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Exhibit 4.7
STOCK PURCHASE AGREEMENT
AGREEMENT made this 31st day of December, 1987, by and between
TELEBASE SYSTEMS, INC., a Pennsylvania business corporation located a 000 Xxxx
Xxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxxxx 00000 (the "Company"), and DILWORTH,
PAXSON, XXXXXX & XXXXXXXX, a Pennsylvania partnership located at 2600 The
Fidelity Building, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
("DPKK"), or its assignees or nominees.
BACKGROUND
DPKK has acted as the Company's independent legal counsel
during the calendar year 1987, and has performed legal services for the Company
in calendar year 1987. The outstanding balance owing to DPKK for such legal
services as of December 23, 1987 is $100,558.10. The Company desires to satisfy
$100,000.00 of its obligation to DPKK by entering into this Agreement, providing
for the issuance of 80,000 shares of its Series A Preferred Stock (the "Stock")
to DPKK. DPKK is willing to enter into this Agreement, providing for the
issuance of the Stock to DPKK or its as assignees or nominees, as full payment
of the Company's obligations owing to it as of the date hereof, on the terms and
conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and
premises contained herein, intending to be legally bound, the parties agree as
follows:
1. Sale and Purchase. Subject to the terms and conditions
contained in this Agreement, the Company shall sell to DPKK and DPKK shall
purchase from the Company, at the Closing (hereinafter defined), the Stock. The
purchase price for the Stock is $1.25 per share, for a total purchase price of
$100,000.00 (the "Purchase Price").
2. Delivery of Shares; Payment of Purchase Price. The closing
of the transactions contemplated hereunder (the "Closing") shall take place on
January 27, 1988, at the offices of DPKK, or on such other date and at such
other place as the parties agree. At the Closing, the Company shall deliver to
DPKK a stock certificate or certificates, registered in the name of DPKK or its
assignees or nominees, representing the Stock; and DPKK shall deliver a release
of indebtedness in the full amount it of the Purchase Price.
3. Representations and Warranties of the Company. The Company
represents and warrants to DPKK that the statements contained in Section 4 of a
Note Purchase Agreement dated October 30, 1987 between the Company and Xxxx X.
Xxxxxx, attached hereto as Exhibit B (the "Note Purchase Agreement"), are true
and correct on the date hereof, and shall be true and correct on the date of
Closing. For the purposes of this Agreement, references in the Note Purchase
Agreement to "this Agreement" shall mean both this Agreement and the Note
Purchase Agreement. Reference to the "Lender" shall mean DPKK. Except as
otherwise provided herein, all other capitalized terms in the Note Purchase
Agreement shall have the meanings ascribed to them therein.
4. Representations and Warranties of DPKK. Except as provided
in this Section 4, DPKK represents and warrants to the Company that the
statements contained in Section 5 of the Note Purchase Agreement are true and
correct with respect to DPKK.
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References to the "Note" contained in the Note Purchase Agreement shall mean the
Stock. Notwithstanding the foregoing, it is understood that DPKK may assign,
transfer and/or sell its rights to the Stock hereunder to a partnership which
may include partners and/or associates of DPKK.
5. Conditions Precedent to Closing. The obligation of DPKK to
consummate the transactions contemplated hereunder is subject to the following
conditions precedent:
(a) DPKK or its assignees or nominees shall have received a
certificate or certificates representing the Stock, duly executed by the
Company.
(b) All corporate and other proceedings to be taken and
waivers to be obtained in connection with the transactions contemplated
hereunder shall have been taken or obtained, including a waiver by Xxxx Xxxxxx
of any preemptive rights or other rights or claims he may have with respect to
the issuance of the Stock, pursuant to the Note Purchase Agreement and related
documents.
(c) DPKK or its assignees or nominees shall have received a
certified copy of resolutions adopted by the Company authorizing the execution,
delivery and performance of this Agreement, substantially in the form attached
hereto as Exhibit A.
(d) The representations and warranties set forth in this
Agreement or delivered in connection herewith shall be true and correct as of
the date of Closing.
(e) No Event of Default contained in Section 10 of the Note
Purchase Agreement shall have occurred and be continuing.
(f) The Company shall have performed all covenants and
agreements to be performed by it, as contemplated hereby.
6. Agreements of Company.
(a) The parties incorporate by this reference the covenants
made by the Company to the Lender contained in the following sections of the
Note Purchase Agreement, as if such covenants had been made directly to DPKK:
Sections 7.02, 7.03, 8 and 9.
(b) The Company shall hold a Board of Directors' meeting on
or before January 22, 1988, and shall thereat adopt a resolution authorizing an
increase in the number of authorized shares of Series A Preferred Stock; and
shall promptly thereafter cause to be filed with the Secretary of State of the
Commonwealth of Pennsylvania, a Statement Affecting Class or Series of Stock
providing for an increase in the number of authorized shares of Series A
Preferred Stock from 500,000 to 580,000.
(c) Prior to Closing, the Company shall secure the waiver
by Xxxx Xxxxxx of his preemptive rights and any other rights or claims he may
have with respect to the issuance of the Stock, pursuant to the Note Purchase
Agreement and related documents.
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7. Assignment. This Agreement, including rights and
obligations con- tained herein, may be sold, transferred and/or assigned by
DPKK. This Agreement, including rights and obligations contained herein, may not
be sold, transferred or assigned by the Company. This Agreement shall be binding
upon and inure to the benefit of the parties, and their respective successors
and assigns.
8. Waivers. No waiver by any party of any condition or the
breach of any term, covenant, representation or warranty contained in this
Agreement whether by conduct or otherwise, in any one or more instances, shall
be deemed or construed as a further or continuing waiver of such condition or
the breach or a waiver of any other term, covenant, representation or warranty
set forth in this Agreement.
9. Invalid Provision. The invalidity or unenforceability of
any term or provision of this Agreement shall not void or impair the remaining
provisions hereof which shall remain in full force and effect as if such invalid
or unenforceable provision had never been contained herein.
10. Entirety. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representing understandings
of the parties. No supplement, modification, or amendment of this Agreement
shall be valid or effective unless made in writing and signed by the parties
hereto.
11. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original for all purposes,
and all of which taken together shall constitute one and the same instrument.
12. Survival. The representations and warranties of the
Company contained herein or delivered in connection herewith shall survive the
Closing for a period of one year after the Closing.
13. Indemnification. Each party shall, with respect to the
representations, warranties and agreements made by such party herein, indemnify,
defend and hold the other harmless against all liability, loss or damage
together with all reasonable costs and expenses related thereto (including legal
and accounting fees and expenses), arising from the untruth, inaccuracy or
breach of any such representations, warranties or agreements of such party.
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IN WITNESS WHEREOF, the parties have executed this Agreement
by their duly authorized representatives.
TELEBASE SYSTEMS, INC.
By:______________________________________
Xxxxx X. Xxxxx, President
DILWORTH, PAXSON, XXXXXX
& XXXXXXXX
By:______________________________________
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