Exhibit 10(i)
XXXXXXXX STOCK PURCHASE AGREEMENT
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THIS XXXXXXXX STOCK PURCHASE AGREEMENT (the "Agreement") is made as of
the 28th day of February, 1996, by and among TRACER DESIGN, INC., an Arizona
corporation (the "Company"), with its principal office at 0000 Xxxx Xxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; XXXX X. XXXXXXXX III ("Xxxxxxxx"), an
Arizona resident whose address is 0000 X. Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx, XX
00000; and XXXX X. XXXXXX, XXXXXX X. XXXXXXXXXXX AND XXXXX X. XXXXX
(collectively, the "Founders").
RECITALS
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A. On February 13, 1996, the Company entered into that certain Series A
Stock Purchase Agreement (the "Series A Stock Purchase Agreement") with WASATCH
VENTURE CORPORATION and NEWTEK VENTURES II, L.P. (collectively, the "Investors")
pursuant to which the Investors agreed to and did purchase Ninety Thousand
(90,000) shares of Series A Preferred Stock of the Company, along with warrants
for the purchase of Twenty-Two Thousand Five Hundred (22,500) shares of Series A
Preferred Stock of the Company, for a total purchase price of Four Hundred Fifty
Thousand Dollars ($450,000).
B. On February 13, 1996, the Company also entered into that certain
Investor Rights Agreement (the "Investor Rights Agreement") with the Investors
in connection with the transactions contemplated by the Series A Stock Purchase
Agreement.
C. On February 13, 1996, the Company also entered into that certain
Co-Sale Agreement (the "Co-Sale Agreement") with the Founders and the Investors
(the Investors are denominated as the "Purchasers" in the Co-Sale Agreement) in
connection with the transactions contemplated by the Series A Stock Purchase
Agreement (the Series A Stock Purchase Agreement, the Co-Sale Agreement and the
Investor Rights Agreement are collectively referred to herein as the
"Agreements"). Capitalized terms used and not otherwise defined in this
Agreement shall have the meanings ascribed to them in the Agreements.
X. Xxxxxxxx wishes to purchase, and the Company is willing to sell to
Xxxxxxxx, Five Thousand (5,000) shares of Series A Preferred Stock of the
Company and a Warrant for the purchase of One Thousand Two Hundred Fifty (1,250)
shares of Series A Preferred Stock of the Company for a total purchase price of
Twenty-Five Thousand Dollars ($25,000) pursuant to the same terms and conditions
as the Investors under the Agreements.
ACCORDINGLY, for good and valuable consideration, the receipt of which
are acknowledged by the parties, the parties agree as follows:
1. The Company agrees to issue to Xxxxxxxx Five Thousand (5,000) shares
of Series A Preferred Stock of the Company and a Warrant for the purchase of One
Thousand Two
Hundred Fifty (1,250) shares of Series A Preferred Stock of the Company (in the
form attached as Exhibit A hereto) in exchange for a payment by Xxxxxxxx to the
Company of Twenty-Five Thousand Dollars ($25,000) pursuant to the same terms and
conditions as the Investors under the Agreements.
2. The Company, the Founders and Xxxxxxxx agree that Xxxxxxxx is a
party to each of the Agreements. Xxxxxxxx is entitled to all of the rights and
benefits as an Investor or Purchaser under each of the Agreements, and Xxxxxxxx
assumes all of the obligations and responsibilities of an Investor or Purchaser
under each of the Agreements, all as though Xxxxxxxx were an original party
thereto.
3. The Company represents and warrants that, except as set forth in the
Schedule of Exceptions, as of the date of this Agreement each of the
representations and warranties contained in Section 2 of the Series A Stock
Purchase Agreement are accurate and complete; however, the description of the
Company's capitalization contained in Section 2.2 of the Series A Stock Purchase
Agreement does not include the shares and warrants described above that have
been issued to the Investors pursuant to the Series A Stock Purchase Agreement.
4. Xxxxxxxx represents and warrants that, as of the date of this
Agreement, each of the representations and warranties contained in Section 3 of
the Series A Stock Purchase Agreement are accurate and complete as to himself.
5. For purposes of the notice provisions in the Agreements, notices or
other communications made to Xxxxxxxx shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, return receipt requested, or
otherwise delivered by hand or by messenger, addressed to Xxxxxxxx at his
address set forth on the first page of this Agreement, or at such other address
as Xxxxxxxx shall have furnished to the Company.
6. This Agreement may be executed in counterparts, each of which shall
be enforceable against the party actually executing the counterpart, and all of
which shall constitute one instrument.
7. The closing for the transactions contemplated by this Agreement
shall take place at such time and place as is mutually agreeable to the Company
and Xxxxxxxx. The Company's obligation to close is also conditioned upon its
receipt of a consent and waiver from the Investors to the transactions
contemplated hereby in form and substance acceptable to such Investors and the
Company.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE COMPANY:
TRACER DESIGN, INC.
By: /s/ Xxxx X. Xxxxxx
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Title: President
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XXXXXXXX:
/s/ Xxxx X. Xxxxxxxx III
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Xxxx X. Xxxxxxxx III
THE FOUNDERS:
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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