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. PETS.XXX By: /s/ Greg XxXxxxxx ------------------------------- Title: President ---------------------------- Address: 87 N. Xxxxxxx Xxx., Suite 850 Pasadena, CA 91103 PURCHASER: GREG XXXXXXXX /s/ Greg XxXxxxxx ---------------------------------- (Signature)
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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] SIGNATURE PAGE FOLLOWS The parties have executed this Common Stock Purchase Agreement as of the date first set forth above. PETS.XXX MOAI TECHNOLOGIES, INC. By: /s/ Greg XxXxxxxx ------------------------------- Title: President ---------------------------- Xxxxxxxxxx Xxxxxxxx ------------------------------------------------ Xxxxxxxxxx Xxxxxxxx, Chief Technical Officer Address: 87 N. Xxxxxxx Xxx.000 Xxxxxxxx Xxxxxx, Suite 850 Pasadena2117 San Francisco, CA 91103 94103 PURCHASER ACKNOWLEDGES AND AGREES THAT, SUBJECT TO THE EMPLOYMENT LETTER, THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: GREG XXXXXXXX XXXX XXXXXXX /s/ Greg XxXxxxxx ---------------------------------- Xxxx Xxxxxxx ---------------------------------------------------- (Signature) Address: [ADDRESS] ------------------------------------------ ------------------------------------------ Vesting Commencement Date: December 1, 1997 I, _________________, spouse of Xxxx 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 irrevocably bound by the Agreement and further agree that any community property or other such interest 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. _____________________________________ Signature of spouse EXHIBIT A PROMISSORY NOTE --------------- $44,325.00 San Francisco, California December 9, 1997 For value received, the undersigned promises to pay Moai Technologies, Inc., a California corporation (the "Company"), at its principal office the ------- principal sum of $44,325.00 with interest from the date hereof at a rate of 6.10% per annum, compounded annually, on the unpaid balance of such principal sum. Such principal and interest shall be due and payable on the earlier of (a) such time as the Company's repurchase option with respect to the shares of the Company's Common Stock purchased by the undersigned with the principal amount of this Note has lapsed in its entirety and (b) ten (10) days following termination of the undersigned's employment relationship for any reason or no reason. Principal and interest are payable in lawful money of the United States of America. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT INTEREST OR PENALTY. Should suit be commenced to collect any sums due under this Note, such sum as the Court may deem reasonable shall be added hereto as attorneys' fees. The undersigned hereby waives presentment for payment, protest, notice of protest, and notice of nonpayment of this Note. This Note, which is full recourse, is secured by a pledge of certain shares of Common Stock of the Company and is subject to the terms of a Pledge and Security Agreement between the undersigned and the Company of even date herewith. /s/ Xxxx Xxxxxxx ---------------------------- Xxxx Xxxxxxx EXHIBIT B --------- PLEDGE AND SECURITY AGREEMENT ----------------------------- This Pledge and Security Agreement (this "Agreement") is entered into as of --------- December 9, 1997 between Moai Technologies, Inc., a California corporation (the "Company"), and Xxxx Xxxxxxx ("Purchaser"). ------- --------- RECITALS -------- In connection and simultaneously with Purchaser's purchase of certain shares of the Company's Common Stock (the "Shares") pursuant to a Common Stock ------ Purchase Agreement dated as of the date hereof between Purchaser and the Company, Purchaser is delivering a promissory note (the "Note") in full payment ---- of the purchase price for the Shares. The Company requires that the Note be secured by a pledge of the Shares on the terms set forth below.
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Samples: Common Stock Purchase Agreement (Moai Technologies Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT NOTE HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT NOTE ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPTOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. [Signature Page Follows] The parties have executed this Agreement PROMISSORY NOTE as of the date first set forth noted above. PETS.XXX COMPANY: AUTOLOTTO, INC. By: /s/ Greg XxXxxxxx ------------------------------- Mxxxxxx Xxxxxxxxx Name: Mxxxxxx Xxxxxxxxx Title: :President ---------------------------- Address: 87 N. 5000X Xxxxxxx Xxx., Suite 850 PasadenaXxxxxxx Xxxx #0000 San Francisco, CA 91103 PURCHASER94131 COMPANY: GREG XXXXXXXX AUTOLOTTO, INC. By: /s/ Greg Lxxxxxxx XxXxxxxx ---------------------------------- (Signature)Name: Lxxxxxxx X. XxXxxxxx Title:Chief Executive Officer 5000X Xxxxxxx Xxxxxxx Xxxx #0000 San Francisco, CA 94131 The parties have executed this PROMISSORY NOTE as of the date first noted above. Name of Holder: Blockchain Industries, Inc. By: /s/ Pxxxxxx Xxxxxxxx Name: Pxxxxxx Xxxxxxxx Title:Chairman/CEO
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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. PETS.XXX TENDEX, INC. By: /s/ Greg XxXxxxxx ------------------------------- :________________________________ Title: President ---------------------------- :_____________________________ Address: 87 N. Xxxxxxx Xxx., Suite 850 Pasadena, CA 91103 PURCHASER: GREG XXXXXXXX /s/ Greg XxXxxxxx ---------------------------------- XXXXX HEALTHSYSTEM MEDICAL, INC. ___________________________________ (Signature) Address: RECEIPT ------- TENDEX, INC. hereby acknowledges receipt of payment in the amount of $0.0003 given by XXXXX HEALTHSYSTEM MEDICAL, INC. as consideration for ------- Certificate No. _______ for 3 (Three) shares of Common Stock of TENDEX, INC.. Dated: ________________ TENDEX, INC. By:_______________________________ Title:____________________________ EXHIBIT D Chemdex Common Stock Purchase Agreement TENDEX, INC. COMMON STOCK PURCHASE AGREEMENT ------------------------------- This Common Stock Purchase Agreement (the "Agreement") is made as of --------- December _______, 1999 by and between Tendex, Inc., a Delaware corporation (the "Company"), and Chemdex Corporation ("Purchaser"). ------- ---------
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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. PETS.XXX PACIFIC DIGITAL MEDIA, INC. By: /s/ Greg XxXxxxxx ------------------------------- Xxxxxxx Xxxx -------------------------------- Title: President ---------------------------- Chairman of Board ----------------------------- Address: 87 N. Xxxxxxx Xxx., Suite 850 Pasadena000 Xxxxx Xxxxxx Mountain View, CA 91103 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: GREG XXXXXXXX XXXXXXX X. XXXX /s/ Greg XxXxxxxx ---------------------------------- Xxxxxxx Xxxx ------------------------------- (Signature)) Address: Vesting Commencement Date: August 1, 1997 I, Xxxxx X. Xxxx, spouse of Xxxxxxx X. Xxxx, 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 other such interest 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.
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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 SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINEDOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. In Witness Whereof, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The the parties hereto have executed this the Series A Preferred Stock Purchase Agreement as of the date first set forth abovein the first paragraph hereof. PETS.XXX By: /s/ Greg XxXxxxxx ------------------------------- President Address: Accela International, LLC By: Name: Title: President ---------------------------- AddressXxxxxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxxxxxx (a married man and his sole and separate property) By: 87 N. Name: Title: Xxxxxxx Xxx., Suite 850 Pasadena, CA 91103 PURCHASERXxxxxxxxxxx Xxxxxx Xxxxxxxxxxx Fayette High Tech Partnership II By: GREG XXXXXXXX /s/ Greg XxXxxxxx ---------------------------------- (Signature)Name: Title: Xxxx Xxxxx Xxxxx X. Xxxxxxxxxx Xxxxx Xxxx Xxxxxx Revocable Trust By: Name: Title:
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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 SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SUCH QUALIFICATION BEING OBTAINEDOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.. In Witness Whereof, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The the parties hereto have executed this the Series D Preferred Stock Purchase Agreement as of the date first set forth abovein the first paragraph hereof. PETS.XXX By: /s/ Greg XxXxxxxx ------------------------------- Title: President ---------------------------- Dxxx Xxxxxxx Dxxx Xxxxxxx, Chief Executive Officer Address: 87 N. Xxxxxxx 900 Xxxx Xxx., Suite 850 PasadenaXxxxx 00 Xxx Xxxx, CA 91103 PURCHASERXX 00000 In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. Signature: GREG XXXXXXXX /s/ Greg XxXxxxxx ---------------------------------- (Gxxxx Xxxxx Print Name: Gxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. By Levensohn Capital Partners II LLC, its General Partner By Levensohn Venture Partners LLC its Managing Member By: /s/ Pxxxxx Xxxxxxxxx Print Name: Pxxxxx Xxxxxxxxx Title: Managing Member In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. By: Battery Partners V, LLC General Partner /s/ Mxxxxx X. Xxxxx Name: Title: Member Manager In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. By: Itasca VC Partners VII-A, LLC, General Partner By /s/ Kxxx Xxxxxxx , CFO In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. Signature): /s/ Rxxxxx X. Xxxxx Print Name: Rxxxxx X. Xxxxx Title: Vice President In Witness Whereof, the parties hereto have executed the Series D Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof. By: Argonaut Private Equity LLC, its Manager Signature: /s/ Jxxxx Xxxxxx Print Name: Jxxxx Xxxxxx Title: Managing Director
1. AGREEMENT TO SELL AND PURCHASE 1
1.1 Authorization of Shares 1 1.2 Sale and Purchase 1 2. CLOSING, DELIVERY AND PAYMENT 2 2.1 Closing 2 2.2 Delivery 2 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3 3.1 Organization, Good Standing and Qualification 4 3.2 Subsidiaries 4 3.3 Capitalization; Voting Rights 4 3.4 Authorization; Binding Obligations 5 3.5 Financial Statements 6 3.6 Liabilities 6 3.7 Agreements; Action 6
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Veraz Networks, Inc.)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF 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. PETS.XXX PREVIEW SYSTEMS, INC. By: /s/ Greg XxXxxxxx ------------------------------- Xxxxxxx Xxxxxxxxx --------------------------- Title: President ---------------------------- CEO ------------------------- Address: 87 N. Xxxxxxx Xxx.0000 Xxxxx XxXxxx Xxxx. Xxxxx 000 Xxxxxxxxx, Suite 850 PasadenaXX 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, CA 91103 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: GREG XXXXXXXX XXXX XXXXX /s/ Greg XxXxxxxx ---------------------------------- 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. _______________________________________________ Xxxx Xxxxx 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 Xxxx Xxxxx ("Purchaser"). ------- --------- RECITALS -------- In connection with Purchaser's purchase of certain shares of the Company's Common Stock (the "Shares") pursuant to a Common Stock Purchase Agreement dated ------ July ___, 1999 between Purchaser and the Company, Purchaser is delivering a promissory note of even date herewith (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 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 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. PETS.XXX PACIFIC DIGITAL MEDIA, INC. By: /s/ Greg XxXxxxxx ------------------------------- Xxxxxxx Xxxx -------------------------------- Title: President ---------------------------- Chairman of Board ----------------------------- Address: 87 N. Xxxxxxx Xxx., Suite 850 Pasadena000 Xxxxx Xxxxxx Mountain View, CA 91103 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: GREG XXXXXXXX XXXXXXX X. XXXX /s/ Greg XxXxxxxx ---------------------------------- Xxxxxxx Xxxx ------------------------------- (Signature)) Address: 00 Xxxxxxxx Xxxxx Xxxx Xxxx, XX 00000 Vesting Commencement Date: August 1, 1997 I, Xxxxx X. Xxxx, spouse of Xxxxxxx X. Xxxx, 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 other such interest 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.
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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. PETS.XXX TENDEX, INC. By: /s/ Greg XxXxxxxx ------------------------------- :________________________________ Title: President ---------------------------- :_____________________________ Address: 87 N. Xxxxxxx Xxx., Suite 850 Pasadena, CA 91103 PURCHASER: GREG XXXXXXXX /s/ Greg XxXxxxxx ---------------------------------- CHEMDEX CORPORATION ___________________________________ (Signature)) Address: RECEIPT ------- TENDEX, INC. hereby acknowledges receipt of payment in the amount of $0.0001 given by CHEMDEX CORPORATION as consideration for Certificate ------- No. ______ for 1 (One) share of Common Stock of TENDEX, INC.. Dated: ________________ TENDEX, INC. By:___________________________ Title:________________________ EXHIBIT E Series A Stock Purchase Agreement TENDEX, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT December __, 1999 TABLE OF CONTENTS
1.1 Sale and Issuance of Series A Preferred Stock.................... 1 1.2
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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. PETS.XXX BOMBARDIER SOFTWARE, INC. By: /s/ Greg XxXxxxxx ------------------------------- Xxxxx Xxx -------------------------- Title: President ---------------------------- Chief Executive Officer ----------------------- Address: 87 N. Xxxxxxx Xxx.0000 Xxxxxxxx Xxxxxxxxx, Suite 850 PasadenaXxxxx 000 Xxx Xxxxx, CA 91103 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: GREG XXXXXXXX XXXXX XXXXX /s/ Greg XxXxxxxx ---------------------------------- Xxxxx Xxxxx ------------------------------ (Signature)) Address:
Appears in 1 contract
