STOCK REPURCHASE AGREEMENT
Exhibit 10.1
THIS
STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered
into as of November 28, 2018 by and between Issuer Direct
Corporation, a Delaware corporation, with a principal address of
000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx X, Xxxxxxxxxxx, XX 00000 (the
“Company”), and EQS Group
AG, a German Stock Corporation, with a principal address of
Xxxxxxxxxxx 00, Xxxxxx, Xxxxxxx 00000 (the “Stockholder”).
BACKGROUND
WHEREAS, the
Stockholder is the holder of 215,118 shares of the Company’s
common stock, par value $0.001 (the “Purchased Shares”), which
the Stockholder has previously purchased on the open market;
and
WHEREAS, the
Stockholder desires to sell, and the Company desires to repurchase,
all of the shares of the Purchased Shares on the terms and subject
to the conditions set forth in this Agreement (the
“Repurchase”).
NOW,
THEREFORE, in consideration of the promises, covenants and
agreements herein contained, the parties agree as
follows:
AGREEMENT
SECTION
1. REPURCHASE OF SHARES.
1.1 Repurchase.
At the Closing (as defined below), the Company hereby agrees to
repurchase from the Stockholder, and the Stockholder hereby agrees
to sell, assign and transfer to the Company, all of the
Stockholder’s right, title and interest in and to the
Purchased Shares at the per share price of $12.25, for an aggregate
repurchase price of $2,635,195.50 (the “Repurchase Amount”). The
Company shall place the Repurchase Amount in the escrow account of
its outside legal counsel and instruct such counsel to provide
written notification to the Stockholder that the Repurchase Amount
has been received. Upon the Company’s confirmation that the
Purchased Shares have been returned to the Company in accordance
with the Company’s written instructions, the Company shall
immediately instruct its outside counsel to wire transfer to the
Stockholder the Repurchase Amount in accordance with the
Stockholder’s written wire transfer instruction.
1.2 Closing.
The closing of the Repurchase (the “Closing”) shall take
place on the date hereof, or at such other time and place as the
parties hereto shall mutually agree.
1.3 Termination
of Rights as the Stockholder. Upon payment of the Repurchase
Amount, the Purchased Shares shall cease to be outstanding for any
and all purposes, and the Stockholder shall no longer have any
rights whatsoever as a holder of the Purchased Shares, including any rights that
the Stockholder may have had under the Company’s Certificate
of Incorporation (as amended), Amended and Restated Bylaws, or
otherwise. The Company shall treat the
Purchased Shares as either having been returned to the
Company’s authorized but unissued common stock or as treasury
stock, in the Company’s sole discretion.
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SECTION
2. REPRESENTATIONS AND WARRANTIES.
In
connection with the transactions provided for hereby, the
Stockholder represents and warrants to the Company as
follows:
2.1
Ownership of Purchased
Shares. The Stockholder has good and marketable right, title
and interest (legal and beneficial) in and to all of the Purchased
Shares, free and clear of all liens, pledges, security interests,
charges, claims, equity or encumbrances of any kind. Upon paying
for the Purchased Shares in accordance with this Agreement, the
Company will acquire good and marketable title to the Purchased
Shares, free and clear of all liens, pledges, security interests,
charges, claims, equity or encumbrances of any kind.
2.2
Authorization. The
Stockholder has all necessary power and authority to execute,
deliver and perform the Stockholder’s obligations under this
Agreement and all agreements, instruments and documents
contemplated hereby and to sell and deliver the Purchased Shares
being sold hereunder, and this Agreement constitutes a valid and
binding obligation of the Stockholder.
2.3
No Conflict. The execution
and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not result in a breach by the
Stockholder of, or constitute a default by the Stockholder under,
any agreement, instrument, decree, judgment or order to which the
Stockholder is a party or by which the Stockholder may be
bound.
2.4
Experience and Evaluation.
By reason of the Stockholder’s business or financial
experience or the business or financial experience of the
Stockholder’s professional advisers who are unaffiliated with
the Company and who are not compensated by the Company, the
Stockholder has the capacity to protect the Stockholder’s own
interests in connection with the sale of the Purchased Shares to
the Company. The Stockholder is capable of evaluating the potential
risks and benefits of the sale hereunder of the Purchased
Shares.
2.5
Access to Information. The
Stockholder has received all of the information that the
Stockholder considers necessary or appropriate for deciding whether
to sell the Purchased Shares hereunder and perform the other
transactions contemplated hereby. The Stockholder further
represents that the Stockholder has had an opportunity to review
all publicly available information regarding the business,
properties, prospects and financial condition of the
Company.
2.6
No Future Participation. The
Stockholder acknowledges that the Stockholder will have no future
participation in any Company gains, losses, profits, dividends or
distributions with respect to the Purchased Shares. If the
Purchased Shares increase in value by any means, the Stockholder
acknowledges that the Stockholder is voluntarily forfeiting and
waiving any opportunity to share in any resulting increase in value
from the Purchased Shares.
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2.7
No Other Equity. As of the
Closing, the Stockholder represents and warrants that it does not
own, either directly or indirectly, any other equity of the Company
(including but not limited to any contingent rights to acquire
equity of the Company).
2.8
Tax Matters. The Stockholder
has had an opportunity to review with the Stockholder’s tax
advisers the federal, state, local and foreign tax consequences of
the Repurchase and the transactions contemplated by this Agreement.
The Stockholder is relying solely on such advisers and not on any
statements or representations of the Company or any of its agents.
The Stockholder understands that the Stockholder (and not the
Company) shall be responsible for the Stockholder’s tax
liability and any related interest and penalties that may arise as
a result of the transactions contemplated by this
Agreement.
SECTION
3. SUCCESSORS AND ASSIGNS.
Except
as otherwise provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties (including
transferees of any Purchased Shares). Nothing in this Agreement,
express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this
Agreement.
SECTION
4. GOVERNING LAW.
This
Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, except the choice-of-law provisions
thereof.
SECTION 5. ENTIRE AGREEMENT.
This
Agreement contains the entire understanding of the parties, and
there are no further or other agreements or understandings, written
or oral, in effect between the parties relating to the subject
matter hereof, except as expressly referred to herein.
SECTION 6. AMENDMENTS AND WAIVERS.
Any
term of this Agreement may be amended, and the observance of any
term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively),
only with the written consent of the Stockholder and the
Company.
SECTION 7. FURTHER ACTION.
Each
party hereto agrees to execute any additional documents and to take
any further action as may be necessary or desirable in order to
implement the transactions contemplated by this
Agreement.
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SECTION 8. SURVIVAL.
The
representations and warranties herein shall survive the
Closing.
SECTION 9. SEVERABILITY.
Whenever possible,
each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if
any provision of this Agreement shall be held to be prohibited by
or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
SECTION 10. PUBLIC ANNOUNCEMENT.
The
Company shall within four (4) trading days immediately following
the Closing file a Current Report on Form 8-K with the Securities
and Exchange Commission and issue a press release disclosing the
material terms of the transactions contemplated
hereby.
SECTION 11. NOTICES.
All
notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed effectively given
(a) upon personal delivery to the party to be notified,
(b) when sent by confirmed facsimile, if sent during normal
business hours of the recipient or, if not, then on the next
business day, (c) five days after having been sent by
registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally
recognized overnight courier, specifying next-day delivery, with
written verification of receipt. All communications shall be sent
to the respective parties at the addresses set forth in the
preamble hereto (or at such other addresses as shall be specified
by notice given in accordance with this
Section 11).
SECTION 12. 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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties
has executed this Stock Repurchase Agreement as of the day and year
first above written.
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COMPANY:
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ISSUER
DIRECT CORPORATION
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By:
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/s/ Xxxxx X.
Xxxxxxxxx
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Name: Xxxxx X.
Xxxxxxxxx
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Title: Chief
Executive Officer
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STOCKHOLDER:
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EQS
GROUP AG
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By:
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/s/ Xxxxx Xxxxxxxx
Xxxxxxx
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Name:
Xxxxx Xxxxxxxx Xxxxxxx
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Title:
Chief Financial Officer
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