1
EXHIBIT 4.04
NIKU CORPORATION
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is
made as of the 13th day of February, 1998, by and between Niku Corporation, a
Delaware corporation (the "Company"), and the Purchasers listed on Exhibit A
hereto (the "Purchasers").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Stock.
1.1 Sale and Issuance of Series A Preferred Stock. Subject to
the terms and conditions of this Agreement, each Purchaser agrees to purchase at
the Initial Closing (as defined below), and the Company agrees to sell and issue
to such Purchaser at the Initial Closing, that number of shares of the Company's
Series A Preferred Stock set forth opposite such Purchaser's name on Exhibit A
hereto (the "Shares") for the purchase price set forth thereon (the "Purchase
Price"). The Company's agreement with each Purchaser is a separate agreement,
and the sale of the Shares to each Purchaser is a separate sale.
1.2 Filing of Restated Certificate. The Company shall adopt and
file with the Secretary of State of Delaware on or before the Initial Closing an
Amended and Restated Certificate of Incorporation (the "Restated Certificate").
1.3 Closing. The initial purchase and sale of the Shares
hereunder shall take place at the offices of Venture Law Group, A Professional
Corporation, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, concurrently with the
execution and delivery of this Agreement or at such other time and place as the
Company and the Purchasers acquiring a majority of the total number of Shares to
be purchased at such time mutually agree upon orally or in writing (which time
and place are designated the ("Initial Closing"). At the Initial Closing, the
Company shall deliver to each Purchaser a certificate representing the Shares
that such Purchaser is purchasing against payment of the purchase price therefor
by check or wire transfer to an account designated by the Company.
1.4 Subsequent Closing(s). The Company may sell up to the
balance of the authorized shares of the Series A Preferred Stock not sold at the
Initial Closing to such purchasers as it shall select, on the terms contained
herein and in the exhibits hereto, at one or more subsequent closings (each, a
"Subsequent Closing") provided that all Subsequent Closings shall take place not
later than February 28, 1998. Upon execution of a signature page counterpart by
any such purchaser and without need for an amendment hereto except to add such
purchaser's name to Exhibit A, any such purchaser shall become a party to this
Agreement, and shall be deemed a "Purchaser" for purposes of this Agreement, in
each case as of the date of the applicable Subsequent Closing. The Initial
Closing and each Subsequent Closing shall be deemed a "Closing" under this
Agreement.
2
2. Representations and Warranties of the Company. Except as set forth on
the Schedule of Exceptions (the "Schedule of Exceptions"), the Company hereby
represents and warrants to each Purchaser as follows:
2.1 Organization, Good Standing and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to carry on its business as now conducted and as proposed to be
conducted. The Company is duly qualified to transact business and is in good
standing in the State of California.
2.2 Capitalization and Voting Rights.
(a) The authorized capital of the Company consists, or
will consist immediately prior to the Initial Closing, of:
(i) Preferred Stock. Fourteen million two
hundred eighty five thousand seven hundred fourteen (14,285,714) shares of
Preferred Stock (the "Preferred Stock") have been authorized, 10,000,000 of
which have been designated Series F Preferred Stock (the "Series F Preferred
Stock"), all of which are outstanding prior to the Initial Closing, and Four
million two hundred eighty five thousand seven hundred fourteen (4,285,714)
shares of which has been designed Series A Preferred Stock, none of which is
issued and outstanding prior to the Initial Closing. The rights, privileges and
preferences of the Series A Preferred Stock will be as stated in the Restated
Certificate.
(ii) Common Stock. Fifty million (50,000,000)
shares of Common Stock (the "Common Stock"), of which four million eight hundred
twenty seven thousand five hundred (4,827,500) shares are issued and
outstanding. The outstanding shares of Common Stock are all duly and validly
authorized and issued, fully paid and nonassessable. In addition, the Company
has reserved five million (5,000,000) shares of its Common Stock for issuance
pursuant to the Company's 1998 Stock Plan, of which options to purchase a total
of one million six hundred twelve thousand five hundred (1,612,500) shares have
been granted and fifteen thousand (15,000) shares of Restricted Stock are
outstanding thereunder (which shares of Restricted Stock are included in the
total number of issued and outstanding shares of Common Stock set forth above).
(b) Except for (i) the conversion privileges of the
Preferred Stock, and (ii) the options described in Section 2.2(a)(ii) above,
there are no outstanding options, warrants, rights (including conversion or
preemptive rights) or obligations for the purchase or acquisition from the
Company of any shares of its capital stock. The Company is not a party or
subject to any agreement or understanding and, to the Company's knowledge, there
is no agreement or understanding between any other persons or entities which
affects or relates to the voting or giving of written consents with respect to
any security or by a director of the Company.
2.3 Subsidiaries. The Company does not presently own or control,
directly or indirectly, any interest in any other corporation, association, or
other business entity. The Company is not a participant in any joint venture,
partnership, or similar arrangement.
2
3
2.4 Authorization. All corporate action on the part of the
Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement and the Amended and
Restated Investor Rights Agreement (the "Amended Rights Agreement"), the
performance of all obligations of the Company hereunder and thereunder, and the
authorization, issuance (or reservation for issuance), sale and delivery of the
Series A Preferred Stock being sold hereunder and the Common Stock issuable upon
conversion of the Series A Preferred Stock has been taken or will be taken prior
to the applicable Closing, and this Agreement and the Amended Rights Agreement
constitute valid and legally binding obligations of the Company, enforceable in
accordance with their respective terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, and (iii) to the extent the indemnification
provisions contained in the Amended Rights Agreement may be limited by
applicable federal or state securities laws. The Series A Preferred Stock being
purchased by Purchasers hereunder, when issued, sold and delivered in accordance
with the terms of this Agreement for the consideration expressed herein, and the
Common Stock issuable upon conversion thereof (when issued in accordance with
the Restated Certificate), will be duly and validly issued, fully paid and
nonassessable.
2.5 Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
the Company is required in connection with the consummation of the transactions
contemplated by this Agreement, except for the filing pursuant to Section
25102(f) of the California Corporate Securities Law of 1968, as amended, and the
rules thereunder.
2.6 Litigation. There is no action, suit, proceeding or
investigation pending or currently threatened against the Company that questions
the validity of this Agreement or the Amended Rights Agreement, or the right of
the Company to enter into any such agreement, or to consummate the transactions
contemplated hereby or thereby, or that might result, either individually or in
the aggregate, in any material adverse changes 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 Company is not a party or subject
to the provisions of any order, writ, injunction, judgment or decree of any
court or government agency or instrumentality. There is no action, suit,
proceeding or investigation by the Company currently pending or that the Company
intends to initiate.
2.7 Proprietary Information and Inventions Agreements. Each
employee, officer and consultant of the Company has executed a Proprietary
Information and Inventions Assignment. The Company is not aware that any of its
employees, officers or consultants are in violation thereof, and the Company
will use its best efforts to prevent any such violation. The Company is not
aware that any officer or key employee intends to terminate employment with the
Company, nor does the Company have a present intention to terminate the
employment of any of the foregoing. Subject to general principles relating to
wrongful termination of
3
4
employees, the employment of each officer and employee of the Company is
terminable at the will of the Company.
2.8 Title to Property and Assets. The Company owns its property
and assets free and clear of all mortgages, liens, loans and encumbrances,
except such encumbrances and liens that arise in the ordinary course of business
and do not materially impair the Company's ownership or use of such property or
assets. With respect to the property and assets it leases, the Company is in
compliance with such leases and, to its knowledge, holds a valid leasehold
interest free of any liens, claims or encumbrances.
2.9 Financial Statements. The Company has not prepared any
balance sheet, income statement, statement of operations, statement of cash flow
and stockholders' equity or other financial statement. As of the Initial
Closing, the Company has not engaged in any business, generated any revenues,
entered into or become bound by any contracts, agreements or commitments of any
kind involving obligations of the Company in excess of ten thousand dollars
($10,000). As of the Initial Closing, the Company does not have any obligations
or liabilities (whether accrued, absolute, contingent, liquidated, unliquidated
or otherwise, whether due or to become due) in excess of an aggregate of ten
thousand dollars ($10,000) arising out of transactions entered into at or prior
to the Initial Closing, or arising out of any statement of facts existing at or
prior to the Initial Closing.
2.10 Books and Records. The minute books of the Company contain
accurate summary records of all meetings and written consents to action of the
Company's stockholders, the Company's Board of Directors and all committees, if
any, appointed by the Board of Directors. The Company's stock ledger is complete
and reflects all issuances, transfers, repurchases and cancellations of shares
of capital stock of the Company.
2.11 Rights of Registration. Except as contemplated in the
Amended Rights Agreement, the Company has not granted or agreed to grant any
registration rights, including piggyback rights, to any person or entity.
2.12 Propriety Rights. To its knowledge, the Company owns, has
licensed or otherwise possesses all trademarks, trade names, copyrights and
other intellectual property rights necessary to conduct its business as now
being conducted without any known conflict with or infringement upon any
intellectual property rights of others. The Company has not received any notice
alleging that the Company has infringed upon or is conflict with the asserted
rights of others. The Company has certain trade secrets, including know-how,
computer software programs and other proprietary data (the "Proprietary
Information") used, or proposed to be used, in the development, manufacture and
sale of its products. To its knowledge, the Company has the right to use the
Proprietary Information, except that the possibility exists that other persons
may have independently developed trade secrets or technical information similar
or identical to those of the Company.
2.13 No Conflict of Interest. The Company is not indebted,
directly or indirectly, to any of its officers or directors or to their
respective spouses or children, in any amount whatsoever other than in
connection with expenses or advances of expenses incurred in
4
5
the ordinary course of business or relocation expenses of employees. To the
Company's knowledge, none of the Company's officers or directors, or any members
of their immediate families, are, directly or indirectly, indebted to the
Company (other than in connection with purchases of the Company's stock). To the
Company's knowledge, none of the Company's officers or directors or any members
of their immediate families have, directly or indirectly, any economic interest
in any contract material to the Company other than with respect to equity held
in the Company.
2.14 Tax Returns. All tax returns, declarations, statements,
reports, schedules, forms and information returns ("Returns") required by all
U.S. federal, state and local and foreign jurisdictions (in each case, including
all political subdivisions thereof) relating to all U.S. federal, state, local
and foreign taxes and other assessments of a similar nature (whether imposed
directly or through withholding), including any interest, additions to tax, or
penalties applicable thereto ("Taxes"), if any, required to be filed by the
Company prior to the applicable Closing have been (or will be) timely filed and
such Returns are (or will be) true, complete and correct in all material
respects. All Taxes shown on any such Returns to be due from the Company that
are due and payable have been paid, other than those being contested in good
faith and for which an adequate reserve or accrual has been established in
accordance with GAAP. The Company does not know of any actual or proposed
material addition Tax assessments against the Company.
2.15 Compliance with Laws. The Company has obtained and
maintained in good standing all of its licenses, permits, consents and
authorizations required to be obtained by it or them under federal, state and
local laws (collectively, "Laws"), except for those which, individually or in
the aggregate, would have a material adverse effect on the assets, condition,
affairs or proceeds of the Company, financially or otherwise, and all such
licenses, permits, consents and authorizations remain in full force and effect.
The Company is in material compliance with such Laws, and there is no pending
or, to the Company's knowledge, threatened, action or proceeding against the
Company under any of such Laws, other than any such actions or proceedings
which, individually or in the aggregate, if adversely determined, would not have
a material adverse effect on the assets, condition, affairs or prospects of the
Company, financially or otherwise.
2.16 Qualified Small Business Stock.
(a) As of and immediately following the Closing, the
Stock will meet each of the requirements for qualification as "qualified small
business stock" set forth in Section 1202(c) of the Internal Revenue Code of
1986, as amended (the "Code"), including without limitation the following: (i)
the Company will be a domestic C corporation, (ii) the Company will not have
made any purchases of its own stock described in Code Section 1202(c)(3)(B)
during the one-year period preceding the Closing, and (iii) the Company's (and
any predecessor's) aggregate gross assets, as defined by Code Section
1202(d)(2), at no time from the date of incorporation of the Company and through
the Closing have exceeded or will exceed $50 million, taking into account the
assets of any corporations required to be aggregated with the Company in
accordance with Code Section 1202(d)(3).
5
6
(b) As of the Closing, at least 80% (by value) of the
assets of the Company are used by it in the active conduct of one or more
qualified trades or businesses, as defined by Code Section 1202(e)(3), and the
Company is an eligible corporation, as defined by Code Section 1202(e)(4).
3. Representations and Warranties of Purchaser. Each Purchaser hereby
represents and warrants that:
3.1 Authorization. Such Purchaser has full power and authority
to enter into this Agreement and the Amended Rights Agreement and each such
agreement constitutes a valid and legally binding obligation of such Purchaser,
enforceable in accordance with its terms.
3.2 Purchase Entirely for Own Account. This Agreement is made
with such Purchaser in reliance upon Purchaser's representation to the Company,
which by such Purchaser's execution of this Agreement such Purchaser hereby
confirms, that the Series A Preferred Stock to be received by such Purchaser and
the Common Stock issuable upon conversion thereof (collectively, the
"Securities") will be acquired for investment for such Purchaser's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that such Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same. By executing
this Agreement, such Purchaser further represents that such Purchaser does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to any of the Securities.
3.3 Disclosure of Information. Such Purchaser believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Series A Preferred Stock. Such Purchaser further
represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of the
Series A Preferred Stock and the business, properties, prospects and financial
condition of the Company. The foregoing, however, does not limit or modify the
representations and warranties of the Company in Section 2 of this Agreement or
the right of such Purchaser to rely thereon.
3.4 Investment Experience. Such Purchaser is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, can bear the economic risk of its investment, and has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Series A
Preferred Stock. If other than an individual, such Purchaser also represents it
has not been organized solely for the purpose of acquiring the Series A
Preferred Stock.
3.5 Accredited Investor. Such Purchaser is an "accredited
investor" within the meaning of Securities and Exchange Commission ("SEC") Rule
501 of Regulation D, as presently in effect.
3.6 Restricted Securities. Such Purchaser understands that the
Securities it is purchasing are characterized as "restricted securities" under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction not involving a public offering and
6
7
that under such laws and applicable regulations such securities may be resold
without registration under the Securities Act of 1933, as amended (the
"Securities Act"), only in certain limited circumstances. In addition, such
Purchaser represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act. Each Purchaser understands that no public market presently
exists for the Series A Preferred Stock or Common Stock of the Company, and that
there are no assurances that any such market will be created.
3.7 Further Limitations on Disposition. Without in any way
limiting the above, such Purchaser further agrees not to make any disposition of
all or any portion of the Securities unless, and until the transferee has agreed
in writing for the benefit of the Company to be bound by this Section 3 and
Section 6 of this Agreement and Section 1.11 of the Amended Rights Agreement,
and:
(a) There is then in effect a Registration Statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such Registration Statement; or
(b) (i) Such Purchaser shall have notified the Company
of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
reasonably requested by the Company, such Purchaser shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the
Securities Act.
3.8 Legends. It is understood that the certificate(s) evidencing
the Shares shall bear the following legends:
"The shares represented by this certificate have been
acquired for investment and have not been registered under the
Securities Act of 1933, as amended. Such shares may not be sold
or transferred in the absence of such registration or unless the
Corporation receives an opinion of counsel reasonably acceptable
to it stating that such sale or transfer is exempt from the
registration and prospectus delivery requirements of said act.
Copies of the agreements covering the purchase of these shares
and restricting their transfer may be obtained at no cost by
written request made by the holder of record of this certificate
to the Secretary of the Corporation at the principal executive
offices of the Corporation."
"The shares represented by this certificate are subject
to the market stand-off provisions contained in the
Corporation's Amended and Restated Investor Rights Agreement,
dated February 13, 1998. A copy of such agreement may be
obtained without charge upon written request to the Corporation
at its principal place of business."
7
8
3.9 Accredited Purchasers. Such Purchaser is an "accredited
investor" under Rule 501(a) of Regulation D promulgated under the Securities
Act.
4. Conditions of Purchasers' Obligations at Closing. The obligations of
each Purchaser to purchase Shares at the applicable Closing are subject to the
fulfillment of each of the following conditions.
4.1 Representations and Warranties. The representations and
warranties of the Company contained in Section 2 shall be true in all material
respects on and as of the applicable Closing with the same effect as though such
representations and warranties had been made on and as of such Closing.
4.2 Performance. The Company shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the applicable
Closing.
4.3 Qualifications. All authorizations, approvals, or permits,
if any, of any governmental authority or regulatory body of the United States or
of any state that are required in connection with the lawful issuance and sale
of the Securities at the applicable Closing will have been obtained by the
Company as of such Closing.
4.4 Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at the applicable
Closing and all documents incident thereto shall be reasonably satisfactory in
form and substance to such Purchaser.
4.5 Amended Rights Agreement. The Company and Purchasers holding
a sufficient number of shares of "Registrable Securities" to amend and restate
the Company's existing Investor Rights Agreement shall have entered into the
Amended Rights Agreement.
4.6 Restated Certificate. The Restated Certificate shall have
been filed with the Delaware Secretary of State.
5. Conditions of the Company's Obligations at Closing. The obligations
of the Company to sell and issue the Shares at the applicable Closing are
subject to the fulfillment of each of the following conditions:
5.1 Representations and Warranties. The representations and
warranties of each Purchaser contained in Section 3 shall be true in all
material respects on and as of the applicable Closing with the same effect as
though such representations and warranties had been made on and as of such
Closing.
5.2 Qualifications. All authorizations, approvals, or permits,
if any, of any governmental authority or regulatory body of the United States or
of any state that are required in connection with the lawful issuance and sale
of the Securities at the applicable Closing pursuant to this Agreement shall be
duly obtained and effective as of such Closing.
8
9
5.3 Amended Rights Agreement. The Company and Purchasers holding
a sufficient number of shares of "Registrable Securities" to amend and restate
the Company's existing Investor Rights Agreement shall have entered into the
Amended Rights Agreement.
5.4 Restated Certificate. The Restated Certificate shall have
been filed with the Delaware Secretary of State.
6. Miscellaneous.
6.1 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 Securities). 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.
6.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California.
6.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
6.5 Notices. All notices and other communications required or
permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given upon receipt or, if earlier, (a) five
(5) days after deposit with the U.S. Postal Service or other applicable postal
service, if delivered by first class mail, postage prepaid, (b) upon delivery,
if delivered by hand, (c) one (1) business day after the business day of deposit
with Federal Express or similar overnight courier, freight prepaid or (d) one
(1) business day after the business day of facsimile transmission, if delivered
by facsimile transmission with copy by first class mail, postage prepaid, and
shall be addressed (i) if to a Purchaser, at such Purchaser's address as set
forth on Exhibit A, and (ii) if to the Company, at the address of its principal
corporate offices (attention: Secretary), or at such other address as a party
may designate by ten days' advance written notice to the other party pursuant to
the provisions above.
6.6 Finder's Fee. Each party represents that it neither is nor
will be obligated for any finders' fee or commission in connection with this
transaction. Each Purchaser agrees to indemnify and hold harmless the Company
from any liability for any commission or compensation in the nature of a
finders' fee (and the costs and expenses of defending against such liability or
asserted liability) for which Purchaser or any of its officers, partners,
employees, or representative is responsible. The Company agrees to indemnify and
hold harmless each
9
10
Purchaser from any liability for any commission or compensation in the nature of
a finders' fee (and the costs and expenses of defending against such liability
or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.
6.7 Expenses. Each Purchaser shall pay all costs and expenses
that it incurs with respect to the negotiation, execution, delivery and
performance of this Agreement.
6.8 Amendment and Waivers. Any term of this Agreement may be
amended and the severance 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 Company and the holders of a majority of
the Common Stock issued or issuable upon conversion of the Series A Preferred
Stock sold hereunder. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each holder of any securities purchased under
this Agreement at the time outstanding (including securities into which such
securities are convertible), each future holder of all such securities and the
Company.
6.9 Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
6.10 Aggregation of Stock. All shares of the Series A Preferred
Stock held or acquired (or Common Stock issued upon conversion thereof) by
affiliated entities or persons shall be aggregated for the purpose of
determining the availability of or discharge of any rights under this Agreement.
6.11 Entire Agreement. This Agreement and the documents referred
to herein constitute the entire agreement among the parties and no party shall
be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.
6.12 California Corporate Securities Law. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE
CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS
SO EXEMPT.
10
11
The parties have executed this Series A Preferred Stock Purchase
Agreement as of the date first above written.
NIKU CORPORATION
By:
-------------------------------------
Xxxxxx Xxxxxxx
President and Chief Executive Officer
Address: 0000 Xxxx XxxXxxxx Xxxx,
Xxxxx 00X
Xxxxxxx Xxxx, XX 00000
INITIAL CLOSING PURCHASERS
----------------------------------------
Name of Purchaser
----------------------------------------
Signature of Purchaser
----------------------------------------
Title, if any
SIGNATURE PAGE TO NIKU CORPORATION
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
11
12
The undersigned hereby agrees to be bound by the terms of the Series A
Preferred Stock Purchase Agreement as of the date indicated below.
SUBSEQUENT CLOSING PURCHASERS:
----------------------------------------
Name of Purchaser
----------------------------------------
Signature of Purchaser
----------------------------------------
Title, if any
----------------------------------------
Date
SIGNATURE PAGE TO NIKU CORPORATION
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
13
EXHIBIT A
SCHEDULE OF PURCHASERS
Stockholder Name Number of Shares
---------------------------------------------------------------------------------------------
Xxxxxxx, Xxxxxxx X. and Xxxxxxx X., Trustees 1,857,142
of the Xxxxxxx Family Trust U/D/T dated 4/27/97
Xxxxxxx, Xxxxx 714,285
Xxxxxxx, Xxxxxx and Xxxxxx X., Trustees of 285,714
the Dibachi Family Trust UDT dated 2-11-98
Xxxxxxx, Xxx 142,857
Xxxxxx, Xxxxxxx and Xxxxxxxx Xxxxxx JTWROS 142,857
VLG Investments 1998 71,428
Xxxxx, Xxxx 71,428
Xxxxxx, Xxxxxx 28,571
Xxxxxxx, Xxxx 142,857
Delivanis, Constantin and Xxxxxx Xxxxxxx as 142,857
co-trustees of the Xxxxxxxxx-Xxxxxxx Family Trust date 12/13/90
General Counsel Associates (GCA Investments 1998) 30,000
Xxxx, Xxxxx 150,000
Xxxxx Family Trust 285,714
Xxxxxxxx, Xxxxx 71,428
Xxxxxxxxxx, Madhavan 142,857
Xxxxxxxx V, LLC, Xxxxxx Xxxxxx, Managing Member 5,714
Xxxx, Xxxx X. and Xxxxxx X. Xxxx Family 285,714
Trust 1994
Xxxx, Xxxxxxx X. Xx. and Xxxxx X. 285,714
Xxxx, Trustees of the Xxxx Family Trust, dated 6/3/95
Raduchel, The Xxxxxxx X. Xxxxxxxx Revocable Trust 285,714
TOTALS 5,142,851
14
