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Exhibit 10.7
STOCK PURCHASE AGREEMENT
SEEC, INC.
JULY 15, 1996
PENNSYLVANIA RESIDENTS ARE REFERRED TO THE RIGHT OF
WITHDRAWAL DESCRIBED IN SECTION 4(b) HEREOF
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT made as of the 15th day of July, 1996, by
and among SEEC, Inc., a Pennsylvania corporation (the "Company"), Xxxx
Xxxxxxxxx (the "Investor") and the noteholders listed on Schedule A hereto
(individually a "Noteholder" and collectively the "Noteholders").
WHEREAS, the authorized capital of the Company consists of 10,000,000
shares of Common Stock (the "Common Stock");
WHEREAS, each Noteholder holds the promissory notes identified on Schedule
A hereto (individually a "Note" and collectively the "Notes"), and each
Noteholder has agreed to convert his or its Note into shares of Common Stock;
WHEREAS, the Investor has agreed to purchase 133,333 shares of Common
Stock; and
WHEREAS, the Company has agreed to effect the conversion of the Notes into
shares of Common Stock and to sell such shares of Common Stock to the Investor,
all upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. ISSUANCE OF COMMON STOCK AND WARRANTS.
(a) SALE OF COMMON STOCK TO INVESTOR. Subject to the terms and
conditions of this Agreement, the Investor agrees to purchase at the Closing
and the Company agrees to sell to the Investor 133,333 shares of Common Stock
at a purchase price of $1.50 per share, for an aggregate purchase price of
$200,000.
(b) CONVERSION OF NOTES. Subject to the terms and conditions of this
Agreement, each Noteholder severally agrees to surrender his or its Notes to
the Company at the Closing, whereupon the principal of and accrued and unpaid
interest on each Note will be automatically converted into shares of Common
Stock at a conversion price of $1.50 per share, with each Note being converted
into the number of whole shares of Common Stock shown on Schedule A. The
Company will not issue fractional shares of Common Stock upon such conversion
but will make the cash payments identified on Schedule A in lieu thereof.
2. CLOSING. The purchase and sale of the Common Stock and the conversion
of the Notes shall take place at the offices of Xxxxx & Xxxxxxx, P.C., 2900 CNG
Tower, 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 at
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10:00 a.m. as of July 15, 1996 and, in the case of the Investor, a date
mutually agreeable to the Company and the Investor.
3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR AND NOTEHOLDERS. The
Investor and each Noteholder severally represents and warrants to the Company
that:
(a) ACCREDITED INVESTOR. Each Investor is an "accredited investor" as
defined in Rule 501 promulgated under the Securities Act of 1933 (the "Act").
(b) PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made with the
Investor and each Noteholder in reliance upon the Investor's and each
Noteholder's representation to the Company, which by the Investor's and such
Noteholder's execution of this Agreement he or it confirms, that the Common
Stock to be received by the Investor or such Noteholder hereunder will be
acquired for investment for the Investor's or such Noteholder's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that the Investor or such Noteholder has no present
intention of selling, granting any participation in, or otherwise distributing
the same. By executing this Agreement, the Investor or such Noteholder further
represents that the Investor or such Noteholder does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant participations to such person or to any third person, with respect to any
of the Common Stock to be issued hereunder.
(c) DISCLOSURE OF INFORMATION. The Investor and each Noteholder
acknowledges that he or it has had access to the books and records of the
Company and all other available information, and has had the opportunity to ask
questions of all officers and agents of the Company, pertinent to his or its
investment decision.
(d) RESTRICTED SECURITIES. The Investor and each Noteholder understands
that the shares of Common Stock he or it is acquiring hereunder are
characterized as "restricted securities" under the federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Act, only in
certain limited circumstances. In this connection, the Investor and each
Noteholder represents that he or it is familiar with Rule 144 promulgated by
the Securities and Exchange Commission, as presently in effect, and understands
the resale limitations imposed thereby and by the Act.
(e) FURTHER LIMITATIONS ON DISPOSITION. Without in any way limiting the
representations set forth above, the Investor and each Noteholder further
agrees not to make any disposition of all or any portion of the Common Stock
unless and until:
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(i) There is then in effect a Registration Statement under the Act
covering such proposed disposition and such disposition is made in accordance
with such Registration Statement; or
(ii) (x) The Investor or such Noteholder shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed disposition,
and (y) if reasonably requested by the Company, the Investor or such Noteholder
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require
registration of such shares under the Act. It is agreed that the Company will
not require opinions of counsel for transactions made pursuant to Rule 144
except in unusual circumstances.
(iii) Notwithstanding the provisions of paragraphs (i) and (ii)
above, no such Registration Statement or opinion of counsel shall be necessary
for a transfer by a holder of Common Stock which is a partnership to a partner
of such partnership or a retired partner of such partnership who retires after
the date hereof, or to the estate of any such partner or retired partner or the
transfer by gift, will or intestate succession of any partner to his spouse or
lineal descendants or ancestors, if the transferee agrees in writing to be
subject to the terms hereof to the same extent as if he were an original
Investor hereunder.
(f) LEGENDS. The Investor and each Noteholder understands and agrees
that the certificates evidencing the Common Stock may bear one or all of the
following legends:
(i) "These securities have not been registered under the Securities
Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in
the absence of a registration statement in effect with respect to the securities
under such Act or an opinion of counsel satisfactory to the Company that such
registration is not required or unless sold pursuant to Rule 144 of such Act."
(ii) Any legend required by the applicable state securities laws.
(g) RESIDENCE. The Investor and each Noteholder is a resident of the
State indicated on Schedule A.
4. PENNSYLVANIA SECURITIES LAW OF 1972.
(a) The Investor and each Noteholder who is a Pennsylvania resident
hereby agrees not to sell the shares of Common Stock purchased pursuant hereto
within 12 months after the date of purchase unless the Company determines
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that such sale is in accordance with Section 203(d) of the Pennsylvania
Securities Law of 1972 and regulations thereunder.
(b) THE INVESTOR AND EACH NOTEHOLDER WHO IS A PENNSYLVANIA RESIDENT IS
HEREBY NOTIFIED THAT HE OR IT HAS THE RIGHT, UNDER SECTION 207(m) OF THE
PENNSYLVANIA SECURITIES LAW OF 1972, TO WITHDRAW HIS OR ITS ACCEPTANCE WITHOUT
INCURRING ANY LIABILITY TO ANY PERSON WITHIN TWO BUSINESS DAYS FROM THE DATE OF
RECEIPT BY THE COMPANY OF HIS OR ITS BINDING WRITTEN CONTRACT OF PURCHASE. UPON
SUCH WITHDRAWAL, THE INVESTOR OR SUCH NOTEHOLDER WILL RECEIVE A FULL REFUND OF
ALL MONEYS PAID BY HIM OR IT. TO ACCOMPLISH THIS WITHDRAWAL, THE INVESTOR OR
SUCH NOTEHOLDER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT ITS
ADDRESS FOR NOTICES INDICATING HIS OR ITS INTENTION TO WITHDRAW. SUCH LETTER OR
TELEGRAM SHOULD BE SENT AND POSTMARKED BEFORE THE END OF SUCH SECOND BUSINESS
DAY. IF THE INVESTOR OR ANY NOTEHOLDER SENDS A LETTER, IT IS PRUDENT TO SEND IT
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED. IF THE INVESTOR OR ANY NOTEHOLDER
MAKES THE REQUEST ORALLY, HE OR IT SHOULD ASK FOR WRITTEN CONFIRMATION THAT
SUCH REQUEST WAS RECEIVED.
5. CONDITIONS OF THE COMPANY'S OBLIGATIONS TO THE INVESTOR AND NOTEHOLDERS
AT CLOSING. The obligations of the Company to the Investor and the Noteholders
under this Agreement are subject to the fulfillment on or before the Closing by
the Investor and each Noteholder of the terms and conditions hereof and of each
of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Investor and each Noteholder contained in Section 3 shall be true on and
as of the Closing with the same effect as though such representations and
warranties had been made on and as of the Closing.
(b) SECURITIES QUALIFICATION. Such offer and sale shall be exempt from
qualification or registration under applicable federal and state securities
laws.
(c) QUESTIONNAIRE. Each Investor shall have completed and returned to
the Company the Questionnaire delivered to the Investor herewith.
6. SURVIVAL OF WARRANTIES. The warranties, representations and covenants
of the Investor and the Noteholders contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing.
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7. SUCCESSORS AND ASSIGNS. Except as specifically provided otherwise
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
8. GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the Commonwealth of Pennsylvania.
9. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and by the different parties hereto on different counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
10. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
11. NOTICES. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or upon deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address indicated for such
party on the signature page hereof, or at such other address as such party may
designate by ten (10) days' advance written notice to the other parties.
12. EXPENSES. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.
13. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and
the observance of any such term may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of a majority of the shares of
Common Stock issued hereunder.
14. SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SEEC, Inc.
0000 Xxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attention: President
By:______________________________
President
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Xxxx Xxxxxxxxx
NOTEHOLDERS:
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Xxxxxxxx Xxxx
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Xxxxxxx Xxxxx
---------------------------------
Xxxx X. Xxxxxxx
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Xxxxx Xxxxxxx
---------------------------------
Xxxxx Xxxxx
GRA INVESTMENT
By:_________________________________
Title
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Xxxxxx Xxxxxxx
---------------------------------
Xxxxx Xxxxx
---------------------------------
Xxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx Xxxx
---------------------------------
Xxx Xxxxxxxxxxx
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Xxxx Xxxxx
---------------------------------
Xxx Xxxxxxxxx
PROVIDENCE INVESTMENT
MANAGEMENT GROUP
By:______________________________
Title
THE AMAR FOUNDATION
By:______________________________
Title
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SCHEDULE A
Interest on Number of Full Cash Settlement
Principal Amount Promissory Notes Shares of In Lieu of
Name of of Promissory through Common Stock Fractional
Noteholder Address Note(s) July 15, 1996 upon Conversion Shares
---------- ------- ------- ------------- --------------- ------
Xxxxxxxx Xxxx Mt. Lebanon, $76,541 $29,207.40 70,499 $0.03
Pennsylvania (7% Demand)
Xxxxxxx Xxxxx Loeminster, $25,000 --------
Massachusetts (7% Demand) I
+--- $19,318.22 46,212 $0.22
Xxxxxxx Xxxxx Loeminster, $25,000 I
Massachusetts (7% Demand) --------
Xxxxxxx Xxxxx Loeminster, $25,000 $6,999.65 21,333 $0.14
Massachusetts (10% Subordinated)
The Amar Foundation Palo Alto, $95,000 $33,878.55 85,919 $0.05
California (7% Demand)
Xxxx X. Xxxxxxx Pittsburgh, $50,565 $18,759.07 46,215 $1.25
Pennsylvania (7% Demand)
Xxxxx Xxxxxxx Danburry, $12,500 $5,333.50 11,889 0
Connecticut (10% Subordinated)
Xxxxx Xxxxx Winchester, $6,250 $2,666.50 5,944 $0.50
Massachusetts (10% Subordinated)
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Interest on Number of Full Cash Settlement
Principal Amount Promissory Notes Shares of In Lieu of
Name of of Promissory through Common Stock Fractional
Noteholder Address Note(s) July 15, 1996 upon Conversion Shares
---------- ------- ------- ------------- --------------- ------
GRA Investment Woburn, $12,500 $5,333.50 11,889 0
Massachusetts (10% Subordinated)
Xxxxxx Xxxxxxx Swampscott, $6,250 $2,659.55 5,939 $1.05
Massachusetts (10% Subordinated)
Xxxxx Xxxxx Los Angeles, $12,500 -------
California (10% Subordinated) I
+--$7,979.16 17,819 $0.66
Xxxxx Xxxxx Los Angeles, $6,250 I
California (10% Subordinated) -------
Xxxxx X. Xxxxxxxx Danvers, $12,500 $5,288.36 11,858 $1.36
Massachusetts (10% Subordinated)
Xxxxxxx Xxxx Sea Cliff, $6,250 $2,643.93 5,929 $0.43
New York (10% Subordinated)
Xxx Xxxxxxxxxxx Marblehead, $12,500 $5,288.36 11,858 $1.36
Massachusetts (10% Subordinated)
Xxxx Xxxxx Leominster, $6,250 $2,538.03 5,858 $1.03
Massachusetts (10% Subordinated)
Xxx Xxxxxxxxx Coconut Grove, $6,250 $2,569.28 5,879 $0.78
Florida (10% Subordinated)
Providence Investment New York, $100,000 $37,944.30 91,962 $1.29
Management Group New York (10% Subordinated)
TOTAL 457,002
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