EXHIBIT 10.54
STOCK REDEMPTION AND PURCHASE AGREEMENT
THIS STOCK REDEMPTION AND PURCHASE AGREEMENT (the "Agreement") shall be
effective as of February 28, 1997, by and among ARIS Corporation, a Washington
corporation (the "Corporation"), the additional stock purchaser(s) named on the
signature page of this Agreement ("Purchaser(s)") and Xxxx Xxxxxx, an individual
(the "Seller"), with reference to the following facts:
RECITALS
A. Seller is the record and beneficial owner of one percent (1%) or more
of the issued and outstanding shares of common stock of the Corporation. Seller
would like to sell 15,000 shares of the Corporation's common stock held by
Seller (the "Redemption Shares"), under the terms and conditions of this
Agreement.
B. The Board of Directors of the Corporation has determined that it is
desirable and in the best interests of the Corporation to redeem up to 400,000
shares of the common stock of the Corporation held by shareholders holding one
percent (1%) or more of the issued and outstanding common stock of the
Corporation.
C. Purchaser(s) are willing to purchase any Redemption Shares that are
not redeemed by the Corporation.
D. Seller has determined that it is desirable and in the best interests
of Seller to sell the Redemption Shares to the Corporation and Purchasers at
this point in time, rather than subject Seller to any further market risk with
respect to such Redemption Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
1. REDEMPTION OF SHARES. Effective as of the date of this Agreement, and
--------------------
subject to the terms and conditions of this Agreement, the Corporation agrees to
redeem and/or the Purchaser(s) agree to purchase from Seller, and the Seller
agrees to sell to the Corporation and/or the Purchaser(s) the Redemption Shares.
2. REDEMPTION PRICE FOR SHARES. The redemption and/or purchase price for
---------------------------
the Redemption Shares shall be Nine Dollars and Seventy Five Cents ($9.75) per
share or an aggregate redemption price of One Hundred Forty Six Thousand Two
Hundred and Fifty Dollars ($146,250.00) (the "Redemption Price").
3. CERTAIN COSTS TO BE BORNE BY PURCHASER(S). Purchaser(s) agree to pay
-----------------------------------------
to the Corporation Five Cents ($0.05) for each Redemption Share purchased by
such Purchaser(s) to cover the Corporation's costs in processing and documenting
the purchase of Redemption Shares by Purchaser(s) from Seller.
4. SETTLEMENT OF FUNDS; SHARE CERTIFICATES. The Corporation, Seller, and
---------------------------------------
Purchaser(s) agree that all funds to be paid in connection with the purchase and
sale of the Redemption Shares and the costs to be borne by Purchaser(s) in
paragraph 4 above shall be paid to the respective parties by the close of
business, Friday, March 14, 1997. The Corporation shall use its best endeavors
to issue share certificates to the parties as soon as practicable after
execution hereof.
1
5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
--------------------------------------------
represents and warrants that:
(a) Seller is the owner of the Redemption Shares, free and clear of
any encumbrances or rights of third parties;
(b) Seller has the power and authority to enter into this Agreement
and to perform the same, and is not a party to or obligated under or restricted
by any contract or other provision, which has not been waived, that will be
violated in any material respect by making and performing this Agreement;
(c) Seller has received a copy of the Corporation's confidential
shareholder disclosure materials, including without limitation that certain
valuation report by Corporate Advisory Associates of Seattle, Washington dated
effective August 31, 1996, as updated January 1, 1997 (collectively, the
"Shareholder Disclosure Materials"), and has read and understands their
contents;
(d) Seller acknowledges that Seller is aware of the Corporation's
plans with respect to a possible initial public offering ("IPO") of its common
stock, that it has engaged counsel, auditors and investment bankers to assist
the Corporation in connection with its potential IPO, and that Seller has had
the opportunity to review valuation proposals from various investment banks and
potential underwriters (collectively, the "Valuation Proposals") regarding,
among other things, the potential post-IPO value of the Redemption Shares, and
has read and understands their contents;
(e) Seller, either alone or with the assistance of Seller's
professional advisors, has such knowledge and experience in financial and
business matters that Seller is capable of evaluating the Shareholder Disclosure
Materials, the Valuation Proposals, the likelihood of the Corporation's
potential IPO and, accordingly, the benefits and potential costs of the sale of
the Redemption Shares at this point in time;
(f) Seller has either spoken or met with, or been given reasonable
opportunity to speak with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the Shareholder Disclosure Materials, the Valuation
Proposals, the potential IPO, and the sale of the Redemption Shares at this
point in time; and
(g) Seller is exercising his or her own judgment regarding Seller's
decision to sell the Redemption Shares, and Seller is not relying upon any other
statements or representations of the Corporation, its officers, directors,
agents or advisors, regarding the merits of this transaction.
6. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
-------------------------------------------------
represents and warrants that:
(a) The Corporation has full power and is duly authorized by law to
obligate itself to redeem the Redemption Shares; and
(b) The Corporation is not a party to or obligated under or restricted
by its articles of incorporation, bylaws, any contract or other provision, which
has not been waived, that will be violated in any material respect by making and
performing this Agreement.
2
7. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.
8. GOVERNING LAW; SURVIVAL OF RIGHTS; SEVERABILITY. This Agreement shall
-----------------------------------------------
be governed by the laws of the State of Washington as such laws are applied by
Washington courts to agreements entered into and to be performed in Washington
by and between residents of Washington, and shall bind and inure to the benefit
of the heirs, executors, personal representatives, successors and assigns of the
parties hereto; provided, that the Corporation and/or the Purchaser(s) may not
--------
assign or delegate any of their rights or obligations hereunder without the
express written consent of Seller. If any provision of this Agreement shall be
held to be invalid, the remainder of this Agreement shall not be affected
thereby.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
among the parties with respect to the subject matter hereof and supersedes any
prior agreement or understandings among them, oral or written, all of which are
hereby canceled. This Agreement may not be modified or amended without the
express written consent of the parties hereto.
10. CAPTIONS; PRONOUNS. The paragraph titles or captions contained in
------------------
this Agreement are inserted only as a matter of convenience of reference. Such
titles and captions in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or persons may require.
11. NO WAIVER. The failure of any party to seek redress for violation, or
---------
to insist on strict performance, of any covenant of this Agreement shall not
prevent a subsequent act which would have constituted a violation from having
the effect of an original violation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
SELLER
/s/ XXXX XXXXXX
-----------------------------
Xxxx Xxxxxx
ARIS CORPORATION, NUMBER OF REDEMPTION
A WASHINGTON CORPORATION SHARES REDEEMED
--------------------
By /s/ XXXX SONG 15,000
----------------------------- ------
Xxxx Song, President
3
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxx Xxxxxx hereby assign, transfer and convey to ARIS
Corporation (the "Company") all of my right, title and interest in and to
Fifteen Thousand (15,000) shares of the common stock, no par value per share, of
ARIS Corporation (the "Company") standing in my name on the books of the Company
and represented by share certificate number 116, and do hereby irrevocably
constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer said stock
on the books of the Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ XXXX XXXXXX
__________________________________
Xxxx Xxxxxx
4
STOCK REDEMPTION AND PURCHASE AGREEMENT
THIS STOCK REDEMPTION AND PURCHASE AGREEMENT (the "Agreement") shall be
effective as of February 28, 1997, by and among ARIS Corporation, a Washington
corporation (the "Corporation"), the additional stock purchaser(s) named on the
signature page of this Agreement ("Purchaser(s)") and Xxxxx Xxxxxxx, an
individual (the "Seller"), with reference to the following facts:
RECITALS
A. Seller is the record and beneficial owner of one percent (1%) or more
of the issued and outstanding shares of common stock of the Corporation. Seller
would like to sell 30,000 shares of the Corporation's common stock held by
Seller (the "Redemption Shares"), under the terms and conditions of this
Agreement.
B. The Board of Directors of the Corporation has determined that it is
desirable and in the best interests of the Corporation to redeem up to 400,000
shares of the common stock of the Corporation held by shareholders holding one
percent (1%) or more of the issued and outstanding common stock of the
Corporation.
C. Purchaser(s) are willing to purchase any Redemption Shares that are
not redeemed by the Corporation.
D. Seller has determined that it is desirable and in the best interests
of Seller to sell the Redemption Shares to the Corporation and Purchasers at
this point in time, rather than subject Seller to any further market risk with
respect to such Redemption Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
1. REDEMPTION OF SHARES. Effective as of the date of this Agreement, and
--------------------
subject to the terms and conditions of this Agreement, the Corporation agrees to
redeem and/or the Purchaser(s) agree to purchase from Seller, and the Seller
agrees to sell to the Corporation and/or the Purchaser(s) the Redemption Shares.
2. REDEMPTION PRICE FOR SHARES. The redemption and/or purchase price for
---------------------------
the Redemption Shares shall be Nine Dollars and Seventy Five Cents ($9.75) per
share or an aggregate redemption price of Nine Hundred Seventy Five Thousand
Dollars ($292,500.00) (the "Redemption Price").
3. CERTAIN COSTS TO BE BORNE BY PURCHASER(S). Purchaser(s) agree to pay
-----------------------------------------
to the Corporation Five Cents ($0.05) for each Redemption Share purchased by
such Purchaser(s) to cover the Corporation's costs in processing and documenting
the purchase of Redemption Shares by Purchaser(s) from Seller.
4. SETTLEMENT OF FUNDS; SHARE CERTIFICATES. The Corporation, Seller, and
---------------------------------------
Purchaser(s) agree that all funds to be paid in connection with the purchase and
sale of the Redemption Shares and the costs to be borne by Purchaser(s) in
paragraph 4 above shall be paid to the respective parties by the close of
business, Friday, March 14, 1997. The Corporation shall use its best endeavors
to issue share certificates to the parties as soon as practicable after
execution hereof.
1
5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
--------------------------------------------
represents and warrants that:
(a) Seller is the owner of the Redemption Shares, free and clear of
any encumbrances or rights of third parties;
(b) Seller has the power and authority to enter into this Agreement
and to perform the same, and is not a party to or obligated under or restricted
by any contract or other provision, which has not been waived, that will be
violated in any material respect by making and performing this Agreement;
(c) Seller has received a copy of the Corporation's confidential
shareholder disclosure materials, including without limitation that certain
valuation report by Corporate Advisory Associates of Seattle, Washington dated
effective August 31, 1996, as updated January 1, 1997 (collectively, the
"Shareholder Disclosure Materials"), and has read and understands their
contents;
(d) Seller acknowledges that Seller is aware of the Corporation's
plans with respect to a possible initial public offering ("IPO") of its common
stock, that it has engaged counsel, auditors and investment bankers to assist
the Corporation in connection with its potential IPO, and that Seller has had
the opportunity to review valuation proposals from various investment banks and
potential underwriters (collectively, the "Valuation Proposals") regarding,
among other things, the potential post-IPO value of the Redemption Shares, and
has read and understands their contents;
(e) Seller, either alone or with the assistance of Seller's
professional advisors, has such knowledge and experience in financial and
business matters that Seller is capable of evaluating the Shareholder Disclosure
Materials, the Valuation Proposals, the likelihood of the Corporation's
potential IPO and, accordingly, the benefits and potential costs of the sale of
the Redemption Shares at this point in time;
(f) Seller has either spoken or met with, or been given reasonable
opportunity to speak with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the Shareholder Disclosure Materials, the Valuation
Proposals, the potential IPO, and the sale of the Redemption Shares at this
point in time; and
(g) Seller is exercising his or her own judgment regarding Seller's
decision to sell the Redemption Shares, and Seller is not relying upon any other
statements or representations of the Corporation, its officers, directors,
agents or advisors, regarding the merits of this transaction.
6. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
-------------------------------------------------
represents and warrants that:
(a) The Corporation has full power and is duly authorized by law to
obligate itself to redeem the Redemption Shares; and
(b) The Corporation is not a party to or obligated under or restricted
by its articles of incorporation, bylaws, any contract or other provision, which
has not been waived, that will be violated in any material respect by making and
performing this Agreement.
2
7. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.
8. GOVERNING LAW; SURVIVAL OF RIGHTS; SEVERABILITY. This Agreement shall
-----------------------------------------------
be governed by the laws of the State of Washington as such laws are applied by
Washington courts to agreements entered into and to be performed in Washington
by and between residents of Washington, and shall bind and inure to the benefit
of the heirs, executors, personal representatives, successors and assigns of the
parties hereto; provided, that the Corporation and/or the Purchaser(s) may not
--------
assign or delegate any of their rights or obligations hereunder without the
express written consent of Seller. If any provision of this Agreement shall be
held to be invalid, the remainder of this Agreement shall not be affected
thereby.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
among the parties with respect to the subject matter hereof and supersedes any
prior agreement or understandings among them, oral or written, all of which are
hereby canceled. This Agreement may not be modified or amended without the
express written consent of the parties hereto.
10. CAPTIONS; PRONOUNS. The paragraph titles or captions contained in
------------------
this Agreement are inserted only as a matter of convenience of reference. Such
titles and captions in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or persons may require.
11. NO WAIVER. The failure of any party to seek redress for violation, or
---------
to insist on strict performance, of any covenant of this Agreement shall not
prevent a subsequent act which would have constituted a violation from having
the effect of an original violation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
SELLER
/s/ XXXXX XXXXXXX
-----------------------------
Xxxxx Xxxxxxx
ARIS CORPORATION, NUMBER OF REDEMPTION
A WASHINGTON CORPORATION SHARES REDEEMED
--------------------
By /s/ XXXX SONG 30,000
----------------------------- ------
Xxxx Song, President
3
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxxx Xxxxxxx hereby assign, transfer and convey to ARIS
Corporation (the "Company") all of my right, title and interest in and to Thirty
Thousand (30,000) shares of the common stock, no par value per share, of ARIS
Corporation (the "Company") standing in my name on the books of the Company and
represented by share certificate number 143, and do hereby irrevocably
constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer said stock
on the books of the Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ XXXXX XXXXXXX
__________________________________
Xxxxx Xxxxxxx
4
STOCK REDEMPTION AND PURCHASE AGREEMENT
THIS STOCK REDEMPTION AND PURCHASE AGREEMENT (the "Agreement") shall be
effective as of February 28, 1997, by and among ARIS Corporation, a Washington
corporation (the "Corporation"), the additional stock purchaser(s) named on the
signature page of this Agreement ("Purchaser(s)") and Xxxxx Xxxxxx, an
individual (the "Seller"), with reference to the following facts:
RECITALS
A. Seller is the record and beneficial owner of one percent (1%) or more
of the issued and outstanding shares of common stock of the Corporation. Seller
would like to sell 200,000 shares of the Corporation's common stock held by
Seller (the "Redemption Shares"), under the terms and conditions of this
Agreement.
B. The Board of Directors of the Corporation has determined that it is
desirable and in the best interests of the Corporation to redeem up to 400,000
shares of the common stock of the Corporation held by shareholders holding one
percent (1%) or more of the issued and outstanding common stock of the
Corporation.
C. Purchaser(s) are willing to purchase any Redemption Shares that are
not redeemed by the Corporation.
D. Seller has determined that it is desirable and in the best interests
of Seller to sell the Redemption Shares to the Corporation and Purchasers at
this point in time, rather than subject Seller to any further market risk with
respect to such Redemption Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
1. REDEMPTION OF SHARES. Effective as of the date of this Agreement, and
--------------------
subject to the terms and conditions of this Agreement, the Corporation agrees to
redeem and/or the Purchaser(s) agree to purchase from Seller, and the Seller
agrees to sell to the Corporation and/or the Purchaser(s) the Redemption Shares.
2. REDEMPTION PRICE FOR SHARES. The redemption and/or purchase price for
---------------------------
the Redemption Shares shall be Nine Dollars and Seventy Five Cents ($9.75) per
share or an aggregate redemption price of One Million Nine Hundred and Fifty
Thousand Dollars ($1,950,000.00) (the "Redemption Price").
3. CERTAIN COSTS TO BE BORNE BY PURCHASER(S). Purchaser(s) agree to pay
-----------------------------------------
to the Corporation Five Cents ($0.05) for each Redemption Share purchased by
such Purchaser(s) to cover the Corporation's costs in processing and documenting
the purchase of Redemption Shares by Purchaser(s) from Seller.
4. SETTLEMENT OF FUNDS; SHARE CERTIFICATES. The Corporation, Seller, and
---------------------------------------
Purchaser(s) agree that all funds to be paid in connection with the purchase and
sale of the Redemption Shares and the costs to be borne by Purchaser(s) in
paragraph 4 above shall be paid to the respective parties by the close of
business, Friday, March 14, 1997. The Corporation shall use its best endeavors
to issue share certificates to the parties as soon as practicable after
execution hereof.
1
5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
--------------------------------------------
represents and warrants that:
(a) Seller is the owner of the Redemption Shares, free and clear of
any encumbrances or rights of third parties;
(b) Seller has the power and authority to enter into this Agreement
and to perform the same, and is not a party to or obligated under or restricted
by any contract or other provision, which has not been waived, that will be
violated in any material respect by making and performing this Agreement;
(c) Seller has received a copy of the Corporation's confidential
shareholder disclosure materials, including without limitation that certain
valuation report by Corporate Advisory Associates of Seattle, Washington dated
effective August 31, 1996, as updated January 1, 1997 (collectively, the
"Shareholder Disclosure Materials"), and has read and understands their
contents;
(d) Seller acknowledges that Seller is aware of the Corporation's
plans with respect to a possible initial public offering ("IPO") of its common
stock, that it has engaged counsel, auditors and investment bankers to assist
the Corporation in connection with its potential IPO, and that Seller has had
the opportunity to review valuation proposals from various investment banks and
potential underwriters (collectively, the "Valuation Proposals") regarding,
among other things, the potential post-IPO value of the Redemption Shares, and
has read and understands their contents;
(e) Seller, either alone or with the assistance of Seller's
professional advisors, has such knowledge and experience in financial and
business matters that Seller is capable of evaluating the Shareholder Disclosure
Materials, the Valuation Proposals, the likelihood of the Corporation's
potential IPO and, accordingly, the benefits and potential costs of the sale of
the Redemption Shares at this point in time;
(f) Seller has either spoken or met with, or been given reasonable
opportunity to speak with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the Shareholder Disclosure Materials, the Valuation
Proposals, the potential IPO, and the sale of the Redemption Shares at this
point in time; and
(g) Seller is exercising his or her own judgment regarding Seller's
decision to sell the Redemption Shares, and Seller is not relying upon any other
statements or representations of the Corporation, its officers, directors,
agents or advisors, regarding the merits of this transaction.
6. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
-------------------------------------------------
represents and warrants that:
(a) The Corporation has full power and is duly authorized by law to
obligate itself to redeem the Redemption Shares; and
(b) The Corporation is not a party to or obligated under or restricted
by its articles of incorporation, bylaws, any contract or other provision, which
has not been waived, that will be violated in any material respect by making and
performing this Agreement.
2
7. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.
8. GOVERNING LAW; SURVIVAL OF RIGHTS; SEVERABILITY. This Agreement shall
-----------------------------------------------
be governed by the laws of the State of Washington as such laws are applied by
Washington courts to agreements entered into and to be performed in Washington
by and between residents of Washington, and shall bind and inure to the benefit
of the heirs, executors, personal representatives, successors and assigns of the
parties hereto; provided, that the Corporation and/or the Purchaser(s) may not
--------
assign or delegate any of their rights or obligations hereunder without the
express written consent of Seller. If any provision of this Agreement shall be
held to be invalid, the remainder of this Agreement shall not be affected
thereby.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
among the parties with respect to the subject matter hereof and supersedes any
prior agreement or understandings among them, oral or written, all of which are
hereby canceled. This Agreement may not be modified or amended without the
express written consent of the parties hereto.
10. CAPTIONS; PRONOUNS. The paragraph titles or captions contained in
------------------
this Agreement are inserted only as a matter of convenience of reference. Such
titles and captions in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or persons may require.
11. NO WAIVER. The failure of any party to seek redress for violation, or
---------
to insist on strict performance, of any covenant of this Agreement shall not
prevent a subsequent act which would have constituted a violation from having
the effect of an original violation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
SELLER
/s/ XXXXX XXXXXX
-----------------------------
Xxxxx Xxxxxx
ARIS CORPORATION, NUMBER OF REDEMPTION
A WASHINGTON CORPORATION SHARES REDEEMED
--------------------
By /s/ XXXX SONG 200,000
----------------------------- -------
Xxxx Song, President
3
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxxx Xxxxxx hereby assign, transfer and convey to ARIS
Corporation (the "Company") all of my right, title and interest in and to Two
Hundred Thousand (200,000) shares of the common stock, no par value per share,
of ARIS Corporation (the "Company") standing in my name on the books of the
Company and represented by share certificate number 125, and do hereby
irrevocably constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer
said stock on the books of the Company with full power of substitution in the
premises.
EFFECTIVE February 28, 1997.
/s/ XXXXX XXXXXX
__________________________________
Xxxxx Xxxxxx
4
STOCK REDEMPTION AND PURCHASE AGREEMENT
THIS STOCK REDEMPTION AND PURCHASE AGREEMENT (the "Agreement") shall be
effective as of February 28, 1997, by and among ARIS Corporation, a Washington
corporation (the "Corporation"), the additional stock purchaser(s) named on the
signature page of this Agreement ("Purchaser(s)") and Xxxx Xxxxxx, an individual
(the "Seller"), with reference to the following facts:
RECITALS
A. Seller is the record and beneficial owner of one percent (1%) or more
of the issued and outstanding shares of common stock of the Corporation. Seller
would like to sell 100,000 shares of the Corporation's common stock held by
Seller (the "Redemption Shares"), under the terms and conditions of this
Agreement.
B. The Board of Directors of the Corporation has determined that it is
desirable and in the best interests of the Corporation to redeem up to 400,000
shares of the common stock of the Corporation held by shareholders holding one
percent (1%) or more of the issued and outstanding common stock of the
Corporation.
C. Purchaser(s) are willing to purchase any Redemption Shares that are
not redeemed by the Corporation.
D. Seller has determined that it is desirable and in the best interests
of Seller to sell the Redemption Shares to the Corporation and Purchasers at
this point in time, rather than subject Seller to any further market risk with
respect to such Redemption Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
1. REDEMPTION OF SHARES. Effective as of the date of this Agreement, and
--------------------
subject to the terms and conditions of this Agreement, the Corporation agrees to
redeem and/or the Purchaser(s) agree to purchase from Seller, and the Seller
agrees to sell to the Corporation and/or the Purchaser(s) the Redemption Shares.
2. REDEMPTION PRICE FOR SHARES. The redemption and/or purchase price for
---------------------------
the Redemption Shares shall be Nine Dollars and Seventy Five Cents ($9.75) per
share or an aggregate redemption price of Nine Hundred Seventy Five Thousand
Dollars ($975,000) (the "Redemption Price").
3. CERTAIN COSTS TO BE BORNE BY PURCHASER(S). Purchaser(s) agree to pay
-----------------------------------------
to the Corporation Five Cents ($0.05) for each Redemption Share purchased by
such Purchaser(s) to cover the Corporation's costs in processing and documenting
the purchase of Redemption Shares by Purchaser(s) from Seller.
4. SETTLEMENT OF FUNDS; SHARE CERTIFICATES. The Corporation, Seller, and
---------------------------------------
Purchaser(s) agree that all funds to be paid in connection with the purchase and
sale of the Redemption Shares and the costs to be borne by Purchaser(s) in
paragraph 4 above shall be paid to the respective parties by the close of
business, Friday, March 14, 1997. The Corporation shall use its best endeavors
to issue share certificates to the parties as soon as practicable after
execution hereof.
1
5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
--------------------------------------------
represents and warrants that:
(a) Seller is the owner of the Redemption Shares, free and clear of
any encumbrances or rights of third parties;
(b) Seller has the power and authority to enter into this Agreement
and to perform the same, and is not a party to or obligated under or restricted
by any contract or other provision, which has not been waived, that will be
violated in any material respect by making and performing this Agreement;
(c) Seller has received a copy of the Corporation's confidential
shareholder disclosure materials, including without limitation that certain
valuation report by Corporate Advisory Associates of Seattle, Washington dated
effective August 31, 1996, as updated January 1, 1997 (collectively, the
"Shareholder Disclosure Materials"), and has read and understands their
contents;
(d) Seller acknowledges that Seller is aware of the Corporation's
plans with respect to a possible initial public offering ("IPO") of its common
stock, that it has engaged counsel, auditors and investment bankers to assist
the Corporation in connection with its potential IPO, and that Seller has had
the opportunity to review valuation proposals from various investment banks and
potential underwriters (collectively, the "Valuation Proposals") regarding,
among other things, the potential post-IPO value of the Redemption Shares, and
has read and understands their contents;
(e) Seller, either alone or with the assistance of Seller's
professional advisors, has such knowledge and experience in financial and
business matters that Seller is capable of evaluating the Shareholder Disclosure
Materials, the Valuation Proposals, the likelihood of the Corporation's
potential IPO and, accordingly, the benefits and potential costs of the sale of
the Redemption Shares at this point in time;
(f) Seller has either spoken or met with, or been given reasonable
opportunity to speak with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the Shareholder Disclosure Materials, the Valuation
Proposals, the potential IPO, and the sale of the Redemption Shares at this
point in time; and
(g) Seller is exercising his or her own judgment regarding Seller's
decision to sell the Redemption Shares, and Seller is not relying upon any other
statements or representations of the Corporation, its officers, directors,
agents or advisors, regarding the merits of this transaction.
6. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
-------------------------------------------------
represents and warrants that:
(a) The Corporation has full power and is duly authorized by law to
obligate itself to redeem the Redemption Shares; and
(b) The Corporation is not a party to or obligated under or restricted
by its articles of incorporation, bylaws, any contract or other provision, which
has not been waived, that will be violated in any material respect by making and
performing this Agreement.
2
7. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.
8. GOVERNING LAW; SURVIVAL OF RIGHTS; SEVERABILITY. This Agreement shall
-----------------------------------------------
be governed by the laws of the State of Washington as such laws are applied by
Washington courts to agreements entered into and to be performed in Washington
by and between residents of Washington, and shall bind and inure to the benefit
of the heirs, executors, personal representatives, successors and assigns of the
parties hereto; provided, that the Corporation and/or the Purchaser(s) may not
--------
assign or delegate any of their rights or obligations hereunder without the
express written consent of Seller. If any provision of this Agreement shall be
held to be invalid, the remainder of this Agreement shall not be affected
thereby.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
among the parties with respect to the subject matter hereof and supersedes any
prior agreement or understandings among them, oral or written, all of which are
hereby canceled. This Agreement may not be modified or amended without the
express written consent of the parties hereto.
10. CAPTIONS; PRONOUNS. The paragraph titles or captions contained in
------------------
this Agreement are inserted only as a matter of convenience of reference. Such
titles and captions in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or persons may require.
11. NO WAIVER. The failure of any party to seek redress for violation, or
---------
to insist on strict performance, of any covenant of this Agreement shall not
prevent a subsequent act which would have constituted a violation from having
the effect of an original violation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
SELLER
/s/ XXXX XXXXXX
-----------------------------
Xxxx Xxxxxx
ARIS CORPORATION, NUMBER OF REDEMPTION
A WASHINGTON CORPORATION SHARES REDEEMED
--------------------
By /s/ XXXX SONG 100,000
----------------------------- -------
Xxxx Song, President
3
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxx Xxxxxx hereby assign, transfer and convey to ARIS
Corporation (the "Company") all of my right, title and interest in and to One
Hundred Thousand (100,000) shares of the common stock, no par value per share,
of ARIS Corporation (the "Company") standing in my name on the books of the
Company and represented by share certificate number 103, and do hereby
irrevocably constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer
said stock on the books of the Company with full power of substitution in the
premises.
EFFECTIVE February 28, 1997.
/s/ XXXX XXXXXX
__________________________________
Xxxx Xxxxxx
4
STOCK REDEMPTION AND PURCHASE AGREEMENT
THIS STOCK REDEMPTION AND PURCHASE AGREEMENT (the "Agreement") shall be
effective as of February 28, 1997, by and among ARIS Corporation, a Washington
corporation (the "Corporation"), the additional stock purchaser(s) named on the
signature page of this Agreement ("Purchaser(s)") and Xxxxx Xxxxx, an individual
(the "Seller"), with reference to the following facts:
RECITALS
A. Seller is the record and beneficial owner of one percent (1%) or more
of the issued and outstanding shares of common stock of the Corporation. Seller
would like to sell 10,000 shares of the Corporation's common stock held by
Seller (the "Redemption Shares"), under the terms and conditions of this
Agreement.
B. The Board of Directors of the Corporation has determined that it is
desirable and in the best interests of the Corporation to redeem up to 400,000
shares of the common stock of the Corporation held by shareholders holding one
percent (1%) or more of the issued and outstanding common stock of the
Corporation.
C. Purchaser(s) are willing to purchase any Redemption Shares that are
not redeemed by the Corporation.
D. Seller has determined that it is desirable and in the best interests
of Seller to sell the Redemption Shares to the Corporation and Purchasers at
this point in time, rather than subject Seller to any further market risk with
respect to such Redemption Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
1. REDEMPTION OF SHARES. Effective as of the date of this Agreement, and
--------------------
subject to the terms and conditions of this Agreement, the Corporation agrees to
redeem and/or the Purchaser(s) agree to purchase from Seller, and the Seller
agrees to sell to the Corporation and/or the Purchaser(s) the Redemption Shares.
2. REDEMPTION PRICE FOR SHARES. The redemption and/or purchase price for
---------------------------
the Redemption Shares shall be Nine Dollars and Seventy Five Cents ($9.75) per
share or an aggregate redemption price of Ninety Seven Thousand Five Hundred
Dollars ($97,500.00) (the "Redemption Price").
3. CERTAIN COSTS TO BE BORNE BY PURCHASER(S). Purchaser(s) agree to pay
-----------------------------------------
to the Corporation Five Cents ($0.05) for each Redemption Share purchased by
such Purchaser(s) to cover the Corporation's costs in processing and documenting
the purchase of Redemption Shares by Purchaser(s) from Seller.
4. SETTLEMENT OF FUNDS; SHARE CERTIFICATES. The Corporation, Seller, and
---------------------------------------
Purchaser(s) agree that all funds to be paid in connection with the purchase and
sale of the Redemption Shares and the costs to be borne by Purchaser(s) in
paragraph 4 above shall be paid to the respective parties by the close of
business, Friday, March 14, 1997. The Corporation shall use its best endeavors
to issue share certificates to the parties as soon as practicable after
execution hereof.
1
5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
--------------------------------------------
represents and warrants that:
(a) Seller is the owner of the Redemption Shares, free and clear of
any encumbrances or rights of third parties;
(b) Seller has the power and authority to enter into this Agreement
and to perform the same, and is not a party to or obligated under or restricted
by any contract or other provision, which has not been waived, that will be
violated in any material respect by making and performing this Agreement;
(c) Seller has received a copy of the Corporation's confidential
shareholder disclosure materials, including without limitation that certain
valuation report by Corporate Advisory Associates of Seattle, Washington dated
effective August 31, 1996, as updated January 1, 1997 (collectively, the
"Shareholder Disclosure Materials"), and has read and understands their
contents;
(d) Seller acknowledges that Seller is aware of the Corporation's
plans with respect to a possible initial public offering ("IPO") of its common
stock, that it has engaged counsel, auditors and investment bankers to assist
the Corporation in connection with its potential IPO, and that Seller has had
the opportunity to review valuation proposals from various investment banks and
potential underwriters (collectively, the "Valuation Proposals") regarding,
among other things, the potential post-IPO value of the Redemption Shares, and
has read and understands their contents;
(e) Seller, either alone or with the assistance of Seller's
professional advisors, has such knowledge and experience in financial and
business matters that Seller is capable of evaluating the Shareholder Disclosure
Materials, the Valuation Proposals, the likelihood of the Corporation's
potential IPO and, accordingly, the benefits and potential costs of the sale of
the Redemption Shares at this point in time;
(f) Seller has either spoken or met with, or been given reasonable
opportunity to speak with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the Shareholder Disclosure Materials, the Valuation
Proposals, the potential IPO, and the sale of the Redemption Shares at this
point in time; and
(g) Seller is exercising his or her own judgment regarding Seller's
decision to sell the Redemption Shares, and Seller is not relying upon any other
statements or representations of the Corporation, its officers, directors,
agents or advisors, regarding the merits of this transaction.
6. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
-------------------------------------------------
represents and warrants that:
(a) The Corporation has full power and is duly authorized by law to
obligate itself to redeem the Redemption Shares; and
(b) The Corporation is not a party to or obligated under or restricted
by its articles of incorporation, bylaws, any contract or other provision, which
has not been waived, that will be violated in any material respect by making and
performing this Agreement.
2
7. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.
8. GOVERNING LAW; SURVIVAL OF RIGHTS; SEVERABILITY. This Agreement shall
-----------------------------------------------
be governed by the laws of the State of Washington as such laws are applied by
Washington courts to agreements entered into and to be performed in Washington
by and between residents of Washington, and shall bind and inure to the benefit
of the heirs, executors, personal representatives, successors and assigns of the
parties hereto; provided, that the Corporation and/or the Purchaser(s) may not
--------
assign or delegate any of their rights or obligations hereunder without the
express written consent of Seller. If any provision of this Agreement shall be
held to be invalid, the remainder of this Agreement shall not be affected
thereby.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
among the parties with respect to the subject matter hereof and supersedes any
prior agreement or understandings among them, oral or written, all of which are
hereby canceled. This Agreement may not be modified or amended without the
express written consent of the parties hereto.
10. CAPTIONS; PRONOUNS. The paragraph titles or captions contained in
------------------
this Agreement are inserted only as a matter of convenience of reference. Such
titles and captions in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or persons may require.
11. NO WAIVER. The failure of any party to seek redress for violation, or
---------
to insist on strict performance, of any covenant of this Agreement shall not
prevent a subsequent act which would have constituted a violation from having
the effect of an original violation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
SELLER
/s/ XXXXX XXXXX
-----------------------------
Xxxxx Xxxxx
ARIS CORPORATION, NUMBER OF REDEMPTION
A WASHINGTON CORPORATION SHARES REDEEMED
--------------------
By /s/ XXXX SONG 10,000
----------------------------- ------
Xxxx Song, President
3
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxxx Xxxxx hereby assign, transfer and convey to ARIS
Corporation (the "Company") all of my right, title and interest in and to Ten
Thousand (10,000) shares of the common stock, no par value per share, of ARIS
Corporation (the "Company") standing in my name on the books of the Company and
represented by share certificate number 146, and do hereby irrevocably
constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer said stock
on the books of the Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ XXXXX XXXXX
__________________________________
Xxxxx Xxxxx
4
STOCK REDEMPTION AND PURCHASE AGREEMENT
THIS STOCK REDEMPTION AND PURCHASE AGREEMENT (the "Agreement") shall be
effective as of February 28, 1997, by and among ARIS Corporation, a Washington
corporation (the "Corporation"), the additional stock purchaser(s) named on the
signature page of this Agreement ("Purchaser(s)") and Xxxx Xxxx, an individual
(the "Seller"), with reference to the following facts:
RECITALS
A. Seller is the record and beneficial owner of one percent (1%) or more
of the issued and outstanding shares of common stock of the Corporation. Seller
would like to sell 100,000 shares of the Corporation's common stock held by
Seller (the "Redemption Shares"), under the terms and conditions of this
Agreement.
B. The Board of Directors of the Corporation has determined that it is
desirable and in the best interests of the Corporation to redeem up to 400,000
shares of the common stock of the Corporation held by shareholders holding one
percent (1%) or more of the issued and outstanding common stock of the
Corporation.
C. Purchaser(s) are willing to purchase any Redemption Shares that are
not redeemed by the Corporation.
D. Seller has determined that it is desirable and in the best interests
of Seller to sell the Redemption Shares to the Corporation and Purchasers at
this point in time, rather than subject Seller to any further market risk with
respect to such Redemption Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
1. REDEMPTION OF SHARES. Effective as of the date of this Agreement, and
--------------------
subject to the terms and conditions of this Agreement, the Corporation agrees to
redeem and/or the Purchaser(s) agree to purchase from Seller, and the Seller
agrees to sell to the Corporation and/or the Purchaser(s) the Redemption Shares.
2. REDEMPTION PRICE FOR SHARES. The redemption and/or purchase price for
---------------------------
the Redemption Shares shall be Nine Dollars and Seventy Five Cents ($9.75) per
share or an aggregate redemption price of Nine Hundred Seventy Five Thousand
Dollars ($975,000) (the "Redemption Price").
3. CERTAIN COSTS TO BE BORNE BY PURCHASER(S). Purchaser(s) agree to pay
-----------------------------------------
to the Corporation Five Cents ($0.05) for each Redemption Share purchased by
such Purchaser(s) to cover the Corporation's costs in processing and documenting
the purchase of Redemption Shares by Purchaser(s) from Seller.
4. SETTLEMENT OF FUNDS; SHARE CERTIFICATES. The Corporation, Seller, and
---------------------------------------
Purchaser(s) agree that all funds to be paid in connection with the purchase and
sale of the Redemption Shares and the costs to be borne by Purchaser(s) in
paragraph 4 above shall be paid to the respective parties by the close of
business, Friday, March 14, 1997. The Corporation shall use its best endeavors
to issue share certificates to the parties as soon as practicable after
execution hereof.
1
5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
--------------------------------------------
represents and warrants that:
(a) Seller is the owner of the Redemption Shares, free and clear of
any encumbrances or rights of third parties;
(b) Seller has the power and authority to enter into this Agreement
and to perform the same, and is not a party to or obligated under or restricted
by any contract or other provision, which has not been waived, that will be
violated in any material respect by making and performing this Agreement;
(c) Seller has received a copy of the Corporation's confidential
shareholder disclosure materials, including without limitation that certain
valuation report by Corporate Advisory Associates of Seattle, Washington dated
effective August 31, 1996, as updated January 1, 1997 (collectively, the
"Shareholder Disclosure Materials"), and has read and understands their
contents;
(d) Seller acknowledges that Seller is aware of the Corporation's
plans with respect to a possible initial public offering ("IPO") of its common
stock, that it has engaged counsel, auditors and investment bankers to assist
the Corporation in connection with its potential IPO, and that Seller has had
the opportunity to review valuation proposals from various investment banks and
potential underwriters (collectively, the "Valuation Proposals") regarding,
among other things, the potential post-IPO value of the Redemption Shares, and
has read and understands their contents;
(e) Seller, either alone or with the assistance of Seller's
professional advisors, has such knowledge and experience in financial and
business matters that Seller is capable of evaluating the Shareholder Disclosure
Materials, the Valuation Proposals, the likelihood of the Corporation's
potential IPO and, accordingly, the benefits and potential costs of the sale of
the Redemption Shares at this point in time;
(f) Seller has either spoken or met with, or been given reasonable
opportunity to speak with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the Shareholder Disclosure Materials, the Valuation
Proposals, the potential IPO, and the sale of the Redemption Shares at this
point in time; and
(g) Seller is exercising his or her own judgment regarding Seller's
decision to sell the Redemption Shares, and Seller is not relying upon any other
statements or representations of the Corporation, its officers, directors,
agents or advisors, regarding the merits of this transaction.
6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER(S). Purchaser(s)
--------------------------------------------------
hereby represent and warrant that:
(a) Purchaser(s) are purchasing the redeemed shares for their own
investment purposes, and not with a view towards the resale of the Redemption
Shares;
(b) Purchaser(s) have the power and authority to enter into this
Agreement and to perform the same, and none of them is not a party to or
obligated under or restricted by any contract or other provision, which has not
been waived, that will be violated in any material respect by making and
performing this Agreement;
2
(c) Purchaser(s) have received a copy of the Corporation's
confidential shareholder disclosure materials, including without limitation that
certain valuation report by Corporate Advisory Associates of Seattle, Washington
dated effective August 31, 1996, as updated January 1, 1997 (collectively, the
"Shareholder Disclosure Materials"), and has read and understands their
contents;
(d) Purchaser(s) acknowledges that such Purchaser(s) is aware of the
Corporation's plans with respect to a possible initial public offering ("IPO")
of its common stock, that it has engaged counsel, auditors and investment
bankers to assist the Corporation in connection with its potential IPO, and that
Purchaser(s) has had the opportunity to review valuation proposals from various
investment banks and potential underwriters (collectively, the "Valuation
Proposals") regarding, among other things, the potential post-IPO value of the
Redemption Shares, and has read and understands their contents;
(e) Purchaser(s), either alone or with the assistance of Purchaser(s)'
professional advisors, has such knowledge and experience in financial and
business matters that Purchaser(s) is capable of evaluating the Shareholder
Disclosure Materials, the Valuation Proposals, the likelihood of the
Corporation's potential IPO and, accordingly, the benefits and potential costs
of the purchase of the Redemption Shares at this point in time;
(f) Purchaser(s) has either spoken or met with, or been given
reasonable opportunity to speak with, representatives of the Corporation for the
purpose of asking questions of, and receiving answers and information from, such
representatives concerning the Shareholder Disclosure Materials, the Valuation
Proposals, the potential IPO, and the purchase of the Redemption Shares at this
point in time; and
(g) Purchaser(s) is exercising his or her own judgment regarding
Purchaser(s) decision to buy the Redemption Shares, and Seller is not relying
upon any other statements or representations of the Corporation, its officers,
directors, agents or advisors, regarding the merits of this transaction.
7. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
-------------------------------------------------
represents and warrants that:
(a) The Corporation has full power and is duly authorized by law to
obligate itself to redeem the Redemption Shares; and
(b) The Corporation is not a party to or obligated under or restricted
by its articles of incorporation, bylaws, any contract or other provision, which
has not been waived, that will be violated in any material respect by making and
performing this Agreement.
8. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.
9. GOVERNING LAW; SURVIVAL OF RIGHTS; SEVERABILITY. This Agreement shall
-----------------------------------------------
be governed by the laws of the State of Washington as such laws are applied by
Washington courts to agreements entered into and to be performed in Washington
by and between residents of Washington, and shall bind and inure to the benefit
of the heirs, executors, personal representatives, successors and assigns of the
parties hereto; provided, that the Corporation and/or the Purchaser(s) may not
--------
assign or delegate any of their rights or obligations hereunder without the
express written consent of Seller. If any provision of this Agreement shall be
held to be invalid, the remainder of this Agreement shall not be affected
thereby.
3
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
among the parties with respect to the subject matter hereof and supersedes any
prior agreement or understandings among them, oral or written, all of which are
hereby canceled. This Agreement may not be modified or amended without the
express written consent of the parties hereto.
11. CAPTIONS; PRONOUNS. The paragraph titles or captions contained in
------------------
this Agreement are inserted only as a matter of convenience of reference. Such
titles and captions in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or persons may require.
12. NO WAIVER. The failure of any party to seek redress for violation, or
---------
to insist on strict performance, of any covenant of this Agreement shall not
prevent a subsequent act which would have constituted a violation from having
the effect of an original violation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
SELLER
/s/ XXXX XXXX
-----------------------------
Xxxx Xxxx
ARIS CORPORATION, NUMBER OF REDEMPTION
A WASHINGTON CORPORATION SHARES REDEEMED
--------------------
By /s/ XXXX SONG 15,000
----------------------------- ------
Xxxx Song, President
4
NUMBER OF REDEMPTION
PURCHASER(S) SHARES PURCHASED
------------ --------------------
/s/ Xxx Xxxxxxx 20,000
---------------------------- ------
Xxx Xxxxxxx
/s/ Xxx Xxxxxxx 20,000
---------------------------- ------
Xxx Xxxxxxx
/s/ Xxxx Xxxxx 25,000
---------------------------- ------
Xxxx Xxxxx
/s/ Xxxxx Xxxxxxx 12,500
---------------------------- ------
Xxxxx Xxxxxxx
/s/ Xxxx Xxxxxxx 7500
---------------------------- ----
Xxxx Xxxxxxx
5
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxx Xxxx hereby assign, transfer and convey to Xxx
Xxxxxxx all of my right, title and interest in and to Twenty Thousand (20,000)
shares of the common stock, no par value per share, of ARIS Corporation (the
"Company") standing in my name on the books of the Company and represented by
share certificate number 107, and do hereby irrevocably constitute Xxxxxxx X.
Xxxxxxx, Xx., as attorney-in-fact to transfer said stock on the books of the
Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ Xxxx Xxxx
__________________________________
Xxxx Xxxx
6
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxx Xxxx hereby assign, transfer and convey to Xxx
Xxxxxxx all of my right, title and interest in and to Twenty Thousand (20,000)
shares of the common stock, no par value per share, of ARIS Corporation (the
"Company") standing in my name on the books of the Company and represented by
share certificate number 107, and do hereby irrevocably constitute Xxxxxxx X.
Xxxxxxx, Xx., as attorney-in-fact to transfer said stock on the books of the
Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ Xxxx Xxxx
__________________________________
Xxxx Xxxx
7
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxx Xxxx hereby assign, transfer and convey to Xxxx
Xxxxx all of my right, title and interest in and to Twenty Five Thousand
(25,000) shares of the common stock, no par value per share, of ARIS Corporation
(the "Company") standing in my name on the books of the Company and represented
by share certificate number 107, and do hereby irrevocably constitute Xxxxxxx X.
Xxxxxxx, Xx., as attorney-in-fact to transfer said stock on the books of the
Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ Xxxx Xxxx
__________________________________
Xxxx Xxxx
8
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxx Xxxx hereby assign, transfer and convey to Xxxxx
Xxxxxxx all of my right, title and interest in and to Twelve Thousand Five
Hundred (12,500) shares of the common stock, no par value per share, of ARIS
Corporation (the "Company") standing in my name on the books of the Company and
represented by share certificate number 107, and do hereby irrevocably
constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer said stock
on the books of the Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ Xxxx Xxxx
__________________________________
Xxxx Xxxx
9
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxx Xxxx hereby assign, transfer and convey to Xxxx
Xxxxxxx all of my right, title and interest in and to Seven Thousand Five
Hundred (7500) shares of the common stock, no par value per share, of ARIS
Corporation (the "Company") standing in my name on the books of the Company and
represented by share certificate number 107, and do hereby irrevocably
constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer said stock
on the books of the Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ Xxxx Xxxx
__________________________________
Xxxx Xxxx
10
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxx Xxxx hereby assign, transfer and convey to ARIS
Corporation (the "Company") all of my right, title and interest in and to
Fifteen Thousand (15,000) shares of the common stock, no par value per share, of
ARIS Corporation (the "Company") standing in my name on the books of the Company
and represented by share certificate number 107, and do hereby irrevocably
constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer said stock
on the books of the Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ Xxxx Xxxx
__________________________________
Xxxx Xxxx
11
STOCK REDEMPTION AND PURCHASE AGREEMENT
THIS STOCK REDEMPTION AND PURCHASE AGREEMENT (the "Agreement") shall be
effective as of February 28, 1997, by and among ARIS Corporation, a Washington
corporation (the "Corporation"), the additional stock purchaser(s) named on the
signature page of this Agreement ("Purchaser(s)") and Xxx Xxxxxxxx, an
individual (the "Seller"), with reference to the following facts:
RECITALS
A. Seller is the record and beneficial owner of one percent (1%) or more
of the issued and outstanding shares of common stock of the Corporation. Seller
would like to sell 30,000 shares of the Corporation's common stock held by
Seller (the "Redemption Shares"), under the terms and conditions of this
Agreement.
B. The Board of Directors of the Corporation has determined that it is
desirable and in the best interests of the Corporation to redeem up to 400,000
shares of the common stock of the Corporation held by shareholders holding one
percent (1%) or more of the issued and outstanding common stock of the
Corporation.
C. Purchaser(s) are willing to purchase any Redemption Shares that are
not redeemed by the Corporation.
D. Seller has determined that it is desirable and in the best interests
of Seller to sell the Redemption Shares to the Corporation and Purchasers at
this point in time, rather than subject Seller to any further market risk with
respect to such Redemption Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties agree as follows:
1. REDEMPTION OF SHARES. Effective as of the date of this Agreement, and
--------------------
subject to the terms and conditions of this Agreement, the Corporation agrees to
redeem and/or the Purchaser(s) agree to purchase from Seller, and the Seller
agrees to sell to the Corporation and/or the Purchaser(s) the Redemption Shares.
2. REDEMPTION PRICE FOR SHARES. The redemption and/or purchase price for
---------------------------
the Redemption Shares shall be Nine Dollars and Seventy Five Cents ($9.75) per
share or an aggregate redemption price of Two Hundred Ninety Two Thousand Five
Hundred Dollars ($292,500.00) (the "Redemption Price").
3. CERTAIN COSTS TO BE BORNE BY PURCHASER(S). Purchaser(s) agree to pay
-----------------------------------------
to the Corporation Five Cents ($0.05) for each Redemption Share purchased by
such Purchaser(s) to cover the Corporation's costs in processing and documenting
the purchase of Redemption Shares by Purchaser(s) from Seller.
4. SETTLEMENT OF FUNDS; SHARE CERTIFICATES. The Corporation, Seller, and
---------------------------------------
Purchaser(s) agree that all funds to be paid in connection with the purchase and
sale of the Redemption Shares and the costs to be borne by Purchaser(s) in
paragraph 4 above shall be paid to the respective parties by the close of
business, Friday, March 14, 1997. The Corporation shall use its best endeavors
to issue share certificates to the parties as soon as practicable after
execution hereof.
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5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
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represents and warrants that:
(a) Seller is the owner of the Redemption Shares, free and clear of
any encumbrances or rights of third parties;
(b) Seller has the power and authority to enter into this Agreement
and to perform the same, and is not a party to or obligated under or restricted
by any contract or other provision, which has not been waived, that will be
violated in any material respect by making and performing this Agreement;
(c) Seller has received a copy of the Corporation's confidential
shareholder disclosure materials, including without limitation that certain
valuation report by Corporate Advisory Associates of Seattle, Washington dated
effective August 31, 1996, as updated January 1, 1997 (collectively, the
"Shareholder Disclosure Materials"), and has read and understands their
contents;
(d) Seller acknowledges that Seller is aware of the Corporation's
plans with respect to a possible initial public offering ("IPO") of its common
stock, that it has engaged counsel, auditors and investment bankers to assist
the Corporation in connection with its potential IPO, and that Seller has had
the opportunity to review valuation proposals from various investment banks and
potential underwriters (collectively, the "Valuation Proposals") regarding,
among other things, the potential post-IPO value of the Redemption Shares, and
has read and understands their contents;
(e) Seller, either alone or with the assistance of Seller's
professional advisors, has such knowledge and experience in financial and
business matters that Seller is capable of evaluating the Shareholder Disclosure
Materials, the Valuation Proposals, the likelihood of the Corporation's
potential IPO and, accordingly, the benefits and potential costs of the sale of
the Redemption Shares at this point in time;
(f) Seller has either spoken or met with, or been given reasonable
opportunity to speak with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the Shareholder Disclosure Materials, the Valuation
Proposals, the potential IPO, and the sale of the Redemption Shares at this
point in time; and
(g) Seller is exercising his or her own judgment regarding Seller's
decision to sell the Redemption Shares, and Seller is not relying upon any other
statements or representations of the Corporation, its officers, directors,
agents or advisors, regarding the merits of this transaction.
6. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
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represents and warrants that:
(a) The Corporation has full power and is duly authorized by law to
obligate itself to redeem the Redemption Shares; and
(b) The Corporation is not a party to or obligated under or restricted
by its articles of incorporation, bylaws, any contract or other provision, which
has not been waived, that will be violated in any material respect by making and
performing this Agreement.
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7. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.
8. GOVERNING LAW; SURVIVAL OF RIGHTS; SEVERABILITY. This Agreement shall
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be governed by the laws of the State of Washington as such laws are applied by
Washington courts to agreements entered into and to be performed in Washington
by and between residents of Washington, and shall bind and inure to the benefit
of the heirs, executors, personal representatives, successors and assigns of the
parties hereto; provided, that the Corporation and/or the Purchaser(s) may not
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assign or delegate any of their rights or obligations hereunder without the
express written consent of Seller. If any provision of this Agreement shall be
held to be invalid, the remainder of this Agreement shall not be affected
thereby.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
among the parties with respect to the subject matter hereof and supersedes any
prior agreement or understandings among them, oral or written, all of which are
hereby canceled. This Agreement may not be modified or amended without the
express written consent of the parties hereto.
10. CAPTIONS; PRONOUNS. The paragraph titles or captions contained in
------------------
this Agreement are inserted only as a matter of convenience of reference. Such
titles and captions in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or persons may require.
11. NO WAIVER. The failure of any party to seek redress for violation, or
---------
to insist on strict performance, of any covenant of this Agreement shall not
prevent a subsequent act which would have constituted a violation from having
the effect of an original violation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
SELLER
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
ARIS CORPORATION, NUMBER OF REDEMPTION
A WASHINGTON CORPORATION SHARES REDEEMED
--------------------
By /s/ Xxxx Song 30,000
----------------------------- ------
Xxxx Song, President
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxx Xxxxxxxx hereby assign, transfer and convey to ARIS
Corporation (the "Company") all of my right, title and interest in and to Thirty
Thousand (30,000) shares of the common stock, no par value per share, of ARIS
Corporation (the "Company") standing in my name on the books of the Company and
represented by share certificate number 105, and do hereby irrevocably
constitute Xxxxxxx X. Xxxxxxx, Xx., as attorney-in-fact to transfer said stock
on the books of the Company with full power of substitution in the premises.
EFFECTIVE February 28, 1997.
/s/ Xxx Xxxxxxxx
__________________________________
Xxx Xxxxxxxx
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