EXHIBIT 10.69
AGREEMENT FOR PURCHASE AND SALE OF STOCK
This Agreement is made this 13th day of March, 2001 by and between V-ONE
Corporation, a Delaware Corporation with its principal place of business at
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (V-ONE) and NFR
Security, Inc., ("NFR") a Delaware Corporation formerly known as Network Flight
Recorder, Inc. with its principal place of business at 0000 Xxxxxxx Xxxxx, Xxxxx
000, Xxxxxxxxx, XX 00000
WHEREAS, V-ONE is the holder of 500,000 shares of common stock of NFR
("NFR Common Stock"); and
WHEREAS, V-ONE desires to sell its NFR Common Stock and NFR desires to
purchase the same on the terms and conditions hereinafter set forth; and
WHEREAS, NFR is undertaking a private placement of a series of preferred
stock ("NFR Private Placement") and the closing of the Private Placement is to
take place on or about March 16, 2001
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
1. To the extent that the gross proceeds of the NFR Private Placement
available to NFR exceed the sum of Twenty Million Two Hundred Fifty Thousand
Dollars ($20,250,000) (such amount exceeding $20,250,000 being hereinafter
referred to as the "Excess Proceeds"), NFR, will use 94% of such Excess Proceeds
to purchase from V-ONE the NFR Common Stock, up to a maximum of Five Hundred
Thousand (500,000) shares. The purchase price per share for the NFR Common Stock
shall be Three Dollars and twenty-five Cents ($3.25).
2. Closing of the sale of the NFR Common Stock by V-ONE to NFR shall take
place no later than the third business day following the date on which the
proceeds of the NFR Private Placement become available to NFR (the "Closing
Date"). Payment of the full sum due to V-ONE shall be made in current funds on
the Closing Date. V-ONE shall deliver to NFR on the Closing Date the stock
certificates duly endorsed for transfer evidencing the number of shares of NFR
Common Stock purchased pursuant to this Agreement.
3. Each party shall bear its own expenses arising out of the preparation
and consummation of this Agreement.
4. V-ONE has all requisite right, power and corporate authority to enter
into this Agreement, and to sell, transfer and deliver the NFR Common Stock to
be sold hereunder, and this Agreement has been duly authorized, executed and
delivered by V-ONE and constitutes the legal, valid and binding obligation of
V-ONE enforceable in accordance with its terms.
5. V-ONE now is and on the Closing Date shall be, the lawful owner of NFR
Common Stock to be sold by V-ONE pursuant to this Agreement. On the Closing
Date, V-ONE will have good and marketable title to the NFR Common Stock, free
and clear of all liens, encumbrances, security interests or other restrictions.
Upon proper delivery of, and payment for, the NFR Common Stock, NFR will acquire
good and marketable title thereto to the NFR Common Stock, free and clear of all
liens, encumbrances, security interests and other restrictions and defects
whatsoever.
6. V-ONE hereby acknowledges that it has been furnished with such
documents, materials and information as V-ONE deems necessary or appropriate for
evaluating a sale of the NFR Common Stock. V-ONE confirms that it has made such
further investigation of NFR as was deemed appropriate to evaluate the merits
and risks of such sale. V-ONE acknowledges that it has had an opportunity to ask
questions of, and receive answers from, officers of NFR, concerning the sale of
NFR Common Stock by V-ONE as well as the terms and conditions of the NFR Private
Placement.
7. NFR represents and warrants that it is a corporation duly organized,
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate authority to enter into, and perform its obligations
under, this Agreement.
8. This is the entire agreement of the parties with respect to the subject
matter hereof and may be amended only by a writing executed by the parties. This
Agreement shall be binding upon and inure to the benefit of each of the parties
and their respective successors and permitted assigns. Neither party may assign
any right or obligation hereunder without the express written consent of the
other party.
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IN WITNESS WHEREOF, the parties have executed this Agreement making it
effective as of the date first above written.
Witness V-ONE Corporation
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxxxx X. Xxxxxxx
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By Xxxxxxxx X. Xxxxxxx,
Chief Executive Officer
Witness NFR Security, Inc.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx
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By Xxxx X. Xxxxx
Chief Executive Officer
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