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EXHIBIT 2.4
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 (a) 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") and (b) holds the number
of options to acquire shares of capital stock of the Company set forth below his
name on the signature page to this Agreement (the "Options"). 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. In addition, the Company Stockholder has agreed, in exchange for
foregoing the right to have his Options assumed by the Buyer and amended so as
to constitute options to acquire shares of Buyer Common Stock, to the
termination of the Options for the consideration set forth below. 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 COMPANY SHARES AND TERMINATION OF OPTIONS. Upon and
subject to the terms and conditions of this Agreement, at the closing of the
transactions contemplated by this Agreement (the "Closing"), (a) 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, and (b) the Options shall be terminated and the Company
Stockholder shall have no further rights or claims thereunder or in connection
therewith.
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, to effect the cancellation of the Options and to carry out the
purpose and intent of this Agreement.
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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, (b) the Options shall be deemed terminated and of no further force or
effect, (c) the Buyer shall pay to the Company Stockholder, for each Company
Share purchased by the Buyer pursuant to this Agreement, the sum of U.S. $11.30,
and (d) the Buyer shall pay to the Company Stockholder, for each share of
capital stock of the Company covered by the Option, the sum of U.S. $11.06.
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 and Options, subject to Section 2.2 of the Disclosure
Schedule to the Stock Purchase Agreement of even date herewith among the Buyer,
the Company and the stockholders of the Company listed on Schedule I thereto.
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,
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(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 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.
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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/ Xxx Xxxxxxxx
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(Signature)
Name: Xxx Xxxxxxxx
Number of Series A Shares: 115,530
Number of Series B Shares: 102,520
Total Purchase Price for
Company Shares: U.S. $2,463,965
Number of Options: 21,250
Total Payment for
Termination of Options: U.S. $235,025
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