1
Exhibit10.3
================================================================================
OMNIS TECHNOLOGY CORPORATION
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
First Closing: April 1, 1998
Second Closing: May 22, 1998
================================================================================
2
3 TABLE OF CONTENTS
PAGE
----
1. Purchase and Sale of Preferred Stock.....................................................1
1.1 Sale and Issuance of Preferred Stock..............................................1
1.2 Closing...........................................................................1
2. Representations and Warranties of Purchaser..............................................1
2.1 Experience........................................................................2
2.2 Tax Consequences..................................................................2
2.3 Authority.........................................................................2
2.4 Access to Data....................................................................2
2.5 Financial Condition of the Company................................................2
2.6 Reverse Stock Split...............................................................2
3. Representations and Warranties of the Company............................................2
3.1 Corporate Organization and Authority of the Company...............................2
3.2 Corporate Power...................................................................3
3.3 Capitalization....................................................................3
3.4 Authorization.....................................................................3
3.5 No Conflict.......................................................................4
3.6 Accuracy of Reports...............................................................4
3.7 Changes...........................................................................4
3.8 Governmental Consent, etc.........................................................5
3.9 Full Disclosure...................................................................5
4. Conditions of Purchaser's Obligations at Closing.........................................7
4.1 Representations and Warranties....................................................7
4.2 Performance.......................................................................7
4.3 Proceedings Satisfactory; Compliance Certificate..................................7
4.4 No Actions Pending................................................................7
4.5 Opinion of Company's Counsel......................................................7
4.6 Certificate of Designation........................................................7
4.7 Compliance Certificate............................................................7
5. Additional Agreements....................................................................7
5.1 Undertaking With Respect to Authorized Common.....................................7
5.2 Shareholder Rights Agreement......................................................8
-i-
3
TABLE OF CONTENTS
(CONTINUED)
PAGE
----
5.3 Board of Directors................................................................8
5.4 Docket Search.....................................................................8
6. Miscellaneous............................................................................8
6.1 Governing Law.....................................................................8
6.2 Successors and Assigns............................................................8
6.3 Entire Agreement..................................................................8
6.4 Notices, etc......................................................................8
6.5 Counterparts......................................................................9
6.6 Severability......................................................................9
6.7 Headings..........................................................................9
6.8 Survival of Representations and Warranties........................................9
6.9 Amendment of Agreement............................................................9
6.10 Finder's Fees.....................................................................9
6.11 Expenses..........................................................................9
SCHEDULES
Schedule A - Purchase and Sale of Series A Preferred Pursuant to the Agreement
EXHIBITS
Exhibit A - Material Agreements
Exhibit B - Form of Opinion of Company Counsel
Exhibit C - Form of Shareholder Rights Agreement
WBK::ODMA\PCDOCS\SQL2\513749\7
-ii-
4
OMNIS TECHNOLOGY CORPORATION
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
This Series A Convertible Preferred Stock Purchase Agreement (the
"Agreement") is entered into as of May 22, 1998, by and among Omnis Technology
Corporation (f/k/a Blyth Holdings Inc.) (the "Company") and Astoria Capital
Partners, L.P., a California limited partnership ("Purchaser").
RECITALS:
A. The Company desires to sell shares of Series A Convertible Preferred
Stock to Purchaser, and Purchaser desires to purchase shares of Series A
Convertible Preferred Stock, on the terms and subject to the conditions set
forth in this Agreement.
In consideration of the mutual covenants and conditions herein
contained, the parties hereto agree as follows:
1. Purchase and Sale of Preferred Stock.
1.1 Sale and Issuance of Preferred Stock. The Company shall sell
to Purchaser and Purchaser shall purchase from the Company, at a price equal to
$8.028 (the "Purchase Price"), an aggregate of up to 124,564 shares of Series A
Convertible Preferred Stock (the "Shares") for an aggregate purchase price of up
to $1,000,000.00 in one or more Closings. Shares sold by the Company to
Purchaser pursuant to this Agreement are described on Schedule A to this
Agreement. On the date hereof, 12,456 Shares shall be issued sold by the Company
to Purchaser for an aggregate of $99,996.77 (the "Aggregate Purchase Price").
1.2 Closing. The purchase and sale of Shares shall take place on
the date hereof at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx
Xxxx Xxxx. Xxxx Xxxx, Xxxxxxxxxx 00000. The purchase and sale of the balance of
the Shares not purchased on the date hereof shall take place in Purchaser's sole
discretion on such date or dates and at such time as the Company and Purchaser
mutually agree (each a "Closing," the date of which is a "Closing Date"),
provided that any Closing pursuant to this Agreement shall take place on or
before October 1, 1998. At a Closing the Company shall deliver to Purchaser a
certificate representing the Shares against delivery to the Company by Purchaser
at a Closing of (a) an originally executed counterpart of this Agreement and (b)
the Aggregate Purchase Price of the Shares by wire transfer or by a check
payable to the Company.
2. Representations and Warranties of Purchaser
Purchaser hereby represents and warrants to the Company with
respect to the purchase of the Shares as follows:
5
2.1 Experience. It is experienced in evaluating and loaning funds
in high technology companies such as the Company.
2.2 Tax Consequences. It understands and acknowledges that any
financing structured in the manner provided for herein involves certain tax
risks, and the Company has made no representations to Purchaser as to the
federal and state tax consequences of the transactions contemplated by this
Agreement.
2.3 Authority. It has all corporate rights, power and authority
to enter into this Agreement and the Shareholder Rights Agreement dated the date
hereof by and between the Company and Purchaser (the "Rights Agreement") and to
consummate the transactions contemplated hereby and thereby.
2.4 Access to Data. It has had an opportunity to discuss each of
the Company's and the Company's subsidiaries' (collectively "Omnis") business,
management, and financial affairs with the Company's management and the
opportunity to review Omnis' facilities. It understands that such discussions,
as well as any written information issued by Omnis, were intended to describe
the aspects of Omnis' business and prospects which it believes to be material
but were not necessarily a thorough or exhaustive description.
2.5 Financial Condition of the Company. Purchaser understands
that the Company is entering into negotiations with its US-based unsecured
creditors in attempts to negotiate a favorable settlement of outstanding
payables. Purchaser understands that there is no guarantee that this group will
reach any settlement of these debts, which will negatively impact the Company's
ability to reach its cash flow targets and may force the Company to cease
operations.
2.6 Reverse Stock Split. It understands that the Company
consummated a 1:10 reverse stock split of all of the outstanding Common Stock of
the Company, and such reverse stock split was effective October 10, 1997 (the
"Reverse Stock Split").
3. Representations and Warranties of the Company.
The Company represents and warrants to Purchaser, as of a Closing
Date, as follows:
3.1 Corporate Organization and Authority of the Company. The
Company and each of its subsidiaries:
(a) is a corporation duly organized, validly existing,
authorized to exercise all its corporate powers, rights and privileges and in
good standing in the state or jurisdiction of its incorporation;
(b) has the corporate power and authority to own and operate
its properties and to carry on its business as presently conducted and as
proposed to be conducted; and
-2-
6
(c) is qualified to do business as a foreign corporation in
each jurisdiction in which the ownership of its property or the nature of its
business requires such qualification, except where failure to so qualify would
not have a material adverse effect on the business, properties or financial
condition of the Company and its subsidiaries, taken as a whole. The Company has
made available to Purchaser true and correct copies of its Certificate of
Incorporation and Bylaws as amended.
3.2 Corporate Power. The Company will have at a Closing Date all
requisite legal and corporate power and authority to execute and deliver the
Agreement and the Rights Agreement, to sell and issue the Shares hereunder and
to carry out and perform its obligations under the terms of the Agreement and
the Rights Agreement.
3.3 Capitalization.
(a) The authorized capital stock of the Company consists of:
(i) Common Stock. 4,000,000 shares of Common Stock,
$0.10 par value, of which approximately 2,125,827 shares were issued and
outstanding as of April 1, 1998, taking into account the Reverse Stock Split.
(ii) Preferred Stock. 300,000 shares of Preferred
Stock of which no shares are issued and outstanding, taking into account the
Reverse Stock Split.
(iii) All outstanding shares of the Company's Common
Stock have been duly authorized and validly issued (including, without
limitation, issued in compliance with applicable federal and state securities
laws), and are fully-paid and nonassessable.
(iv) As of April 1, 1998, the Company had reserved
178,310 shares of Common Stock (taking into account the Reverse Stock Split) for
future issuance to employees, officers, directors, and consultants of the
Company pursuant to employee stock benefit plans or agreements approved by the
Board of Directors, in addition to outstanding warrants for 73,562 shares of
Common Stock. There are no other options, warrants, conversion privileges or
other contractual rights presently outstanding to purchase or otherwise acquire
any shares of the Company's capital stock or other securities (whether or not
authorized).
(b) The Company owns all outstanding capital stock of Omnis
Software, Inc., a California corporation (the "Company"), Omnis Holdings
Limited, a corporation organized under the laws of England, Omnis Software
Limited, a corporation organized under the laws of England, Omnis Holdings UK, a
corporation organized under the laws of England and Omnis Software GmbH, a
corporation organized under the laws of Germany.
3.4 Authorization. All corporate action on the part of the
Company and its officers, directors and stockholders necessary for the
authorization, execution, delivery and performance by the Company of all its
obligations under this Agreement and the Rights Agreement have been taken; and
this Agreement and the Rights Agreement, once executed by the Company and
Purchaser, will constitute
-3-
7
legally binding valid obligations of the Company enforceable in accordance with
their terms, such enforceability being subject only to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies. The issuance of the Shares will not give rise to any
preemptive rights or rights of first refusal on behalf of any person in
existence on the date hereof.
3.5 No Conflict. The execution and delivery of the Agreement and
the Rights Agreement do not, and the consummation of the transactions
contemplated hereby and thereby and the performance of the obligations hereunder
will not, conflict with, or result in any violation of, or default (with or
without notice or lapse in time, or both), or give rise to a right of
termination, cancellation or acceleration of any obligation or to a loss of a
material benefit, under, any provision of the Certificate of Incorporation or
Bylaws of the Company. The execution and delivery of the Agreement and the
Rights Agreement do not, and the consummation of the transactions contemplated
hereby and thereby and the performance of the obligations hereunder and
thereunder will not conflict with or result in any violation of, or default
(with or without notice or lapse in time, or both), or give rise to a right of
termination, cancellation or acceleration of any obligation or to a loss of a
material benefit, under, any provision of any mortgage, indenture, lease or
other agreement or instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to the
Company or its properties or assets, the effect of which could have a material
adverse effect on the Company, or materially impair or restrict its power to
perform the obligations of the Company as contemplated hereby and thereby.
3.6 Accuracy of Reports. The Company's Annual Report on Form 10-K
for the year ended March 31, 1997 and on the Quarterly Reports on Form 10-Q for
the quarters ended June 30, 1997, September 30, 1997 and December 31, 1997 filed
with the SEC, and all reports required to be filed by the Company thereafter up
to the date of this Agreement under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), copies of which have been made available to
Purchaser, have been duly filed, were in substantial compliance with the
requirements of their respective report forms, were complete and correct in all
material respects as of the dates at which the information was furnished, and
contained (as of such dates) no untrue statement of a material fact nor omitted
to state a material fact necessary in order to make the statements made therein
in light of the circumstances in which made not misleading. Since the date of
the latest of such reports, there has not been any material adverse change in
the condition (financial or otherwise) or results of operations of the Company.
3.7 Changes. Except as otherwise disclosed herein, in reports
filed with the SEC by the Company under the Exchange Act and other than
continuing financial losses of the Company, since December 31, 1997, there has
not been:
(i) any material change in the assets, liabilities,
financial condition, prospects or operations of the Company from that reflected
in the reports described in Section 3.6 above, except changes in the ordinary
course of business which have not been, either in any individual case or in the
aggregate, materially adverse to the Company;
-4-
8
(ii) any change, except in the ordinary course of business,
in the contingent obligations of the Company, whether by way of guaranty,
endorsement, indemnity, warranty or otherwise;
(iii) any damage, destruction or loss, whether or not
covered by insurance, materially and adversely affecting the properties or
business of the Company;
(iv) any declaration or payment of any dividend or other
distribution of the assets of the Company;
(v) any labor organization activity affecting the Company;
or
(vi) to the best of the Company's knowledge, any other event
or condition of any character which has materially adversely affected the
assets, liabilities, financial condition, prospects or operations of the
Company.
3.8 Governmental Consent, etc. No consent, approval or
authorization of or designation, declaration or filing with any governmental
authority on the part of the Company is required in connection with the valid
execution and delivery of this Agreement, or the offer, sale or issuance of the
Shares, or the consummation of any other transaction contemplated hereby. The
Company has complied with and is effective under all state securities or Blue
Sky laws applicable to the offer and sale of the Shares to Purchaser.
3.9 Full Disclosure. The representations and warranties of the
Company contained in this Agreement and the certificates prepared or supplied to
Purchaser by the Company do not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements
contained herein or therein in light of the circumstances under which they were
made not misleading.
3.10 Validity of the Shares. The Shares have been duly authorized
and, when issued, sold and delivered in accordance with the terms of and for the
consideration expressed in this Agreement are duly authorized and shall be duly
authorized and shall be duly and validly issued (including, without limitation,
issued in compliance with applicable state and federal securities laws),
fully-paid and non-assessable and shall be free and clear of all preemptive
rights, rights of first refusal, liens, charges, restrictions, claims and
encumbrances imposed by or through the Company, except as specifically set forth
in the Certificate of Incorporation, the Certificate of Designation, or this
Agreement. The shares of Common Stock issuable upon the conversion of the
Preferred Shares have been duly and validly reserved for issuance and, when so
issued in accordance with the Certificate of Incorporation and the Certificate
of Designation, shall be duly authorized, validly issued (including, without
limitation, issued in compliance with applicable state and federal securities
laws), fully paid and nonassessable and shall be free and clear of all
preemptive rights, rights of first refusal, liens, changes, restrictions on
transfer, claims and encumbrances imposed by or through the Company, except as
specifically set forth in the Certificate of Incorporation, the Certificate of
Designation or this Agreement.
-5-
9
3.11 Litigation. Except as otherwise disclosed to Purchaser,
there is no action, proceeding or investigation pending or, to the knowledge of
the Company, threatened, or any basis therefor known to the Company that
questions the validity of this Agreement or the right of the Company to enter
into such agreement, or to consummate the transactions contemplated hereby, or
which might result, either individually or in the aggregate, in any material
adverse change in the assets, condition, affairs or prospects of the Company,
financially or otherwise, or any change in the current equity ownership of the
Company. The foregoing includes, without limitation, actions pending or
threatened (or any basis therefor known to the Company) involving the prior
employment of any of the Company's employees, their use in connection with the
Company's business of any trade secrets of any of their former employers, or
their obligations under any agreements with prior employers. The Company (a) is
not a party to any lawsuit or similar action or proceeding, (b) is not a party
to or subject to any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality, and (c) does not intend to initiate any
such action, suit, proceeding or investigation.
3.12 Employee Agreements. All employees and consultants of the
Company are parties to a written agreement, the form of which has been provided
to counsel for the investors, pertaining to (a) the disclosure and transfer to
the Company of certain inventions, developments and discoveries made or
conceived by him or her during the period of his or her employment with or
performance of services for the Company, and (b) maintaining the confidentiality
of proprietary information of the Company. No current employee or consultant of
the Company has excluded works or inventions made prior to his or her employment
with the Company from his or her assignment of inventions pursuant to such
employee or consultant's Proprietary Information and Inventions Agreement.
3.13 Agreements; Actions; Obligations to Related Parties.
(i) All of the contracts and agreements with expected
receipts or expenditures in excess of $50,000 to which the Company is a party as
of the Closing are listed on Exhibit A hereto. All such contracts and agreements
are legally binding, valid and in full force and effect in all material
respects, except to the extent that enforcement of such contracts and agreements
may be subject to applicable federal or state bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance or other laws or
court decisions relating to or affecting the rights of creditors generally, and
such enforcement may be limited by equitable principles of general
applicability.
(ii) There are no agreements, understandings or proposed
transactions between the Company and any of its officers, directors, affiliates
or any affiliate thereof other than: (i) as contemplated under or referenced in
this Agreement, (ii) for payment as salary for services rendered, (iii) except
for the Warrant Plan, for other standard employee benefits made generally
available to all employees, (iv) reimbursement for reasonable travel and other
business expenses incurred on behalf of the Company in the ordinary course of
business, or (v) general obligations that a corporation has to its shareholders
under applicable laws, the Certificate of Incorporation or the Bylaws of the
Company.
(iii) Except for the agreements explicitly contemplated
hereby or referenced herein, and the Company's Certificate of Incorporation and
Bylaws, the Company is not a party to, and
-6-
10
is not bound by any contract, agreement or instrument that materially affects
its business as now conducted or as proposed to be conducted, its properties or
its financial condition.
4. Conditions of Purchaser's Obligations at Closing. The obligations of
Purchaser under Section 1 of this Agreement are subject to the fulfillment at or
before a Closing of each of the following conditions, any of which may be waived
in writing by Purchaser:
4.1 Representations and Warranties. The representations and
warranties of the Company in this Agreement shall be true on and as of such
Closing with the same effect as if made on and as of such Closing.
4.2 Performance. The Company shall have performed or fulfilled
all agreements, obligations and conditions contained herein required to be
performed or fulfilled by the Company before such Closing.
4.3 Proceedings Satisfactory; Compliance Certificate. All
corporate and legal proceedings taken by the Company in connection with the
transactions contemplated by this Agreement and the Rights Agreement and all
documents and papers relating to such transactions shall be satisfactory to
Purchaser, in the reasonable exercise of the judgment of Purchaser.
4.4 No Actions Pending. There shall not then be in effect any
order enjoining or restraining the transactions contemplated by this Agreement.
4.5 Opinion of Company's Counsel. Purchaser shall have received
from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel to the Company, an opinion
addressed to them and dated the Closing Date, in the form attached as Exhibit B
hereto.
4.6 Certificate of Designation. All necessary corporate action
shall have been taken for the Certificate of Designation of Series A Preferred
Stock of the Company to be effective and filed with the Delaware Secretary of
State.
4.7 Compliance Certificate. The Company shall have delivered to
Purchaser a Compliance Certificate executed by an officer of the Company, dated
as of the Closing Date, to the effect that the conditions set forth in Sections
4.1, 4.2, 4.3, 4.4 and 4.6 of this Agreement have been satisfied.
5. Additional Agreements
5.1 Undertaking With Respect to Authorized Common. Prior the next
annual meeting of the Company's shareholders, the Company will not issue any
shares of its Common Stock, or any securities convertible, exercisable or
otherwise exchangeable for shares of its Common Stock, if such issuance could
result in a shortfall of the number of authorized shares of the Company's Common
Stock available for issuance upon conversion of the Shares; provided, however,
that the Company may issue securities convertible, exercisable or otherwise
exchangeable for shares of its Common Stock if it
-7-
11
provides in such securities that such securities may not be converted, exercised
or otherwise exchanged if such conversion, exercise or exchange would result in
a shortfall of the number of authorized shares of the Company's Common Stock
available for issuance upon conversion of the Shares or other outstanding
securities of the Company which are convertible, exercisable or otherwise
exchangeable for shares of its Common Stock. From and after the date of such
meeting, the Company will at all times reserve an appropriate number of shares
of its Common Stock for issuance upon conversion of the shares.
5.2 Shareholder Rights Agreement. Purchaser and the Company shall
enter into the Shareholder Rights Agreement substantially in the form attached
hereto as Exhibit C.
5.3 Board of Directors. As soon as practicable after the first
Closing hereunder, the Company shall make its best efforts to reconstitute the
Board of Directors to consist of Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxx and
Xxxxxxxx Xxxxxx, with three vacancies.
5.4 Docket Search. As soon as practicable after the first Closing
hereunder, the Company, with the assistance of its counsel, shall make
reasonable efforts to search for outstanding litigation, within the following
parameters: the Company shall employ Courtlink and Pacer to search all United
States federal district courts and the state courts in Santa Xxxxx, San Mateo
and San Francisco Counties.
6. Miscellaneous
6.1 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
contracts entered into and wholly to be performed within the State of California
by California residents.
6.2 Successors and Assigns. Except as otherwise provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.3 Entire Agreement. The Agreement and the other documents
delivered hereto and thereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof.
Neither the Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.
6.4 Notices, etc. Any notice and other communications as required
or permitted under the Agreement shall be mailed, by registered or certified
mail, postage prepaid with return receipt requested, or otherwise delivered by
hand, by messenger or by facsimile (with confirmation of receipt), addressed (a)
if to Purchaser, at such Purchaser's address or fax number set forth on the
signature page hereof, or (b) at such other address or fax number as Purchaser
shall have furnished to the Company in writing, or, in the event someone other
than Purchaser becomes the holder of the Shares, then to and at the address or
fax number such holder of the Shares has furnished to the Company in writing, or
(c) if
-8-
12
to the Company, at its address or fax number set forth on the signature page
hereof, or at such other address or fax number as the Company shall have
furnished in writing to Purchaser or any subsequent holder of the Shares.
6.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which may be executed by less than all of the parties
hereto, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
6.6 Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this Agreement to any
party.
6.7 Headings. Headings and the table of contents in this
Agreement are for reference purposes only and shall not be deemed to have any
substantive effect.
6.8 Survival of Representations and Warranties. The
representations and warranties of the parties contained in or made pursuant to
this Agreement shall survive the execution and delivery of this Agreement and a
Closing; provided however, that such representations and warranties need only be
accurate as of the date of such execution and delivery and as of a Closing.
6.9 Amendment of Agreement. Any provision of this Agreement may
be modified or amended by a written instrument signed by the Company and by
Purchaser.
6.10 Finder's Fees. Each of the Company and Purchaser represents
and warrants to the other that no person is entitled, directly or indirectly, to
compensation by reason of any contract or understanding with such party, as a
finder or broker in connection with the sale and purchase of the Shares
hereunder. Each of the Company, on the one hand, and Purchaser, on the other
hand, will indemnify the other against all liabilities incurred by the
indemnifying party with respect to claims related to investment banking or
finders fees in connection with the transactions contemplated by this Agreement,
arising out of arrangements between the party asserting such claims and the
indemnifying party, and all costs and expenses (including reasonable fees of
counsel) of investigating and defending such claims.
6.11 Expenses. The Company shall bear all costs with respect to
the transactions contemplated by this Agreement, including reasonable costs of
Purchaser's counsel.
-9-
13
The foregoing Series A Convertible Preferred Stock Purchase Agreement is
hereby executed as of the date first above written.
OMNIS TECHNOLOGY CORPORATION ASTORIA CAPITAL PARTNERS, L.P.
A DELAWARE CORPORATION BY: ASTORIA CAPITAL MANAGEMENT, INC.
By: By:
------------------------------------ ---------------------------------
Xxxxxxx X. Xxxxxx, Xxxx Xxx, President
Chief Financial Officer and
Interim Chief Executive Officer Address: 0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx 000
Address: 000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000
Xxx Xxxxx, XX 00000 Fax No.: (000) 000-0000
Fax No.: (000) 000-0000
14
Schedule A
Purchase and Sale of Series A Preferred Stock
Date Number of Shares Purchase Price
---- ---------------- --------------
April 1, 1998 49,826 $400,003.13
_________, 1998 12,456 $99,996.77
AGREED AND ACCEPTED:
OMNIS TECHNOLOGY CORPORATION
---------------------------------------
Xxx Xxxxxx, Chief Financial Officer and
Interim Chief Executive Officer
Date:
------------------
ASTORIA CAPITAL PARTNERS, L.P.
---------------------------------------
Xxxx Xxx, President
Date:
-------------------
-2-
