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. SIMPLEX SOLUTIONS, INC. By: /s/ [ILLEGIBLE] ------------------------------------- Title: President & CEO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: AKI XXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- (Signature) 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 Aki Xxxxxxxx, xxve read and hereby approve the foregoing Agreement. In consideration of the Company's granting my spouse the right to purchase the Shares 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. ----------------------------------------- Spouse of Aki Xxxxxxxx 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 _____________, 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 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/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse of Aki 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.
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. SIMPLEX SOLUTIONSPREVIEW SYSTEMS, INC. By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxxxxxx ------------------------------------- Title: President & CEO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx 0000 Xxxxx XxXxxx Xxxx. Xxxxx 000 Xxxxxxxxx, XX 00000-0000 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: AKI XXXXXXXX XXXXXXX XXXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- Xxxxxxx Xxxxxxxxx ---------------------------------------- (Signature) Address: 15220 Xxxxx Xx 00 Xxxxxxx Xxxx Xxxxxxxx, CA, 95070 CA 94027 Vesting Commencement Date: August 13May 5, 1997 Monthly Vesting Date: the 13th day of each month 1999 I, N/A Xxxxxxxx X. Xxxxxxx, spouse of Aki XxxxxxxxXxxxxxx Xxxxxxxxx, xxve 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-in- fact with respect to any amendment or exercise of any rights under the Agreement. ----------------------------------------- Spouse of Aki /s/ Xxxxxxxx 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 _____________, 1998 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company 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 the Common Stock of the Company, standing in Purchaser's name on Company and is subject to the books terms of a Pledge and Security Agreement between the undersigned and the Company and represented by Certificate No.______, and does hereby irrevocably constitute and appointof 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 transfer said stock a Common Stock Purchase Agreement dated ------ July ___, 1999 between Purchaser and the Company, Purchaser is delivering a promissory note of even date herewith (the "Note") in 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 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/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse of Aki 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 terms set forth in the Agreement without requiring additional signatures on the part of Purchaserbelow.
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 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. SIMPLEX SOLUTIONS, INC. ByBY: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Title: President & CEO CFO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: AKI XXXXXXXX STEVX XXXX /s/ AKI XXXXXXXX ----------------------------------------- STEVX XXXX ---------------------------------------- (Signature) Address: 15220 Xxxxx Xx Xxxxxxxx904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto, CA, 95070 Vesting Commencement Date: August 13, 1997 Monthly Vesting Date: the 13th day of each month CA 93401 ---------------------------------------- I, N/A _____________________ , spouse of Aki XxxxxxxxStevx Xxxx, xxve 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 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 Aki Xxxxxxxx Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated _____________, 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 does hereby irrevocably constitute and appoint____________________________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/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Aki Xxxxxxxx Stevx Xxxx (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 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 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. SIMPLEX SOLUTIONSBOMBARDIER SOFTWARE, INC. By: /s/ [ILLEGIBLE] ------------------------------------- Xxxxx Xxx --------------------------- Title: President & CEO ---------------------------------- Chief Executive Officer ----------------------- Address: 521 Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 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: AKI XXXXXXXX XXXXX XXX /s/ AKI XXXXXXXX ----------------------------------------- Xxxxx Xxx ------------------------------- (Signature) Address: 15220 Xxxxx Xx Xxxxxxxx0000 Xxxxxxx Xxxxxx San Mateo, CA, 95070 CA 94403 Vesting Commencement Date: August 13June 17, 1997 Monthly Vesting Date: the 13th day of each month I, N/A ________________________________, spouse of Aki XxxxxxxxXxxxx Xxx, xxve 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 other such 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/ Xxxxx Xxx ------------------------------ Spouse of Aki Xxxxxxxx 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 Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. XXXX OF SALE Xxxxx Xxx (the "Company") dated _____________, 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 the Company _______________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 does hereby irrevocably constitute and appoint_____________________________________________ 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 EXHIBITS THERETO. Dated: ---------------- Signature: /s/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse name of Aki Xxxxxxxx (xx 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 Assets and to defend or compromise any legal or equitable proceedings relating to the part 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 Purchaser.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 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. SIMPLEX SOLUTIONSXXXXXXXXX.XXX, INC. By: /s/ [ILLEGIBLE] ------------------------------------- Xxxxx X. Xxxxx -------------------------------------------- Title: President & CEO ---------------------------------- _________________________________________ Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 _______________________________________ _________________________________________________ _________________________________________________ PURCHASER: AKI XXXXXXXX XXX XXXXX /s/ AKI XXXXXXXX ----------------------------------------- Xxx X. Xxxxx ------------------------------------------------ (Signature) Address: 15220 0000 Xxxx Xxxx Xxxx -------------------------------------- Xxxxx Xx XxxxxxxxXxxx, CAXX 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, 95070 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: August 13October 1, 1997 Monthly Vesting Date: the 13th day of each month I, N/A Xxxxx Xxxxxxx, spouse of Aki XxxxxxxxXxx Xxxxx, xxve 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/ Xxxxx Xxxxxxx ------------------ Spouse of Aki Xxxxxxxx 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. 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 Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex SolutionsXxxxXxxxx.xxx, Inc. (the --------- "Company") dated _______________, 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 constitute constitutes and appointappoints ________________________________________________ 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: ---------------- 6/29/98 -------- Signature: /s/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Xxx X. Xxxxx --------------------------------------- Xxx Xxxxx /s/ Xxxxx Xxxxxxx --------------------------------------- Spouse of Aki Xxxxxxxx Xxx Xxxxx (xx 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 C --------- ACKNOWLEDGMENT AND STATEMENT OF DECISION ----------------------------------------- REGARDING SECTION 83(B) ELECTION -------------------------------- The undersigned has entered a stock purchase agreement with XxxxXxxxx.xxx, Inc., a Delaware corporation (the "Company"), pursuant to which the undersigned ------- is purchasing 975,000 shares of Common Stock of the Company (the "Shares"). In ------ connection with the purchase of the Shares, the undersigned hereby represents as follows:
1. The undersigned has carefully reviewed the stock purchase agreement pursuant to which the undersigned is purchasing the Shares.
2. The undersigned either [check and complete as applicable]:
(a) has consulted, and has been fully advised by, the undersigned's own tax advisor, __________________________, whose business address is _____________________________, regarding the federal, state and local tax consequences of purchasing shares under the Plan, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code") ---- and pursuant to the corresponding provisions, if any, of applicable state law; or
(b) has knowingly chosen not to consult such a tax advisor.
3. The undersigned hereby states that the undersigned has decided [check as applicable]:
(a) to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned's executed Restricted Stock Purchase Agreement, an executed form entitled "Election Under Section 83(b) of the Internal Revenue Code of 1986;" or
(b) not to make an election pursuant to Section 83(b) of the Code.
4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned's purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. Date: ___________ /s/ Xxx X. Xxxxx ---------------------------------------- Xxx Xxxxx Date: 6/29/98 /s/ Xxxxx Xxxxxxx ----------- ---------------------------------------- Spouse of Xxx Xxxxx EXHIBIT D --------- ELECTION UNDER SECTION 83(b) ---------------------------- OF THE INTERNAL REVENUE CODE OF 1986 ------------------------------------ The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, 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 the property described below:
1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: NAME OF TAXPAYER: Xxx Xxxxx NAME OF SPOUSE: Fiona X. X. Xxxxxxx ----------------------------------------
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. SIMPLEX SOLUTIONS, INC. NIKU CORPORATION By: /s/ [ILLEGIBLE] ------------------------------------- Title: President & CEO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 ---------------------------------------- ---------------------------------------- PURCHASER: AKI JOHN XXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- ---------------------------------------- (Signature) Address: 15220 Xxxxx Xx Xxxxxxxx, CA, 95070 ---------------------------------------- ---------------------------------------- Vesting Commencement Date: August 13February 21, 1997 Monthly Vesting Date: the 13th day of each month 2000 I, N/A ________________________________, spouse of Aki John Xxxxxxxx, xxve 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. ----------------------------------------- ---------------------------------------- Spouse of Aki 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 Simplex Solutions, Inc. Niku Corporation (the "Company") dated _____________February 25, 1998 2000 (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 constitutes and appointappoints ________________________________________________ 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/ AKI XXXXXXXX ----------------------------------------- Aki ---------------------------------------- John Xxxxxxxx N/A ----------------------------------------- ---------------------------------------- Spouse of Aki John Xxxxxxxx (xx applicable) InstructionINSTRUCTION: Please do not fill in any blanks other than the signature linePLEASE 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 B 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:
1. The undersigned has carefully reviewed the stock purchase agreement pursuant to which the Shares were purchased.
2. The undersigned either [check and complete as applicable]:
(a) has consulted, and has been fully advised by, the undersigned's own tax advisor, regarding the federal, state and local tax consequences of purchasing shares under the Plan, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code") and pursuant to the corresponding provisions, if any, of applicable state law; or
(b) has knowingly chosen not to consult such a tax advisor.
3. The undersigned hereby states that the undersigned has decided [check as applicable]:
(a) to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned's executed Restricted Stock Purchase Agreement, an executed form entitled "Election Under Section 83(b) of the Internal Revenue Code of 1986;" or
(b) not to make an election pursuant to Section 83(b) of the Code.
4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned's purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. Date: ---------------------- ---------------------------------------- John Xxxxxxxx Xxte: ---------------------- ---------------------------------------- Spouse of John Xxxxxxxx EXHIBIT C ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, as amended, to include in gross income for the Taxpayer's current taxable year the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such property, as compensation for services:
1. The name, address, taxpayer identification number and taxable year of the undersigned is as follows: NAME OF TAXPAYER: JOHN XXXXXXXX -------------------------------
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. SIMPLEX SOLUTIONS, INC. By: /s/ [ILLEGIBLE] ------------------------------------- LUIS X. XXXXXX ----------------------------------------- Title: President & CEO ---------------------------------- CFO -------------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: AKI XXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- -------------------------------------------- (Signature) Address: 15220 Xxxxx Xx -------------------------------------------- Xxxxxxxx, CA, 95070 Vesting Commencement Date: August 13, 1997 Monthly Vesting Date: the 13th day of each month XX 00000 -------------------------------------------- I, N/A , _________________ spouse of Aki Xxxxxxxx, xxve 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. ----------------------------------------- -------------------------------------------- Spouse of Aki Xxxxxxxx EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated _____________March 30, 1998 1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company 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___________________________________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/ AKI XXXXXXXX ----------------------------------------- ---------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- ---------------------------------------- Spouse of Aki 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.
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. SIMPLEX SOLUTIONS, INC. PETS.XXX By: /s/ [ILLEGIBLE] ------------------------------------- Julix Xxxxxxxxxx --------------------------------- Title: President & CEO ---------------------------------- ------------------------------ Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx12 Boardwalki ------------------------------------ Larkxxxx, XX 00000-0000 00000 ------------------------------------ PURCHASER: AKI XXXXXXXX JULIX XXXXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- Julix Xxxxxxxxxx ------------------------------------ (Signature) Address: 15220 Xxxxx Xx Xxxxxxxx12 Boardwalki ------------------------------------ Larkxxxx, CA, 95070 XX 00000 ------------------------------------ Vesting Commencement Date: August 13March 10, 1997 Monthly Vesting Date: the 13th day of each month 1999 I, N/A Davix Xxxxx, spouse xxouse of Aki XxxxxxxxJulix Xxxxxxxxxx, xxve 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/ Davix Xxxxx ------------------------------------ Spouse of Aki Xxxxxxxx EXHIBIT Julix Xxxxxxxxxx ATTACHMENT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Pledge and Security Agreement between the undersigned ("Purchaser") and Simplex SolutionsPets.xxx, Inc. (the "Company") dated xxted _____________, 1998 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company _______________(________________ (________) shares of the Common Stock of the CompanyPets.xxx, standing xxanding in Purchaser's name on the books of the Company and 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 B 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:
1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and the stock purchase agreement pursuant to which the Right was granted.
2. The undersigned either [check and complete as applicable]:
(a) has consulted, and has been fully advised by, the undersigned's own tax advisor, __________________________, whose business address is _____________________________, regarding the federal, state and does local tax consequences of purchasing shares under the Plan, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code") and pursuant to the corresponding provisions, if any, of applicable state law; or
(b) has knowingly chosen not to consult such a tax advisor.
3. The undersigned hereby irrevocably constitute states that the undersigned has decided [check as applicable]:
(a) to make an election pursuant to Section 83(b) of the Code, and appointis submitting to the Company, together with the undersigned's executed Restricted Stock Purchase Agreement, an executed form entitled "Election Under Section 83(b) of the Internal Revenue Code of 1986;" or
(b) not to make an election pursuant to Section 83(b) of the Code.
4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned's purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. Date: /s/ Jule Xxxxxxxxxx ------------------------------------ Julix Xxxxxxxxxx Xate: /s/ Davix Xxxxx ------------------------------------ Spouse of Julix Xxxxxxxxxx EXHIBIT C ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, 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 the property described below:
1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: NAME OF TAXPAYER: Julix Xxxxxxxxxx NAME OF SPOUSE: _____________________________ ADDRESS: _________________________________________________________ IDENTIFICATION NO. OF TAXPAYER: _______________ IDENTIFICATION NO. OF SPOUSE: _______________ TAXABLE YEAR: 1999
2. The property with respect to transfer said stock which the election is made is described as follows: 1,257,633 shares of the Common Stock $0.001 par value, of Pets.xxx, x California corporation (the "Company").
3. The date on which the books property was transferred is: _______________
4. The property is subject to the following restrictions: Repurchase option at cost in favor of the Company with full power upon termination of substitution in taxpayer's employment or consulting relationship.
5. The fair market value at the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------- Signature: /s/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse time of Aki Xxxxxxxx (xx applicable) Instruction: Please do not fill in transfer, determined without regard to any blanks restriction other than the signature linea restriction which by its terms will never lapse, of such property is: $ ________________.
6. 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 Purchaseramount (if any) paid for such property: $_______________.
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. SIMPLEX SOLUTIONSCOMPANY: TOP TIER SOFTWARE, INC. By: /s/ [ILLEGIBLE] ------------------------------------- Title: President & CEO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: AKI XXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- (Signature) 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 Aki Xxxxxxxx, xxve read and hereby approve the foregoing Agreement. In consideration of the Company's granting my spouse the right to purchase the Shares 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. ----------------------------------------- Spouse of Aki Xxxxxxxx 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 _____________, 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 constitute and appoint_____ Name:__________________________________ (print) Title:_________________________________ 0000 Xxx Xxxxxxx Xxx. San Jose, CA 95119 PURCHASER: EMPLOYEE _______________________________________ to transfer said stock on (Signature) _______________________________________ (Print Name) Address:
I, spouse of___________________ have read and hereby approve the books foregoing Agreement. In consideration of the Company with full power of substitution in Company's granting my spouse the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------- Signature: /s/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse of Aki Xxxxxxxx (xx applicable) Instruction: Please do not fill in any blanks other than right to purchase the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement without requiring additional signatures on and further agree that any community property or similar interest that I may have in the part 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 Purchaserany rights under the Agreement.
Appears in 1 contract
Samples: Early Exercise Notice and Restricted Stock Purchase Agreement (Top Tier 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 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. SIMPLEX SOLUTIONS, INC. By: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- --------------------------------- Title: President & CEO ---------------------------------- ------------------------------ Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: AKI XXXXXXXX LUIS XXXXXX /s/ AKI XXXXXXXX ----------------------------------------- LUIS XXXXXX ------------------------------------ (Signature) Address: 15220 Xxxxx Xx Xxxxxxxx21900 Xxxxxxx Xxx. Xxxxxxxxx, CAXX 00000 X, 95070 Vesting Commencement Date: August 13, 1997 Monthly Vesting Date: the 13th day of each month I, N/A ______________________________, spouse of Aki XxxxxxxxLuis Xxxxxx, xxve 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. ----------------------------------------- N/A ------------------------------------ Spouse of Aki Xxxxxxxx Luis Xxxxxx 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, 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 constitute and appoint__________________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/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx LUIS XXXXXX ------------------------------------- Luis Xxxxxx N/A ----------------------------------------- ------------------------------------- Spouse of Aki Xxxxxxxx Luis Xxxxxx (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.
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. SIMPLEX SOLUTIONSCOMPANY: PILOT NETWORK SERVICES, INC. By: /s/ [ILLEGIBLE] ------------------------------------- __________________________________________ Name: ______________________________________ (print) Title: President & CEO ---------------------------------- ______________________________________ Address: 521 0000 Xxxxxx Xxxxxxx Xxxxxx XxxxxxxxxXxxxxxx Xxxxxxx, XX 00000-0000 Xxxxxxxxxx 00000 PURCHASER: AKI XXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- XXXXXXX X. XXXXXXX _______________________________________ (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 Aki XxxxxxxxXxxxxxx X. Xxxxxxx, xxve 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 bound irrevocably bound 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 Aki Xxxxxxxx EXHIBIT 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 Simplex SolutionsPilot Network Services, 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 constitute and appoint________________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 ATTACHMENTS THERETO. Dated: ---------------- _________________ Signature: /s/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Aki Xxxxxxxx Xxxxxxx X. Xxxxxxx (xx 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 ------------ 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:
1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and the option agreement pursuant to which the Option was granted.
2. The undersigned either [check and complete as applicable]:
(a) has consulted, and has been fully advised by, the undersigned's own tax advisor, _____________________________________, whose business address is ______________________________, regarding the federal, state and local tax consequences of purchasing shares under the Plan, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code") and ---- pursuant to the corresponding provisions, if any, of applicable state law; or
(b) has knowingly chosen not to consult such a tax advisor.
3. The undersigned hereby states that the undersigned has decided [check as applicable]:
(a) to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned's executed Early Exercise Notice and Restricted Stock Purchase Agreement, an executed form entitled "Election Under Section 83(b) of the Internal Revenue Code of 1986;"
(b) to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned's executed Early Exercise Notice and Restricted Stock Purchase Agreement, an executed form entitled "Election Under Section 83(b) of the Internal Revenue Code of 1986 for purposes of the Alternative Minimum Tax"; or
(c) not to make an election pursuant to Section 83(b) of the Code.
4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned's purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. Date:_______________________ ------------------------------- Xxxxxxx X. Xxxxxxx Date:_______________________ ------------------------------- Spouse of Xxxxxxx X. Xxxxxxx -2- ATTACHMENT C ------------ ELECTION UNDER SECTION 83(b) ---------------------------- OF THE INTERNAL REVENUE CODE OF 1986 ------------------------------------ The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, 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 the property described below:
1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: NAME OF TAXPAYER: Xxxxxxx X. Xxxxxxx NAME OF SPOUSE: ________________ ADDRESS: _______________________________________ _______________________________________ IDENTIFICATION NO. OF TAXPAYER: _______________ IDENTIFICATION NO. OF SPOUSE: _______________ TAXABLE YEAR: __________
2. The property with respect to which the election is made is described as follows: ______________ shares of the Common Stock, no par value per share, of Pilot Network Services, Inc., a California corporation (the "Company"). -------
3. The date on which the property was transferred is: _______________
4. The property is subject to the following restrictions: Repurchase option at cost in favor of the Company upon termination of taxpayer's employment or consulting relationship.
5. The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $____________
6. The amount (if any) paid for such property: $____________ The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked -------------------------------------------------------------------------- except with the consent of the Commissioner. ------------------------------------------- Dated: ____________ ------------------------------------- Xxxxxxx X. Xxxxxxx Dated: ____________ ------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx ATTACHMENT D ------------ ELECTION UNDER SECTION 83(b) ---------------------------- OF THE INTERNAL REVENUE CODE OF 1986 ------------------------------------ FOR PURPOSES OF THE ALTERNATIVE MINIMUM TAX ------------------------------------------- The undersigned taxpayer hereby elects, pursuant to the above-referenced Internal Revenue Code Section, to include in his or her alternative minimum taxable income for the current taxable year, as compensation for services, the excess, if any, of the Fair Market Value of the property described below:
1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: NAME OF TAXPAYER: Xxxxxxx X. Xxxxxxx NAME OF SPOUSE: ________________ ADDRESS: __________________________________________ __________________________________________ IDENTIFICATION NO. OF TAXPAYER: _______________ IDENTIFICATION NO. OF SPOUSE: _______________ TAXABLE YEAR: __________
2. The property with respect to which the election is made is described as follows: ________________ shares of the Common Stock, no par value per share, of Pilot Network Services, Inc., a California corporation (the "Company"). -------
3. The date on which the property was transferred is: _______________
4. The property is subject to the following restrictions: Repurchase option at cost in favor of the Company upon termination of taxpayer's employment or consulting relationship.
5. The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $_______________.
6. The amount (if any) paid for such property: $_______________ The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked -------------------------------------------------------------------------- except with the consent of the Commissioner. ------------------------------------------- Dated: ____________ --------------------------------------- Xxxxxxx X. Xxxxxxx Dated: ____________ --------------------------------------- Spouse of Xxxxxxx X. Xxxxxxx RECEIPT AND CONSENT ------------------- The undersigned hereby acknowledges receipt of a photocopy of Certificate No. ______ for ________ shares of Common Stock of Pilot Network Services, Inc. (the "Company"). ------- The undersigned further acknowledges that the Secretary of the Company, or his or her designee, is acting as escrow holder pursuant to the Early Exercise Notice and Restricted Stock Purchase Agreement Purchaser has previously entered into with the Company. As escrow holder, the Secretary of the Company, or his or her designee, holds the original of the aforementioned certificate issued in the undersigned's name. Dated: _______________ ---------------------------------- Xxxxxxx X. Xxxxxxx EXHIBIT B ---------- 1994 STOCK PLAN EXERCISE NOTICE Pilot Network Services, Inc. 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, XX 00000 Attention: Chief Executive Officer
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. SIMPLEX SOLUTIONSUNITED SOFTWARE, INC. By: /s/ [ILLEGIBLE] ------------------------------------- --------------------------------------- Title: President & CEO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 ------------------------------------- PURCHASER: AKI XXXXXXXX /s/ AKI XXXXXXXX ----------------------------------------- (Signature) 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 Aki Xxxxxxxx, xxve read and hereby approve the foregoing Agreement. In consideration of the Company's granting my spouse the right to purchase the Shares 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. ----------------------------------------- Spouse of Aki Xxxxxxxx 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 _____________, 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 constitute and appoint_____________________________________________ to transfer said stock on (Signature) Address: ____________________________________________ ____________________________________________ I, ________________________________, spouse of _________, have read and hereby approve the books foregoing Agreement. In consideration of the Company with full power of substitution in Company's granting my spouse the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------- Signature: /s/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse of Aki Xxxxxxxx (xx applicable) Instruction: Please do not fill in any blanks other than right to purchase the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement without requiring additional signatures on and further agree that any community property or other such interest shall be similarly bound by the part Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of Purchaser.any rights under the Agreement. ____________________________________________ Spouse of
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 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. SIMPLEX SOLUTIONSNETCENTIVES, INC. By: /s/ [ILLEGIBLE] ------------------------------------- Title: Xxxxxx Xx ---------------------------------------- Xxxxxxx X. Xx, Vice President & CEO ---------------------------------- Address: 521 Xxxxxxx 0000 Xx Xxxxxx XxxxxxxxxXxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 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: AKI XXXXXXXX WEST SHELL, III /s/ AKI XXXXXXXX ----------------------------------------- West Shell, III ---------------------------------------- (Signature) Address: 15220 0000 Xxxxx Xx XxxxxxxxXxxxxx Xxx Xxxxxxxxx, CA, 95070 XX 00000 Vesting Commencement Date: August 13June 26, 1997 Monthly Vesting Date: the 13th day of each month I, N/A Xxxxx X. Xxxx, spouse of Aki XxxxxxxxWest Shell, xxve III, 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 other such 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. ----------------------------------------- Spouse of Aki Xxxxxxxx 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 _____________, 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 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/ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse of Aki 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.
Appears in 1 contract
