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EXHIBIT 2.5
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
July 15, 1997 (the "Agreement Date") by and between Security Dynamics
Technologies, Inc., a Delaware corporation (the "Buyer"), and the undersigned
stockholder (the "Company Stockholder") of DynaSoft AB, a corporation organized
under the laws of Sweden (the "Company"). The Buyer and the Company Stockholder
are referred to together herein as the "Parties."
The Company Stockholder owns the number of outstanding shares of Series
A and Series B stock of the Company set forth below his name on the signature
page to this Agreement (the "Company Shares"). The Buyer desires to purchase,
and the Company Stockholder desires to sell, the Company Shares for the
consideration set forth below subject to the terms and conditions of this
Agreement. NOW, THEREFORE, in consideration of the representations, warranties
and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. PURCHASE OF THE COMPANY SHARES FROM THE COMPANY STOCKHOLDER.
Upon and subject to the terms and conditions of this Agreement, at the closing
of the transactions contemplated by this Agreement (the "Closing"), the Company
Stockholder shall sell, transfer, convey, assign and deliver to the Buyer, and
the Buyer shall purchase, acquire and accept from the Company Stockholder, all
of the Company Shares.
2. FURTHER ASSURANCES. At any time and from time to time after the
Closing, at the Buyer's request and without further consideration to the Company
Stockholder, the Company Stockholder shall promptly execute and deliver such
instruments of sale, transfer, conveyance, assignment and confirmation, and take
all such other action as the Buyer may reasonably request, more effectively to
transfer, convey and assign to the Buyer, and to confirm the Buyer's title to,
all of the Company Shares, to assist the Buyer in exercising all rights with
respect thereto and to carry out the purpose and intent of this Agreement.
3. THE CLOSING. The Closing shall take place at the offices of Xxxx
and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 commencing at 10:00
a.m., local time, on the date hereof, or such other time as the Parties shall
mutually agree.
4. ACTIONS AT THE CLOSING. At the Closing (a) the Board of
Directors of the Company shall, in accordance with The Companies Act (Sw:
Aktiebolagslagen), cause the transfer of the Company Shares to the Buyer
contemplated by this Agreement to be entered into the share register of the
Company, and (b) the Buyer shall pay to the
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Company Stockholder, for each Company Share purchased by the Buyer pursuant to
this Agreement, the sum of U.S. $11.30.
5. REPRESENTATIONS AND WARRANTIES. The Company Stockholder
represents and warrants to the Buyer as follows:
(a) The Company Stockholder has good and marketable title,
free and clear of any and all Security Interests (as defined below), to all of
the Company Shares. The Company Stockholder has the full right, power and
authority to transfer, convey and sell to the Buyer at the Closing the Company
Shares and, upon consummation of the purchase contemplated hereby, the Buyer
will acquire from the Company Stockholder good and marketable title to the
Company Shares, free and clear of all covenants, conditions, restrictions,
voting trust arrangements, liens, charges, encumbrances, options and adverse
claims or rights whatsoever.
(b) The Company Stockholder has all requisite power and
authority to execute and deliver this Agreement and to perform the Company
Stockholder's obligations hereunder. This Agreement has been duly and validly
executed and delivered by the Company Stockholder, and constitutes a valid and
binding obligation of the Company Stockholder, enforceable against the Company
Stockholder in accordance with its terms.
(c) Except for the waiver set forth in Section 8 of this
Agreement, neither the execution and delivery of this Agreement by the Company
Stockholder, nor the consummation by the Company Stockholder of the transactions
contemplated hereby, will (i) conflict with, result in a breach of, constitute
(with or without due notice or lapse of time or both) a default under, or
require any notice, consent or waiver under, any instrument, contract, agreement
or arrangement to which the Company Stockholder is a party or by which the
Company Stockholder is bound, (ii) result in the imposition of any mortgage,
pledge, security interest, encumbrance, charge or other lien (whether arising by
contract or by operation of law) (a "Security Interest") upon the Company
Shares, or (iii) violate any order, writ, injunction or decree applicable to the
Company Stockholder or to the Company Shares.
6. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws (and not the law of conflicts) of the
Commonwealth of Massachusetts of the United States.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
8. WAIVER OF RIGHTS OF FIRST REFUSAL. The Company Stockholder, by
his or her execution of this Agreement, expressly waives any and all rights of
first refusal
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and rights of first offer, including without limitation the rights of first
refusal set forth in the Company's Articles of Association and in the Consortium
Agreement dated September 15, 1995, as amended, among the holders of the
Company's Series A Stock, with respect to any offer to sell or sale of capital
stock of the Company by any person or entity to the Buyer on or about the date
hereof.
IN WITNESS WHEREOF, the Parties have executed this Stock Purchase
Agreement as of the date first above written.
SECURITY DYNAMICS TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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XXXXXXX X. XXXXXXX, XX.
Title: Chairman and CEO
COMPANY STOCKHOLDER:
/s/ Xxxxxx Xxxxxx
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(Signature)
Name: Xxxxxx Xxxxxx
Number of Series A Shares: 142,320
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Number of Series B Shares: 94,880
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Total Purchase Price: U.S. $2,680,360
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