California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICES, INC. By: __________________________________________ Name: ______________________________________ (print) Title: ______________________________________ Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse of Xxxxxxx X. Xxxxxxx, have read and hereby approve the foregoing 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 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:
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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESSIMPLEX SOLUTIONS, INC. By: __________________________________________ Name: ______________________________________ (print) /s/ [ILLEGIBLE] ------------------------------------- Title: ______________________________________ President & CEO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ AKI XXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ 15220 Xxxxx Xx Xxxxxxxx, CA, 95070 Vesting Commencement Date: August 13, 1997 Monthly Vesting Date: the 13th day of each month I, ______________________N/A , spouse of Xxxxxxx X. XxxxxxxAki Xxxxxxxx, have xxve read and hereby approve the foregoing agreementAgreement. 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 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 of any rights under the Agreement. -------------------------------------------- ----------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT Aki Xxxxxxxx EXHIBIT 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 Pilot Network ServicesSimplex Solutions, Inc. (the "Company") dated May 20_____________, 1998 (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 appoints 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 ATTACHMENTS EXHIBITS THERETO. Dated: _________________ ---------------- Signature: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- /s/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx Aki Xxxxxxxx (if 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 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:.
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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESBOMBARDIER SOFTWARE, INC. By: __________________________________________ Name: ______________________________________ (print) /s/ Xxxxx Xxx -------------------------- Title: ______________________________________ Chief Executive Officer ----------------------- Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx XxxxxxxXxxxxxxx Xxxxxxxxx, Xxxxxxxxxx Xxxxx 000 Xxx Xxxxx, 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: XXXXXXX X. XXXXXXX _______________________________________ XXXXX XXXXX /s/ Xxxxx Xxxxx ------------------------------ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse of Xxxxxxx X. Xxxxxxx, have read and hereby approve the foregoing 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 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESPREVIEW 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: XXXX XXXXX /s/ Xxxxxxxx Xxxxx -------------------------------- (Signature) Address: 000 Xxxxxxxxxx Xxxxxx -------------------------- Xxx Xxxxx, XX 00000 -------------------------- Vesting Commencement Date: July 6, 1999 I, Xxxx X. Xxxxx, spouse of Xxxx Xxxxx, have read and hereby approve the foregoing 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 by the Agreement and further agree that any community property or similar interest that I may have in the Shares shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. /s/ Xxxx Xxxxx -------------------------------- EXHIBIT A --------- PROMISSORY NOTE --------------- $974,970.00 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 $974,970.00 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. _______________________________________________ Name: _________________________________Xxxx Xxxxx EXHIBIT B --------- PLEDGE AND SECURITY AGREEMENT ----------------------------- This Pledge and Security Agreement (the "Agreement") is entered into this --------- _____ (print) Title: ______________________________________ Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse day of Xxxxxxx X. Xxxxxxx, have read July by and hereby approve the foregoing 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 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network ServicesPreview Systems, Inc., a California Delaware corporation (the "Company") by exercise and Xxxx Xxxxx ("Purchaser"). ------- --------- RECITALS -------- In connection with Purchaser's purchase of an option certain shares of the Company's Common Stock (the "OptionShares") ------- ------ granted pursuant to a Common Stock Purchase Agreement dated ------ July ___, 1999 between Purchaser and the Company's 1994 Stock Plan , Purchaser is delivering a promissory note of even date herewith (the "PlanNote"), hereby states as ) in full or partial payment of ---- follows: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 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 OBTAINED, UNLESS THE SALE IS SO EXEMPTOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. [Signature Page FollowsREMAINDER OF PAGE INTENTIONALLY LEFT BLANK] The In Witness Whereof, the parties hereto have executed this the Series A Preferred Stock Purchase Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICES, INC. By: __________________________________________ Name: ______________________________________ (print) Title: ______________________________________ Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse of Xxxxxxx X. Xxxxxxx, have read and hereby approve the foregoing 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: LendingClub Corporation Norwest Venture Partners X, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or 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 of any rights under the Agreement. -------------------------------------------- Spouse of LP by: genesis vc partners x, llc, its general partner Signature: /s/ Xxxxxx Xxxxxxxxx Signature: /s/ Xxxxxxx X. Xxxxx Print Name: Xxxxxx Xxxxxxxxx Print Name: Xxxxxxx -7- ATTACHMENT X. Xxxxx Title: President & Ceo Title: General Partner Address: 000 Xxxxx Xxxxx Xxxx Address: 000 Xxxxxxxxxx Xxxxxx, Xxx. 000 Xxxxxxxxx, XX 00000 Xxxx Xxxx, XX 00000 Canaan VII L.P, by: Canaan Partners VII LLC Signature: /s/ Xxx X. Xxxxx Print Name: Xxx X. Xxxxx Title: Member/Manager Address: 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 [Series A ------------ ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Preferred Stock Purchase Agreement between the undersigned ("Purchaser") -------- and Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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 Page] Xxxxxx Xxxxxxx Signature: -------------------------------------------- Xxxxxxx Print Name: /s/ Xxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx Xxxxxx X. Xxxxxxx (if applicable) InstructionTitle: Please do not fill Address: C/o Canaan Partners VII L.P. 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Sagax Development Corp. Signature: /s/ Xxx Xxxxx Print Name: Xxx Xxxxx Title: President Address: 000 Xxxxxxxxxx Xxxx Xxx Xxx, XX 00000 [Series A Preferred Stock Purchase Agreement Signature Page] ExhibitA SCHEDULE OF PURCHASERS Aggregate Name and Address Shares Purchase Price Norwest Venture Partners X, LP 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxx, XX 00000 4,582,160 $ 4,880,000.40 Canaan VII L.P. 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 4,513,428 $ 4,806,800.82 Xxxxxx Xxxxxxx C/o Canaan VII L.P. 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 68,732 $ 73,199.58 Sagax Development Corp. 000 Xxxxxxxxxx Xxxx Xxx Xxx, XX 00000 182,000 $ 193,830 1 Total: 9,346,320 $ 9,953,830.80 1 Paid for 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant Services Previously Rendered to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (LendingClub Corp)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESBOMBARDIER SOFTWARE, INC. By: /s/ Xxxxx Xxx --------------------------- Title: Chief Executive Officer ----------------------- Address: 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, 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: XXXXX XXX /s/ Xxxxx Xxx ------------------------------- (Signature) Address: ****** Vesting Commencement Date: June 17, 1997 I, __________________________________________ Name: ______________________________________ (print) Title: ______________________________________ Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse of Xxxxxxx X. XxxxxxxXxxxx Xxx, have read and hereby approve the foregoing agreementAgreement. 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 similar 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 of any rights under the Agreement. -------------------------------------------- /s/ Xxxxx Xxx ------------------------------ Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT A ------------ ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED Xxxxx Xxx ****** Certain information on this page has been omitted and pursuant to that certain Early Exercise Notice filed separately with the Securities and Restricted Stock Purchase Agreement between the undersigned ("Purchaser") -------- and Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate NoExchange Commission. ___, and hereby irrevocably appoints _____________________________ to transfer said stock on the books of the Company Confidential treatment has been requested 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant respect to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:omitted portions.
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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESPACIFIC DIGITAL MEDIA, INC. By: __________________________________________ Name: ______________________________________ (print) /s/ Xxxxxxx Xxxx -------------------------------- Title: ______________________________________ Chairman of Board ----------------------------- Address: 0000 000 Xxxxx Xxxxxx Xxxxxxx Xxxxxxx XxxxxxxMountain View, Xxxxxxxxxx 00000 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: XXXXXXX X. XXXXXXX _______________________________________ XXXX /s/ Xxxxxxx Xxxx ------------------------------- (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ 00 Xxxxxxxx Xxxxx Xxxx Xxxx, XX 00000 Vesting Commencement Date: August 1, 1997 I, ______________________Xxxxx X. Xxxx, spouse of Xxxxxxx X. XxxxxxxXxxx, have read and hereby approve the foregoing agreementAgreement. 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 similar 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESSIMPLEX SOLUTIONS, INC. ByBY: __________________________________________ Name: ______________________________________ (print) /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Title: ______________________________________ CFO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ STEVX XXXX /s/ STEVX XXXX ---------------------------------------- (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto, CA 93401 ---------------------------------------- I, _______________________ , spouse of Xxxxxxx X. XxxxxxxStevx Xxxx, have xxve read and hereby approve the foregoing agreementAgreement. 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 similar interest that I may have in the Shares shall hereby I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. -------------------------------------------- ---------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT Stevx Xxxx 11 EXHIBIT A ------------ ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") -------- and Pilot Network ServicesSimplex Solutions, Inc. (the "Company") dated May 20, 1998 January 19,1999 (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 hereby irrevocably appoints _____________ , 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 ATTACHMENTS EXHIBITS THERETO. Dated: _________________ ---------------------- Signature: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Xxxxxxx X. Xxxxxxx Stevx Xxxx (if xx applicable) Instruction: Please please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company company to exercise its Repurchase Option 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:.
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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESSIMPLEX SOLUTIONS, INC. By: /s/ [SIGNATURE ILLEGIBLE] --------------------------------- Title: President & CEO ------------------------------ Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: LUIS XXXXXX /s/ LUIS XXXXXX ------------------------------------ (Signature) Address: 21900 Xxxxxxx Xxx. Xxxxxxxxx, XX 00000 X, __________________________________________ Name: ______________________________________ (print) Title: ______________________________________ Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse of Xxxxxxx X. XxxxxxxLuis Xxxxxx, have xxve read and hereby approve the foregoing agreementAgreement. 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 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 of any rights under the Agreement. -------------------------------------------- N/A ------------------------------------ Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT Luis Xxxxxx EXHIBIT 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 Pilot Network ServicesSimplex Solutions, Inc. (the "Company") dated May 20March 30, 1998 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 appoints __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 ATTACHMENTS EXHIBITS THERETO. Dated: _________________ ----------------------------- Signature: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- /s/ LUIS XXXXXX ------------------------------------- Luis Xxxxxx N/A ------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx Luis Xxxxxx (if 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 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:.
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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESSIMPLEX SOLUTIONS, INC. By: __________________________________________ Name: ______________________________________ (print) /s/ LUIS X. XXXXXX ----------------------------------------- Title: ______________________________________ CFO -------------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ AKI XXXXXXXX /s/ AKI XXXXXXXX -------------------------------------------- (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ 15220 Xxxxx Xx -------------------------------------------- Xxxxxxxx, XX 00000 -------------------------------------------- I, ______________________, _ spouse of Xxxxxxx X. XxxxxxxAki Xxxxxxxx, have xxve read and hereby approve the foregoing agreementAgreement. 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 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT Aki Xxxxxxxx EXHIBIT A ------------ ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") -------- and Pilot Network ServicesSimplex Solutions, Inc. (the "Company") dated May 20March 30, 1998 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 appoints ___________________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 ATTACHMENTS EXHIBITS THERETO. Dated: _________________ ------------------------------ Signature: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- /s/ AKI XXXXXXXX ---------------------------------------- Aki Xxxxxxxx ---------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx Aki Xxxxxxxx (if 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 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:.
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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESBOMBARDIER SOFTWARE, INC. By: /s/ Xxxxx Xxx --------------------------- Title: Chief Executive Officer ----------------------- Address: 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, 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: XXXXX XXX /s/ Xxxxx Xxx ------------------------------- (Signature) Address: 0000 Xxxxxxx Xxxxxx San Mateo, CA 94403 Vesting Commencement Date: June 17, 1997 I, __________________________________________ Name: ______________________________________ (print) Title: ______________________________________ Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse of Xxxxxxx X. XxxxxxxXxxxx Xxx, have read and hereby approve the foregoing agreementAgreement. 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 similar 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 of any rights under the Agreement. -------------------------------------------- /s/ Xxxxx Xxx ------------------------------ Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT Xxxxx Xxx ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT 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 Pilot Network Services, Inc. XXXX OF SALE Xxxxx Xxx (the "Company") dated May 20, 1998 (the ------- "AgreementTransferor"), Purchaser for good and valuable consideration, the ---------- receipt and sufficiency of which is hereby acknowledged, hereby sells, transfers, assigns and transfers unto ---------- _______________________________ conveys to Bombardier Software, Inc. and its successors and assigns (________) shares "Transferee"), all of the Common Stock assets listed on Attachment A hereto (the ---------- ------------ "Assets"). ------ Transferor hereby appoints Transferee the attorney in fact of the CompanyTransferor, standing in Purchaser's name on the books of the Company and represented by Certificate No. ___, and hereby irrevocably appoints _____________________________ to transfer said stock on the books of the Company with full power of substitution on behalf of Transferee to demand and receive any of the Assets and to give receipts and releases for the same, to institute and prosecute in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. Dated: _________________ Signature: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse name of Xxxxxxx X. Xxxxxxx (if applicable) Instruction: Please do not fill Transferor, but for the benefit of Transferee, any legal or equitable proceedings Transferee deems proper in order to enforce any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its Repurchase Option set forth rights 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant Assets and to defend or compromise any legal or equitable proceedings relating to the CompanyAssets as Transferee shall deem advisable. Transferor hereby declares that the appointment made and powers granted hereby are coupled with an interest and shall be irrevocable by Transferor. Transferor hereby agrees that Transferor and Transferor's 1994 Stock Plan (successors and assigns will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered such further acts, documents, or instruments confirming the "Plan")conveyance of any of the Assets to Transferee as Transferee shall reasonably deem necessary, hereby states provided that Transferee shall provide all necessary documentation to Transferor. This Xxxx of Sale is executed and delivered in, and shall be construed and enforced in accordance with the laws of the State of California, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Transferor has signed this instrument as ---- follows:of August 11, 1997. /s/ XXXXX XXX ------------------------------ Xxxxx Xxx, Transferor
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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxx -------------------------------------------- Title: __________________________________________ Name: ______________________________________ (print) Title: ______________________________________ Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _________________________________________________ I, _________________________________________________ PURCHASER: XXX XXXXX /s/ Xxx X. Xxxxx ------------------------------------------------ (Signature) Address: 0000 Xxxx Xxxx Xxxx -------------------------------------- Xxxxx Xxxx, 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. Vesting Commencement Date: October 1, 1997 I, Xxxxx Xxxxxxx, spouse of Xxxxxxx X. XxxxxxxXxx Xxxxx, have read and hereby approve the foregoing agreementAgreement. 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 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 of any rights under the Agreement. -------------------------------------------- /s/ Xxxxx Xxxxxxx ------------------ Spouse of Xxxxxxx Xxx Xxxxx EXHIBIT A --------- XXXX OF SALE ------------ Xxx Xxxxx (the "Transferor"), for good and valuable consideration, the ---------- receipt and sufficiency of which is hereby acknowledged, hereby sells, transfers, assigns and conveys to XxxxXxxxx.xxx, Inc. and its successors and assigns ("Transferee"), all of the assets listed on Attachment A hereto (the ---------- ------------ "Assets"). ------- Transferor hereby appoints Transferee the attorney in fact of Transferor, with full power of substitution on behalf of Transferee to demand and receive any of the Assets and to give receipts and releases for the same, to institute and prosecute in the name of Transferor, but for the benefit of Transferee, any legal or equitable proceedings Transferee deems proper in order to enforce any rights in the Assets and to defend or compromise any legal or equitable proceedings relating to the Assets as Transferee shall deem advisable. Transferor hereby declares that the appointment made and powers granted hereby are coupled with an interest and shall be irrevocable by Transferor. Transferor hereby agrees that Transferor and Transferor's successors and assigns will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered such further acts, documents, or instruments confirming the conveyance of any of the Assets to Transferee as Transferee shall reasonably deem necessary, provided that Transferee shall provide all necessary documentation to Transferor. This Xxxx of Sale is executed and delivered in, and shall be construed and enforced in accordance with the laws of the State of California, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Transferor has signed this instrument as of __________________, 1998. /s/ Xxx X. Xxxxxxx -7- Xxxxx ----------------- Xxx Xxxxx ATTACHMENT A ------------ TO XXXX OF SALE ---------------------------- All rights, title and interest to the concept, idea and business of XxxxXxxxx.xxx, including, without limitation its business plan and prospects and technology. EXHIBIT B --------- 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 Pilot Network ServicesXxxxXxxxx.xxx, Inc. (the --------- "Company") dated May 20_______________, 1998 (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 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 ATTACHMENTS EXHIBITS THERETO. Dated: _________________ 6/29/98 -------- Signature: -------------------------------------------- /s/ Xxx X. Xxxxx --------------------------------------- Xxx Xxxxx /s/ Xxxxx Xxxxxxx X. Xxxxxxx -------------------------------------------- --------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx Xxx Xxxxx (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 repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser. ATTACHMENT B ------------ EXHIBIT C --------- ACKNOWLEDGMENT AND STATEMENT OF DECISION ---------------------------------------- ----------------------------------------- REGARDING SECTION 83(b83(B) ELECTION -------------------------------- The undersigned (which term includes the undersigned's spouse), has entered a purchaser of ___________ shares of Common Stock of Pilot Network Servicesstock purchase agreement with XxxxXxxxx.xxx, Inc., a California Delaware corporation (the "Company") by exercise ), pursuant to which the undersigned ------- is purchasing 975,000 shares of an option Common Stock of the Company (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "PlanShares"). In ------ connection with the purchase of the Shares, the undersigned hereby states represents as ---- follows:
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Drugstore 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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESXXXXXXX.XXX, INC. By: __________________________________________ Name: ______________________________________ (print) /s/ Xxxxx Xxxxx --------------------------- Title: ______________________________________ Chief Financial Officer ------------------------ Address: 0000 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 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 PETCO, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR PETCO'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ /s/ Xxxxxxx Xxxxxxx -------------------------------- (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ 00000 Xxxxxxx Xxxxx Xxxxx, XX 00000 I, ______________________Xxxxxx Xxxxxxx, spouse of Xxxxxxx X. Xxxxxxx, have read and hereby approve the foregoing agreementAgreement. 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 similar 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:.
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California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESBOMBARDIER SOFTWARE, INC. By: /s/ Xxxxx Xxx -------------------------- Title: Chief Executive Officer ----------------------- Address: 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, 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: XXXXX XXXXX /s/ Xxxxx Xxxxx ------------------------------ (Signature) Address: ****** Vesting Commencement Date: May 10, 1997 I, __________________________________________ Name: ______________________________________ (print) Title: ______________________________________ Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse of Xxxxxxx X. XxxxxxxXxxxx Xxxxx, have read and hereby approve the foregoing agreementAgreement. 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 similar 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx (if applicable) Instruction: Please do not fill in any blanks other than Xxxxx Xxxxx ****** Certain information on this page has been omitted and filed separately with the signature lineSecurities and Exchange Commission. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant Confidential treatment has been requested with respect to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:omitted portions.
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California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF OR 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 2510024100, 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESNATIONAL QUALITY CARE, INC. By: __________________________________________ /s/ Rxxxxx Xxxx, M.D. --------------------------------------- Name: ______________________________________ (print) Rxxxxx Xxxx, M.D. Title: ______________________________________ Secretary Address: 9000 Xxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Telecopier No.: (000) 000-0000 PURCHASER: By: /s/ Lxxxxxxx Xxxxxxxxxx, M.d. --------------------------------------- Lxxxxxxx Xxxxxxxxxx, M.D. Address: 600 X. Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx XxxxxxxXxxxx, Xxxxxxxxxx XX 00000 PURCHASERTelecopier No.: XXXXXXX X. XXXXXXX _______________________________________ (Signature000) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ I, ______________________, spouse of Xxxxxxx X. Xxxxxxx, have read and hereby approve the foregoing 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 similar interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney000-in-fact with respect to any amendment or exercise of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 0000 EXHIBIT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:--------- UNSECURED CONVERTIBLE PROMISSORY NOTE
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Samples: Securities Purchase Agreement (National Quality Care 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 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 Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESXXXXXXX.XXX, INC. By: __________________________________________ Name: ______________________________________ (print) /s/ Xxxxx Xxxxx ------------------------------------ Title: ______________________________________ Chief Financial Officer --------------------------------- Address: 0000 000 Xxxxxx Xxxxxxx Xxxxxxx XxxxxxxXxxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx XX 00000 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 PETCO, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR PETCO'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx -------------------------------- (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ X.X. Xxx 0000 Xxxxxx Xxxxx Xx, XX 00000-0000 I, ______________________Xxxxxx X. Xxxxxx, spouse of Xxxxxxx X. XxxxxxxXxxxx Xxxxxx, have read and hereby approve the foregoing agreementAgreement. 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 similar 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:.
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California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF 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 FollowsSIGNATURE PAGE FOLLOWS] The parties have executed this Agreement as of the date first set forth above. COMPANY: PILOT NETWORK SERVICESNETCENTIVES, INC. By: __________________________________________ Name: ______________________________________ (print) Title: ______________________________________ /s/ Xxxxxx Xx ---------------------------------------- Xxxxxxx X. Xx, Vice President Address: 0000 Xx Xxxxxx Xxxxxxx Xxxxxxx XxxxxxxXxxx, Xxxxxxxxxx Xxxxx 000 Xxx Xxxxx, 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 AT THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ALL OF PURCHASER'S RIGHTS WITH RESPECT TO EMPLOYMENT WITH THE COMPANY ARE SET FORTH IN THE EMPLOYMENT AGREEMENT, AND NOTHING IN THIS AGREEMENT SHALL INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE IN ACCORDANCE WITH THE EMPLOYMENT AGREEMENT. PURCHASER: XXXXXXX X. XXXXXXX _______________________________________ WEST SHELL, III /s/ West Shell, III ---------------------------------------- (Signature) _______________________________________ (Print Name) Address: _____________________________ _______________________________________ _______________________________________ 0000 Xxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Vesting Commencement Date: June 26, 1997 I, ______________________Xxxxx X. Xxxx, spouse of Xxxxxxx X. XxxxxxxWest Shell, III, have read and hereby approve the ------------- foregoing agreementAgreement. 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 similar 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 of any rights under the Agreement. -------------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -7- ATTACHMENT 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 Pilot Network Services, Inc. (the "Company") dated May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto ---------- _______________________________ (________) 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 _____________________________ 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: -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Xxxxxxx 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. 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 Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:.
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