Ventures Address: Email: COMMON STOCK PURCHASE AGREEMENT OF LEGION WORKS INC I, ____________________Xxxx Xxxxxxx, spouse of ____________________ Xxxxx Xxxxxxx (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Legion Works, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Exercise Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] Expensify, Inc. By: Name: Xxxxx Xxxxxxx Title: President & CFO PURCHASER: ###EMPLOYEE_NAME### (Signature) Name: Title: Address: ###HOME_ADDRESS_AT_EXERCISE### I, ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”)###EMPLOYEE_NAME###, have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such similar interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser of###EMPLOYEE_NAME### (if applicable) EXHIBIT AATTACHMENT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Stock Purchase Agreement between the undersigned (“Purchaser”) and Expensify, Inc. (the “Company”) dated ###GRANT_DATE### (the “Agreement”), Purchaser hereby sells, assigns and transfers unto the Company _____________________ (_____) shares of the Common Stock of the Company, standing in Purchaser’s name on the books of the Company and represented by Certificate No. _________, and hereby irrevocably appoints Expensify, Inc. to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. Dated: Signature: ###EMPLOYEE_NAME### Spouse of ###EMPLOYEE_NAME### (if applicable) Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its Repurchase Option set forth in the Agreement without requiring additional signatures on the part of Purchaser. ATTACHMENT B ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION The undersigned (which term includes the undersigned’s spouse), a purchaser of ____________ shares of Common Stock of Expensify, Inc., a Delaware corporation (the “Company”) by exercise of an option (the “Option”) granted pursuant to the Company’s 2019 Stock Plan (the “Plan”), hereby states as follows:
Appears in 1 contract
Samples: Stock Plan (Expensify, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINEDOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. In Witness Whereof, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The the parties hereto have executed this Common Stock Purchase Investment Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreementfirst paragraph hereof. Company: Tivo Inc. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President and Chief Executive Officer In Witness Whereof, I hereby agree to be bound irrevocably by the parties hereto have executed this Investment Agreement and further agree that any community property or other such interest that I may have as of the date set forth in the Shares shall hereby be similarly bound by first paragraph hereof. Purchaser: America Online, Inc. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President, Business Affairs INDEX OF EXHIBITS Amended and Restated Certificate of Incorporation Exhibit A Form of Warrant Exhibit B Form of Warrant Exhibit C Form of Warrant Exhibit D Form of Warrant Exhibit E Form of Escrow Agreement Exhibit F By-laws of the Agreement. I hereby appoint my spouse as my attorneyCompany Exhibit G EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EXHIBIT B FORM OF WARRANT EXHIBIT C FORM OF WARRANT EXHIBIT D FORM OF WARRANT EXHIBIT E FORM OF WARRANT EXHIBIT F FORM OF ESCROW AGREEMENT EXHIBIT G BY-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT ALAWS OF THE COMPANY Table Of Contents Page
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] SIMPLEX SOLUTIONS, INC. By: /s/ [SIGNATURE ILLEGIBLE] --------------------------------- Title: President & CEO ------------------------------ Address: 521 Almanor Avenue Sunnyxxxx, XX 00000-0000 XXXXXXXXX: LUIS BUHLER /s/ LUIS BXXXXX ------------------------------------ (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I21908 Almaden Ave. Cupxxxxxx, XX 00000 X, ____________________, spouse of ____________________ (“Purchaser”), have read xxxxxx xx Xxxx Xxxxxx, xxxx xxad and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration Ix xxxxxxxxxtion of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such similar interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. N/A ------------------------------------ Spouse of Luis Buhler EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated March 30, 1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company _____________(_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _________, and does hereby irrevocably constitute and appoint ___________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ----------------------------- Signature: /s/ LUIS BUHLER ------------------------------------- Luis Buhler N/A ------------------------------------- Spouse of Luis Buhler (if applicable) EXHIBIT AInstruction: Please do not fill in anx xxxxxx xxher than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . The parties have executed this Common Restricted Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] CALLED HIGHER STUDIOS, INC. By: (Signature) Name/s/ Xxxxx Xxxxx Xxxxx Xxxxx, CEO 0000 Xxxxx Xxxxx Xing, Franklin TN 37064 PURCHASER: TitleASH GREYSON By: /s/ Ash Greyson Ash Greyson Purchaser Address: EXHIBIT A STOCK POWER FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement between the undersigned (“Purchaser”) and Called Higher Studios, Inc., a Delaware corporation (the “Company”), dated July 26th, 2019 (the “Agreement”), Purchaser hereby sells, assigns and transfers unto the Company ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve ________) shares of the foregoing Common Stock Purchase Agreement (of the “Agreement”)Company standing in Purchaser’s name on the Company’s books and represented by Certificate No. In consideration _____ or referenced in a notice of issuance and/or held in uncertificated form in the Purchaser’s Name on the books of the Company’s granting my spouse , and does hereby irrevocably constitute and appoint Xxxxx Xxxxx, Corporate Secretary, to transfer said stock on the right books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated:_____________________ PURCHASER: ASH GREYSON By: /s/ Ash Greyson Ash Greyson Instructions: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to purchase enable the Shares as Company to exercise its repurchase option set forth in the AgreementAgreement without requiring additional signatures on the part of Purchaser. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, I THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAVE PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See <xxx.xxx.xxx> EXHIBIT B ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer (the “Taxpayer”) hereby agree elects, pursuant to be bound irrevocably by Section 83(b) of the Agreement and further agree that any community property or other such interest that I may have Internal Revenue Code, to include in Taxpayer’s gross income, the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver amount of any rights under compensation taxable to Taxpayer in connection with Taxpayer’s receipt of the Agreement. Spouse of Purchaser (if applicable) EXHIBIT Aproperty described below:
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Called Higher Studios, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINEDOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.. In Witness Whereof, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The the parties hereto have executed this Common the Series C Preferred Stock Purchase Agreement as of the date first set forth abovein the first paragraph hereof. THE COMPANY: [COMPANY NAME] NexVerse Networks, Inc. By: (/s/ Axxx Xxxxxx Axxx Xxxxxx, Chief Executive Officer Address: 900 Xxxx Xxx. Xxx Xxxx, XX 00000 SERIES C PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE In Witness Whereof, the parties hereto have executed the Series C Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. ECI Telecom , Ltd. Signature) : /s/ Illegible Print Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: ISERIES C PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE In Witness Whereof, ____________________, spouse of ____________________ (“Purchaser”), the parties hereto have read and hereby approve executed the foregoing Common Series C Preferred Stock Purchase Agreement (the “Agreement”). In consideration as of the Company’s granting my spouse the right to purchase the Shares as date set forth in the Agreementfirst paragraph hereof. Star Bay Technology Ventures IV, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser L.P. By Levensohn Capital Partners II LLC, its General Partner By Levensohn Capital Management, LLC its Managing Member By: /s/Pxxxxx Xxxxxxxxx Pxxxxx Xxxxxxxxx, President Star Bay Partners, L.P. (if applicableRollover Fund) EXHIBIT ABy APH Capital Management LLC, its General Partner By Levensohn Capital Management, LLC its Managing Member By: /s/ Pxxxxx Xxxxxxxxx Pxxxxx Xxxxxxxxx, President Star Bay Associates Fund, L.P. By Levensohn Capital Management, LLC its General Partner By: /s/ Pxxxxx Xxxxxxxxx Pxxxxx Xxxxxxxxx, President
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Veraz Networks, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. XXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxx ------------------------- Name: Xxxxx X. Xxxxx Title: President Address: 000 Xxxxxx Xxx Xxxxxxxxx, XX 00000-0000 PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States . PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”)WITH OR WITHOUT CAUSE. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT APURCHASER:
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Petopia Com Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . The parties have executed this Common Restricted Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] CALLED HIGHER STUDIOS, INC. By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, CEO 0000 Xxxxx Xxxxx Xing, Franklin TN 37064 PURCHASER: GLOBAL DEVELOPMENT ALPHA, LLC By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx 0000 Xxxxx Xxxxx Xing, Franklin TN 37064 EXHIBIT A STOCK POWER FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement between the undersigned (Signature“Purchaser”) Name: Title: Address: and Called Higher Studios, Inc., a Delaware corporation (the “Company”), dated July 25, 2019 (the “Agreement”), Purchaser hereby sells, assigns and transfers unto the Company ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve ________) shares of the foregoing Common Stock Purchase Agreement (of the “Agreement”)Company standing in Purchaser’s name on the Company’s books and represented by Certificate No. In consideration _____ or referenced in a notice of issuance and/or held in uncertificated form in the Purchaser’s Name on the books of the Company’s granting my spouse , and does hereby irrevocably constitute and appoint Xxxxx Xxxxx, Corporate Secretary, to transfer said stock on the right to purchase books of the Shares as set forth Company with full power of substitution in the Agreementpremises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: PURCHASER: GLOBAL DEVELOPMENT ALPHA, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT ALLC By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx 0000 Xxxxx Xxxxx Xing, Franklin TN 37064
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Called Higher Studios, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF ISSUANCE.OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. FINDMAIL COMMUNICATIONS, INC. By: --------------------------------- Title: ------------------------------ Address: 961 Xxxxxx Xxxxxx San Francisco, CA 94131 PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: [COMPANY NAME] By: SCOTX XXXXXX ------------------------------------ (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. PACIFIC DIGITAL MEDIA, INC. By: /s/ Xxxxxxx Xxxx -------------------------------- Title: Chairman of Board ----------------------------- Address: 000 Xxxxx Xxxxxx Mountain View, CA 94043 PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: [COMPANY NAME] By: XXXXXXX X. XXXX /s/ Xxxxxxx Xxxx ------------------------------- (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASERVesting Commencement Date: (Print Name) By: (Signature) Name: Title: Address: Email: August 1, 1997 I, ____________________Xxxxx X. Xxxx, spouse of ____________________ (“Purchaser”)Xxxxxxx X. Xxxx, have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A.
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . The parties have executed this Common Stock Purchase Exercise Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] OUSTER, INC. By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print NamePRINT NAME) By: (Signature) Name: Title: Address: Email: IExhibit B OUSTER, ____________________INC. AMENDED AND RESTATED 2015 STOCK PLAN EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT This Early Exercise Notice and Restricted Stock Purchase Agreement (this “Agreement”) is made as of [ ● ] by and between Ouster, spouse of ____________________ Inc., a Delaware corporation (the “Company”), and [ ● ] (“Purchaser”), have read ) pursuant to the Company’s Amended and hereby approve the foregoing Common Restated 2015 Stock Purchase Agreement Plan (the “AgreementPlan”), which is attached to and made a part of this Agreement. In consideration of Unless otherwise defined in this Agreement, the Company’s granting my spouse terms used in this Agreement shall have the right meaning given to purchase the Shares as set forth them in the Agreement, I hereby agree to be bound irrevocably by Plan and the Option Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse (as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT Adefined below).
Appears in 1 contract
Samples: Exercise Agreement (Ouster, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] EGROUPS, INC. By: -------------------------------------- Marjxxxx Xxxxxxx, Xxief Financial Officer Address: 350 Xxxxxxx Xxxxxx San Francisco, CA 94107 PURCHASER: ----------------------------------------- (Signature) Name: Title: Address: <> I, ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”)<>, have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such similar interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. ---------------------------------------- Spouse of Purchaser (if applicable) EXHIBIT Aof<>
Appears in 1 contract
Samples: Notice and Restricted Stock Purchase Agreement (Egroups Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT NOTE HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT NOTE ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. [Signature Insert Page Follows] Number]. The parties have executed this Common Stock Purchase Agreement PROMISSORY NOTE as of the date first set forth noted above. THE COMPANY: [COMPANY NAME] AUTOLOTTO, INC. By: (Signature) /s/ Mxxxxxx Xxxxxxxxx Name: Mxxxxxx Xxxxxxxxx Title:President E-mail: mxxx@xxxxxxx.xxx Address: ____________________ __________ ______ United States PURCHASER5000X Xxxxxxx Xxxxxxx Xxxx #0000 San Francisco, CA 94131 COMPANY: (Print Name) AUTOLOTTO, INC. By: (Signature) /s/ Lxxxxxxx XxXxxxxx Name: Lxxxxxxx X. XxXxxxxx Title:Chief Executive Officer E-mail: txxx@xxxxxxx.xxx Address: Email: I5000X Xxxxxxx Xxxxxxx Xxxx #0000 San Francisco, ____________________CA 94131 SIGNATURE PAGE TO AUTOLOTTO, spouse of ____________________ (“Purchaser”), INC. PROMISSORY NOTE The parties have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration executed this PROMISSORY NOTE as of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreementdate first noted above. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser HOLDER (if applicable) EXHIBIT Aan entity): Name of Holder: Blockchain Industries, Inc. By: /s/ Pxxxxxx Xxxxxxxx Name: Pxxxxxx Xxxxxxxx Title:Chairman/CEO
Appears in 1 contract
Samples: Blockchain Industries, Inc.
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF REPRESENTED BY THIS AGREEMENT HAS WARRANT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . THIS SECTION SHALL HAVE NO EFFECT UNLESS THE SALE OF SECURITIES CONTEMPLATED IN THIS AGREEMENT IS SUBJECT TO SECTION 25110 OF THE CALIFORNIA CORPORATIONS CODE. [Signature Page Follows] The parties have executed this Common Stock Company: Registered Holder: [[NAME OF WARRANT SECURITIES]] WARRANT EXHIBIT A PURCHASE/EXERCISE FORM To: [[Company Name]] Dated: The undersigned, pursuant to the provisions set forth in the Warrant issued by [[Company Name]], a [[Company State of Organization]] [[Company Entity Type]] (the “Company”) to , a and dated as of , hereby irrevocably elects to (a) purchase shares of the capital stock covered by such Warrant (the “Warrant Stock”) and herewith makes payment of , representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) exercise such Warrant for shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 2(c) of such Warrant. The undersigned acknowledges that it has reviewed the representations and warranties of the Registered Holder set forth in the Purchase Agreement (as of defined in the date first Warrant) and by its signature below hereby makes such representations and warranties to the Company. Defined terms contained in such representations and warranties shall have the meanings assigned to them in the Purchase Agreement, provided that the term “Purchaser” shall refer to the undersigned and the term “Securities” shall refer to the Warrant Stock (and any securities issued by the Company upon conversion or exchange thereof). The undersigned further acknowledges that it has reviewed the transfer restrictions set forth abovein the Purchase Agreement (including the Company Right of First Refusal and the Lockup Agreement) and agrees to be bound by such provisions. ACKNOWLEDGED AND AGREED TO BY THE COMPANY: [COMPANY NAME] ByHOLDER: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print NameHolder) By: (Signature) Name: Title: Address: Email: I[[NAME OF WARRANT SECURITIES]] WARRANT EXHIBIT B ASSIGNMENT FORM FOR VALUE RECEIVED, ____________________hereby sells, spouse of ____________________ (“Purchaser”), have read assigns and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration transfers all of the Company’s granting my spouse rights of the right to purchase undersigned under the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact attached Warrant with respect to any amendment or exercise or waiver the number of any rights under the Agreementshares of capital stock covered thereby set forth below, unto: Name of Assignee Address/Facsimile Number No. Spouse of Purchaser Shares ACKNOWLEDGED AND AGREED TO BY THE HOLDER: (if applicableHolder) EXHIBIT ABy: (Signature) Name: Title: Address: Email: [[Company Name]] Wire Instructions Name of Company Bank: [[Name of Company Bank]] Company Bank Account Number: [[Company Bank Account Number]] ABA Routing Number: [[ABA Routing Number of Company Bank]]
Appears in 1 contract
Samples: Warrant Purchase Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT FINANCIAL PROTECTION AND INNOVATION OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Restricted Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ______________________________ _______________________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Restricted Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] LEGION WORKS INC By: (Signature) Name: Xxxx Xxxxxxxxxxx Title: CEO Address: _________0000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Xxxxxx Xxxxxx PURCHASER: Keiran Xxxxxxxx (PRINT NAME) By: (Signature) Name: Keiran Xxxxxxxx Title: Head of Products Address: Email: COMMON STOCK PURCHASE AGREEMENT OF LEGION WORKS INC I, Xxxxxxxx Xxxxxxxx, spouse of Keiran Xxxxxxxx (“Purchaser”), have read ___________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Legion Works, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Exercise Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] Expensify, Inc. By: (Signaturesignature) Name: Xxxxx Xxxxxxx Title: President/CEO Address: PURCHASER: ###EMPLOYEE_NAME### (signature) Address: ###HOME_ADDRESS_AT_EXERCISE### I, ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”)###EMPLOYEE_NAME###, have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be by similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A.
Appears in 1 contract
Samples: Exercise Agreement (Expensify, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Restricted Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Restricted Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . THIS SECTION SHALL HAVE NO EFFECT UNLESS THE SALE OF SECURITIES CONTEMPLATED IN THIS AGREEMENT IS SUBJECT TO SECTION 25110 OF THE CALIFORNIA CORPORATIONS CODE. [Signature Page Follows] The parties have executed this Common Company: [[Company Signature Block]] Purchaser: [[Investor Signature Block]] WARRANT PURCHASE AGREEMENT EXHIBIT A FORM OF [[NAME OF WARRANT SECURITIES]] WARRANT THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES REFERENCED HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE [[COMPANY NAME]] [[NAME OF WARRANT SECURITIES]] WARRANT Holder Number of Shares of Warrant Stock shares of [[Name of Warrant Securities]] (subject to adjustment) Purchase Price per share Issuance Date of Warrant Void After 5:00 p.m., California local time, on the 10 year anniversary of the Issuance Date of Warrant [[Company Name]], a [[Company State of Organization]] [[Company Entity Type]] (the “Company”), for value received, hereby certifies that the Holder named above, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 6) shares of [[Name of Warrant Securities]] of the Company (the “Warrant Stock”) at a price of per share (subject to adjustment as provided herein) (the “Purchase Price”). This Warrant is issued pursuant to, and is subject to the terms and conditions of, the Warrant Purchase Agreement by and between the Company and the Registered Holder dated as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: hereof (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (the “PurchaserPurchase Agreement”), have read including the including the terms and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration conditions of the Company’s granting my spouse limitations on transfer of this Warrant and the right to purchase the Shares as securities issuable upon exercise of this Warrant set forth in Section 3 of the Purchase Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A.
Appears in 1 contract
Samples: Warrant Purchase Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Contingent Exercise Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] EXPENSIFY, INC. By: (Signaturesignature) Name: Title: Address: PURCHASER: (signature) Address: I, ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be by similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A)
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. FINDMAIL COMMUNICATIONS, INC. By: ------------------------------------ Title: --------------------------------- Address: 961 Xxxxxx Xxxxxx San Francisco, CA 94131 PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States . PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”)WITH OR WITHOUT CAUSE. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT APURCHASER:
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. PREVIEW SYSTEMS, INC. By: /s/ Xxxxxxx Xxxxxxxxx ------------------------------------- Title: CEO Address: 0000 Xxxxx XxXxxx Xxxx. Xxxxx 000 Xxxxxxxxx, XX 00000 PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: [COMPANY NAME] By: XXXXXXX XXXXXXXXX /s/ Xxxxxxx Xxxxxxxxx ---------------------------------------- (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER00 Xxxxxxx Xxxx Xxxxxxxx, CA 94027 Vesting Commencement Date: (Print Name) By: (Signature) Name: Title: Address: Email: May 5, 1999 I, ____________________Xxxxxxxx X. Xxxxxxx, spouse of ____________________ (“Purchaser”)Xxxxxxx Xxxxxxxxx, have read and hereby ------------------- approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such similar interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-in- fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse /s/ Xxxxxxxx X. Xxxxxxx ------------------------------ ______________________________ EXHIBIT A -------- PROMISSORY NOTE --------------- $812,475.00 Cupertino, California July ___, 1999 For value received, the undersigned promises to pay Preview Systems, Inc., a Delaware corporation (the "Company"), at its principal office the principal ------- sum of $812,475.00 with interest from the date hereof at a rate of 5.32% per annum, compounded semiannually, on the unpaid balance of such principal sum. Such principal and interest shall be due and payable on July ___, 2002. If the undersigned's employment or consulting relationship with the Company is terminated prior to payment in full of this Note, this Note shall be immediately due and payable. Principal and interest are payable in lawful money of the United States of America. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT INTEREST OR PENALTY. Should suit be commenced to collect any sums due under this Note, such sum as the Court may deem reasonable shall be added hereto as attorneys' fees. The makers and endorsers have severally waived presentment for payment, protest, notice of protest, and notice of nonpayment of this Note. This Note, which is full recourse, is secured by a pledge of certain shares of Common Stock of the Company and is subject to the terms of a Pledge and Security Agreement between the undersigned and the Company of even date herewith. _____________________________________________ Xxxxxxx Xxxxxxxxx EXHIBIT B --------- PLEDGE AND SECURITY AGREEMENT ----------------------------- This Pledge and Security Agreement (the "Agreement") is entered into this --------- _____ day of July by and between Preview Systems, Inc., a Delaware corporation (the "Company") and Xxxxxxx Xxxxxxxxx ("Purchaser"). ------- --------- RECITALS -------- In connection with Purchaser's purchase of certain shares of the Company's Common Stock (the "Shares") pursuant to a Common Stock Purchase Agreement dated ------ July ___, 1999 between Purchaser and the Company, Purchaser is delivering a promissory note of even date herewith (if applicablethe "Note") EXHIBIT Ain full or partial payment of ---- the exercise price for the Shares. The company requires that the Note be secured by a pledge of the Shares on the terms set forth below.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Preview Systems Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] PETS.XXX By: /s/ Julix Xxxxxxxxxx --------------------------------- Title: CEO ------------------------------ Address: 12 Boardwalki ------------------------------------ Larkxxxx, XX 00000 ------------------------------------ PURCHASER: JULIX XXXXXXXXXX /s/ Julix Xxxxxxxxxx ------------------------------------ (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER12 Boardwalki ------------------------------------ Larkxxxx, XX 00000 ------------------------------------ Vesting Commencement Date: (Print Name) By: (Signature) Name: Title: Address: Email: March 10, 1999 I, ____________________Davix Xxxxx, spouse xxouse of ____________________ (“Purchaser”)Julix Xxxxxxxxxx, have xxve read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such similar interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. /s/ Davix Xxxxx ------------------------------------ Spouse of Julix Xxxxxxxxxx ATTACHMENT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Pledge and Security Agreement between the undersigned ("Purchaser") and Pets.xxx, xxted _____________, (the "Agreement"), Purchaser hereby sells, assigns and transfers unto _______________________________ (________) shares of the Common Stock of Pets.xxx, xxanding in Purchaser's name on the books of said corporation represented by Certificate No. ___ herewith and hereby irrevocably appoints ____________________________ to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT. Dated: ____________ Signature: /s/ Julix Xxxxxxxxxx ------------------------------------ Julix Xxxxxxxxxx /s/ Davix Xxxxx ------------------------------------ Spouse of Julix Xxxxxxxxxx (if applicable) Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to perfect the security interest of the Company pursuant to the Agreement. EXHIBIT AB ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION The undersigned (which term includes the undersigned's spouse), a purchaser of 1,257,633 shares of Common Stock of Pets.xxx, x California corporation (the "Company") by exercise of stock purchase right (the "Right") granted pursuant to the Company's 1999 Stock Plan (the "Plan"), hereby states as follows:
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Stock Purchase Exercise Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print NamePRINT NAME) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT A.
Appears in 1 contract
Samples: Exercise Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINEDOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. In Witness Whereof, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The the parties hereto have executed this Common Series C Preferred Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreementfirst paragraph hereof. Company: Purchasers: Blue Martini Software, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser Inc. By: /s/ Xxxxx Xxxxxx By: /s/ All Series C Investors ----------------------------- -------------------------------- President EXHIBIT A SCHEDULE OF PURCHASERS NAME AND ADDRESS ------------------------------------ XX XX Technology (if applicableACT II) EXHIBIT AB.V. c/x Xxxxxxxx Consulting 0000 Xxxx Xxxx Xxxx Xxxx Xxxx, XX 00000 Attn: Chief Financial Officer Matrix Partners V, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxxxxx Matrix V Entrepreneurs Fund, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxxxxx U.S. Venture Partners VI, L.P. Attn: Chief Financial Officer 0000 Xxxx Xxxx Xxxx, #000 Xxxxx Xxxx, XX 00000 USVP VI Entrepreneur Partners, L.P. Attn: Chief Financial Officer 0000 Xxxx Xxxx Xxxx, #000 Xxxxx Xxxx, XX 00000 Xxxxxx Family Revocable Trust Dated October 17, 1997
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Blue Martini Software Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Restricted Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: EQUITY PORTAL INC. E-signed using Clerky (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Nameb44d34ae77911a46fb2f41cd2c2087b8) By: Xxxxxxxx Xxxxxx-Xxxxx Xxxxxxxx Xxxxxx-Xxxxx, CEO 000 Xxxx 0xx Xxxxxx, 0X, Xxx Xxxx, XX 00000 PURCHASER: XXXXX XXXXXXXX-XXXXX E-signed using Clerky (Signaturebede71ae022fd64a7f379e78c4d227b3) Name: Title: Address: Email: Xxxxx Xxxxxxxx-Xxxxx 000 Xxxx 0xx Xxxxxx, 0X, Xxx Xxxx, XX 00000 I, ____________________[[Spouse Name]], spouse of ____________________ Xxxxx Xxxxxxxx-Xxxxx (“Purchaser”), have read and hereby approve the foregoing Common Restricted Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. SPOUSE OF PURCHASER (IF APPLICABLE): [[Spouse Signature Block]] EXHIBIT A STOCK POWER FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement between the undersigned (“Purchaser”) and Equity Portal Inc., a Delaware corporation (the “Company”), dated February 24, 2020 (the “Agreement”), Purchaser hereby sells, assigns and transfers unto the Company ( ) shares of Purchaser the Common Stock of the Company standing in Purchaser’s name on the Company’s books and represented by Certificate No. or referenced in a notice of issuance and/or held in uncertificated form in the Purchaser’s Name on the books of the Company, and does hereby irrevocably constitute and appoint Xxxxxxxx Xxxxxx-Xxxxx, Corporate Secretary, to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: PURCHASER: XXXXX XXXXXXXX-XXXXX E-signed using Clerky (if applicablebede71ae022fd64a7f379e78c4d227b3) Xxxxx Xxxxxxxx-Xxxxx 000 Xxxx 0xx Xxxxxx, 0X, Xxx Xxxx, XX 00000 SPOUSE OF PURCHASER (IF APPLICABLE): [[Spouse Signature Block]] Instructions: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT AB. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAVE PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See <xxx.xxx.xxx> EXHIBIT B ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer (the “Taxpayer”) hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in Taxpayer’s gross income, the amount of any compensation taxable to Taxpayer in connection with Taxpayer’s receipt of the property described below:
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print NamePRINT NAME) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT AA STOCK POWER FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto (“Transferee”) shares of the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. CS- whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint to transfer said stock on the books of the Company with full power of substitution in the premises. Date: HOLDER: (PRINT NAME) By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Restricted Stock Purchase Agreement between the Holder and the Company, dated and the exhibits thereto. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] NIKU CORPORATION By: ------------------------------------- Title: ---------------------------------- Address: ---------------------------------------- ---------------------------------------- PURCHASER: JOHN XXXXXXXX ---------------------------------------- (Signature) Name: Title: Address: ---------------------------------------- ---------------------------------------- Vesting Commencement Date: February 21, 2000 I, ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”)John Xxxxxxxx, have xxve read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such similar interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. ---------------------------------------- Spouse of John Xxxxxxxx EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and Niku Corporation (the "Company") dated February 25, 2000 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company _________________________________ (if ________) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. ____, and hereby irrevocably constitutes and appoints ________________________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ------------------------- Signature: ---------------------------------------- John Xxxxxxxx ---------------------------------------- Spouse of John Xxxxxxxx (xx applicable) INSTRUCTION: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser. EXHIBIT AB ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION The undersigned (which term includes the undersigned's spouse), a purchaser of 200,000 shares of Common Stock of Niku Corporation, a Delaware corporation (the "Company") by exercise of stock purchase right (the "Shares") granted to the undersigned, hereby states as follows:
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] . The parties have executed this Common Stock Purchase Exercise Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] CONFLUENT, INC. By: (Signature) Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print NameSIGNATURE) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser (if applicable) EXHIBIT ACONFLUENT, INC.
Appears in 1 contract
Samples: Exercise Agreement (Confluent, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. THE COMPANY: [COMPANY NAME] UNITED SOFTWARE, INC. By: --------------------------------------- Title: ------------------------------------- PURCHASER: ____________________________________________ (Signature) Name: Title: Address: ____________________________________________ __________ ___________________________________ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ________________________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. ____________________________________________ Spouse of Purchaser (if applicable) EXHIBIT Aof
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Peregrine Systems Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] . [Signature Page Follows] The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. XXXXXXX.XXX, INC. By: /s/ Xxxxxx X. Xxxxxxx --------------------------- Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Address: 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000-0000 PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: [COMPANY NAME] By: /s/ Xxxxx Xxxxx ------------------------------ (Signature) Name: Title: Xxxxx Xxxxx Address: Vesting Commencement Date: April 15, 1999 I, ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), Xxxxx Xxxxx have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. ______________________________ SIGNATURE PAGE OF RESTRICTED STOCK PURCHASE AGREEMENT ----------------------------------------------------- Spouse of Purchaser (if applicable) EXHIBIT APurchaser
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Petopia Com Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT NOTE HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT NOTE ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. The parties have executed this Common Stock Purchase Agreement CONVERTIBLE PROMISSORY NOTE as of the date first set forth noted above. THE COMPANY: [COMPANY NAME] PULMONX CORPORATION By: // Name: Xxxxxxx X Xxxxxx Title: President and Chief Executive Officer Address: 000 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxx, XX 00000 PULMONX COPRORATION CONVERTIBLE PROMISSORY NOTE The parties have executed this CONVERTIBLE PROMISSORY NOTE as of the date first noted above. HOLDER (Signature) if an entity): Name of Holder: By: Name: Title: Address: ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: TitleE-mail: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”), have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. Spouse of Purchaser HOLDER (if applicable) EXHIBIT Aan individual): Name of Holder: Signature: E-mail: Address: PULMONX COPRORATION
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] [Signature Page Follows] The . By signing below, the parties have executed hereby agree that this Common Stock Purchase Agreement shall be effective as of the date first set forth above. THE COMPANY: [COMPANY NAME] KEYTEX CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Title: Chairman PURCHASER: XXXX X. XXXXXXX /s/ Xxxx X. Xxxxxxx (Signature) Name: Title: Address: 0000 Xxxxx Xxxxxxxxxxxx Xxxxx Xxxxx, XX 00000 I, ____________________ __________ ______ United States PURCHASER: (Print Name) By: (Signature) Name: Title: Address: Email: I, ____________________, spouse of ____________________ (“Purchaser”)Xxxx X. Xxxxxxx, have read and hereby approve the foregoing Common Stock Purchase Agreement (the “Agreement”). In consideration of the Company’s 's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement. _______________________________ Spouse of Xxxx X. Xxxxxxx SIGNATURE PAGE TO RESTRICTED STOCK PURCHASE AGREEMENT EXHIBIT A --------- ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and KeyTex Corporation, --------- effective as of September 1, 1996 (the "Agreement"), Purchaser hereby sells, --------- assigns and transfers unto _________________________________ (________) shares of the Common Stock of KeyTex Corporation, standing in Purchaser's name on the books of said corporation represented by Certificate No. ___ herewith and does hereby irrevocably constitute and appoint ________________________________________________ to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ____________, 19__. Signature: __________________________________________ Xxxx X. Xxxxxxx __________________________________________ Spouse of Xxxx X. Xxxxxxx (if applicable) Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser. ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and KeyTex Corporation, --------- effective as of September 1, 1996 (the "Agreement"), Purchaser hereby sells, --------- assigns and transfers unto _______________________ (________) shares of the Common Stock of KeyTex Corporation, standing in Purchaser's name on the books of said corporation represented by Certificate No. CertificateNo herewith and does hereby irrevocably constitute and appoint ____________________________ to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ____________, 199__. Signature: __________________________________________ Xxxx X. Xxxxxxx __________________________________________ Spouse of Xxxx X. Xxxxxxx (if applicable) Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser. EXHIBIT AB --------- ACKNOWLEDGMENT AND STATEMENT OF DECISION ---------------------------------------- REGARDING SECTION 83(B) ELECTION -------------------------------- The undersigned (which term includes the undersigned's spouse), a purchaser of 2,265,052 shares (the "Shares") of Common Stock of KeyTex Corporation, a ------ Delaware corporation (the "Company"), pursuant to a Restricted Stock Purchase ------- Agreement effective as of September 1, 1996 (the "Agreement") hereby states as --------- follows:
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Samples: Restricted Stock Purchase Agreement (Tenfold Corp /Ut)