EXHIBIT 18
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of the 21st
day of December, 1995 by and between PMG Investors Ltd, a corporation organized
by and existing under the laws of the State of Delaware (hereinafter referred to
as "Seller") and Xx. Xxxxxxx X. Xxxxxx residing at N/A (hereinafter referred to
as "Buyer").
RECITALS
WHEREAS, Seller is the owner of a number of the issued and outstand-
ing shares of the common stock of Computone Corp. ("Computone" or the
"Company") and
WHEREAS, Seller and Buyer have agreed that Seller will sell to Buyer and Buyer
will purchase from Seller 1,016,829 shares of the common stock of Computone.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties do hereby agree as follows:
1. Purchase of Shares On the Closing Date (hereinafter defined) Buyer
shall acquire from Seller and Seller shall transfer and convey to Buyer
1,016,829 shares of the common stock of Computone (the "Shares") [duly
endorsed in blank for transfer or with appropriate stock powers], free
and clear of all liens, claims, options, charges and encumbrances of
any person or party in and to the said Shares.
2. Purchase Price In consideration of and in exchange for the Shares,
Buyer will at the Closing, issue and deliver to Seller, Buyer's
unsecured promissory note which shall bear interest at a rate of Prime,
with principal and accrued interest due and payable on June 30, 1996,
and to be substantially in the form attached hereto.
3. Closing The closing sale of the sale and purchase of the Shares, shall
take place simultaneously with the execution and delivery of this
Agreement and shall be held on December 21, 1995 ("Closing Date") at
10:00 A.M. at the offices of Pennsylvania Merchant Group Ltd, 000
Xxxxxx-Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX.
4. Representations and Warranties of Seller
Seller hereby represents and warrants to Buyer as follows:
(A) it is duly organized and validly existing under the
laws of its jurisdiction of incorporation or
organization and has full power and legal right to
execute and deliver, and to perform its obligations
under this Agreement;
(B) its execution and delivery of this Agreement and the
performance of its obligations hereunder have been
duly authorized by all necessary corporate action;
(C) all consents, authorizations, and approvals required
for the due execution and delivery by it of, and
performance of its obligations under, this Agreement
have been obtained and remain in full force and ef-
fect, all conditions thereof have been duly complied
with, and no other action by, and except for filings
with the Securities and Exchange Commission which
will be filed promptly, no notice to or filing with,
any governmental authority or regulatory body is
required for such execution, delivery or performance;
(D) there are no actions, proceedings or claims pending
or, to the best of its knowledge, threatened, the
adverse determination of which might have a
materially adverse effect on its ability to perform
its obligations under, or affect the validity or
enforceability of, this Agreement;
(E) this Agreement constitutes its legal, valid, and
binding obligation, enforceable in accordance with
its terms, subject to applicable bankruptcy,
insolvency, and similar laws affecting the rights of
creditors generally and to general equitable
principles (regardless of whether enforcement is in a
proceeding in equity or at law); and or at law); and
(F) the execution and performance by it of this Agreement
and all documents required to be executed and
delivered by it under this Agreement do not and will
not violate any law or regulation of the jurisdiction
of its incorporation or organization or any law or
regulation applicable to it;
(G) the execution and performance by it of this Agreement
will not result in or constitute a default, breach or
violation of its Certificate of Incorporation or
By-Laws, or any contract, agreement, or other
instrument or obligation to which it is a party or by
which any of its respective properties or assets are
bound.
5. Representations and Warranties of Buyer
Buyer hereby represents and warrants to Seller as follows:
(a) The Buyer represents and warrants to the Company and
the Seller that the address of his principal
residence is as set forth above.
(b) The Buyer represents and warrants to the Company and
the Seller that the 1,016,829 Shares to be purchased
by such Buyer is being, and will be acquired by such
Buyer for his own account, not as a nominee or agent,
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and not with a view to resale or distribution within
the meaning of the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations
thereunder, and such Buyer will not distribute the
Shares in violation of the 1933 Act. The Buyer
acknowledges the total purchase price per share of
$0.29 is $294,880.41 due and payable to the Seller in
accordance with the terms of this Agreement.
(c) The Purchaser (i) acknowledges that the Shares issue
is not registered under the 1933 Act and that the
Shares to be acquired by him must be held
indefinitely by him unless they are subsequently
registered under the 1933 Act or an exemption from
registration is available, (ii) is aware that any
routine sales under Rule 144 of the Securities and
Exchange Commission under the 1933 Act of the Shares
may be made only in limited amounts and in accordance
with the terms and conditions of that Rule and that
in such cases where the Rule is not applicable,
compliance with some other registration exemption
will be required, (iii) is aware that Rule 144 may
not be presently available for use by such Purchaser
for resale of any such Shares, and (iv) is aware that
the Company is not obligated to register under the
1933 Act any sale, transfer or other disposition of
the Shares.
(d) The Purchaser acknowledges receipt of copies of the
Company's recent filings with the Securities and
Exchange Commission (the "SEC Reports"), and
represents and warrants that he has read the SEC
Reports. The Purchaser confirms that the Company has
made available to him the opportunity to ask
questions of and receive answers from the Company's
officers and directors concerning the business and
financial condition of the Company, and the Purchaser
has received to his satisfaction such additional
information about the business and financial
condition of the Company as he requested. The
Purchaser further confirms that as a result of his
review of the SEC Reports, and discussion with
representatives of Pennsylvania Merchant Group Ltd,
familiar with the Company, he is aware of the current
business and financial condition of the Company.
(e) The Purchaser represents that (i) he is an
"accredited investor" as such term is defined in Rule
501 of Regulation D promulgated under the 1933 Act,
(ii) his financial situation is such that the
Purchaser can afford to bear the economic risk of
holding the Shares for an indefinite period of time
and suffer complete loss of his investment, and (iii)
the Purchaser's knowledge and experience in financial
business matters are such that the Purchaser is
capable of evaluating the merits and risks of his
purchase of the Shares.
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6. Governing Law. This Agreement shall be governed by and con-
strued and enforced in accordance with the laws of the Common-
wealth of Pennsylvania without giving effect to the principles
of conflict of laws thereof.
7. Assignment. Neither Buyer nor Seller shall have the right to
assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other party hereto.
8. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the matters herein
set forth. Any of the terms and conditions of this Agreement may be
waived at any time by the party which is entitled to the benefit
thereof and may be amended or modified in whole or in part only by an
agreement in writing executed in the same manner as this Agreement by
all parties hereto.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the date first written above.
PMGI Buyer
By:/s/ Xxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxx
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Name:
Title:
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