Exhibit 10.22
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into
as of June 1, 1998 by and between Neon Systems, Inc., a Delaware corporation
(the "COMPANY"), and Xxxxx X.. Xxxx, Jr. ("XXXX") .
RECITALS:
The company desires to sell to Xxxx, and Xxxx desires to purchase from the
Company, 47,780 shares of the Company's Common Stock, par value $.01 per share
(the "COMMON STOCK"), all upon the terms and conditions set forth in this
Agreement. For and in consideration of the premises and of the mutual covenants
and agreements set forth herein, the Company and Xxxx agree as follows;
1. ISSUANCE, SALE AND DELIVERY OF THE SHARES OF THE COMMON STOCK. The
Company agrees to issue and sell to Xxxx, and Xxxx agrees to purchase from the
Company, 47,780 shares of the Common Stock for the purchase price of $1.80 per
share (i.e., an aggregate purchase price of $86,004), payable in immediately
available funds. Upon receipt of payment, the Company shall issue and deliver
to Xxxx a stock certificate in definitive form, registered in the name of Xxxx,
representing such shares.
EXECUTION AND DELIVERY OF STOCKHOLDERS AGREEMENT. It is a condition
precedent to the obligations of the Company under this Agreement that the
Company and Xxxx duly execute and deliver that certain Stockholders Agreement in
the form attached hereto as EXHIBIT-A.
REPRESENTATIONS OF THE COMPANY. The Company represents and warrants to
Xxxx that:
The Company is a corporation duly incorporated, validly existing and
in corporate good standing under the laws of the State of Delaware and is duly
licensed or qualified to transact business as a foreign corporation and is in
good standing in each jurisdiction in which the failure to so qualify would have
a material adverse impact on the business of the Company. The Company has the
corporate power and authority to own and hold its properties and to carry on its
business, to execute, deliver and perform this Agreement and to issue, sell and
deliver the shares of Common Stock to be issued, sold and delivered by it
hereunder.
The shares of Common Stock to be issued and sold by the Company
hereunder have been duly authorized and, when issued in accordance with this
Agreement, will be validly issued, fully paid and nonassessable shares of the
capital stock of the Company with no personal liability attaching to the
ownership thereof and will be free and clear of all liens, charges,
restrictions, claims and encumbrances imposed by or through the Company.
The company is not in violation of any term of any mortgage,
indenture, contract, agreement, instrument, judgment, decree, order, statute,
rule or regulation to which the Company
is subject, which violation would have a material adverse effect on the
condition, financial or otherwise, or operations of the Company.
No consent, approval, order or authorization of, or registration,
qualification, designation declaration or filing with, any person or any
governmental authority is or will be required for the valid execution and
delivery of this Agreement by the Company or the offer, issue, sale and delivery
by the Company of the shares of Common Stock as contemplated by this Agreement,
except such as have been obtained or made. Based in part on the representations
made by Xxxx in section 4 of this Agreement, the offer and sale of the shares of
Common Stock hereunder to Xxxx will be in compliance with applicable Federal and
state securities laws.
REPRESENTATIONS AND WARRANTIES OF XXXX. TO THE COMPANY. Xxxx represents
and warrants to the Company that:
he is an "accredited investor" within the meaning of Rule 501 under
the Securities Act of 1933, as amended (the "SECURITIES ACT");
he has sufficient knowledge and experience in investing in companies
similar to the Company in terms of the Company's stage of developer so as to be
able to evaluate the risks and merits of his investment in the Company and he is
able financially to bear the risks thereof;
the shares of the Common Stock to be acquired by him hereunder are
being acquired for his own account for the purpose of investment and not with a
view to or for sale in connection with any distribution thereof;
he understands that (i) the shares of the Common Stock to be acquired
by him hereunder have not been registered under the Securities Act or any
applicable state securities laws, (ii) such shares must he held indefinitely
unless a subsequent disposition thereof is registered under the Securities Act
or is exempt from such registration, (iii) such shares will bear a legend to
such effect and (iv) the Company will make a notation on its transfer books to
such effect;
he has received or has had access to all information which he has
considered necessary or advisable to enable him to make a decision concerning
his acquisition of the shares of the Common Stock to be acquired by him
hereunder; and
he has full power and authority to enter into and perform this
Agreement in accordance with its terms.
2. GOVERNING LAW. This Agreement shall be governed by and construes in
accordance with the laws of the State of Delaware.
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.
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IN WITNESS WHEREOF, the Company and Xxxx have executed this Agreement as of
the day and year first above written.
NEON SYSTEMS, INC.
By: /s/ F. Xxxxxx Xxxxxx
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F. Xxxxxx Xxxxxx
President
/s/ Xxxxx X. Xxxx, Xx.
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Xxxxx X. Xxxx, Xx.
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