EXHIBIT 10.26
STOCK PURCHASE AGREEMENT
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THIS AGREEMENT, is made and entered into this 12th day of December,
2001, by and between Highgate Ventures I, L.P., formerly iGate Ventures I, L.P.
(hereinafter referred to as "Seller"), and Xxxxx Xxxxxxx and Xxxxx Xxxxxxxx,
each an individual (each hereinafter referred to individually as "Buyer" and
collectively as "Buyers").
WITNESSETH
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WHEREAS, Seller holds 1,136,253 shares of common stock of VCampus
Corporation (the "Corporation"), par value $.01 per share (the "Common Stock");
and
WHEREAS, Seller desires to sell Seller's shares of Common Stock (the
"Securities") and each Buyer desires to purchase the Securities upon the terms
and conditions hereinafter set forth and in the amounts set forth opposite such
Buyer's name on Schedule 1 attached hereto.
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NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Sale of Securities. Subject to the terms and conditions contained herein,
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Seller agrees to sell to each Buyer, and each Buyer severally (and not jointly)
agrees to purchase from Seller the number of Securities set forth opposite such
Buyer's name on Schedule 1 attached hereto.
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2. Transfer. Seller shall deliver to each Buyer good and sufficient
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certificates for the number of shares of Common Stock to be purchased by such
Buyer, duly assigned in blank, with any required transfer stamps or taxes paid
and affixed thereto. Seller shall execute a stock power in favor of each Buyer
in the form attached hereto as Exhibit A in respect of the shares of Common
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Stock to be so transferred to such Buyer. Seller shall do all other things
necessary to cause the entire right, title and interest in and to the Securities
to be transferred of record to each Buyer as applicable, free and clear of any
claim, suit, proceedings, call, commitment, voting trust, proxy, restriction,
limitation, security interest, pledge or lien or encumbrance of any kind or
nature whatsoever as of the date hereof.
3. Assignment of Registration Rights. Seller hereby assigns to each Buyer all
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of Seller's rights under that certain Registration Rights Agreement dated as of
January 11, 2000 with respect to the Securities being transferred and assigned
hereunder to such Buyer.
4. Purchase Price. Each Buyer shall pay to Seller the aggregate purchase price
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of One hundred Thirteen Thousand, Six Hundred Twenty Five Dollars ($113,625)
(the "Purchase Price"), which Purchase Price represents the agreed upon value of
the Securities to be transferred to such Buyer.
5. Conditions to Closing. The purchase and sale of the Securities contemplated
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by this Agreement shall be consummated only in the event the conditions to
closing set forth herein have been satisfied (the "Closing"). The Closing shall
take place at the offices of Xxxxxxxx
Ingersoll, One Oxford Centre, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, XX 00000
or at such other place mutually agreed upon by the parties. Each and every
obligation of Seller and the Buyers hereunder is subject to the satisfaction or
written waiver on or before the date of Closing of the following express
conditions precedent to closing:
a. Each Buyer shall have delivered to the Seller the Purchase Price;
and
b. Seller shall have delivered to each Buyer the certificate and the
stock power described in Section 2 hereof.
6. Representations and Warranties of Seller. Seller represents and warrants to
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the Corporation as follows:
a. Seller now owns and holds, beneficially and of record, the entire
right, title and interest in and to the Securities, free and
clear of any claim, suit, proceedings, call, commitment, voting
trust, proxy, restriction, limitation, security interest, pledge
or lien or encumbrance of any kind or nature whatsoever (other
than restrictions contained in that certain Stock Purchase
Agreement dated as of January 11, 2000), and has full power and
authority to transfer and dispose of the same hereunder to the
Buyers.
b. Seller has full power and legal capacity to execute, deliver and
carry out the terms and provisions of this Agreement and to
consummate the transaction contemplated hereby.
7. Survival of Representations and Warranties. All representations and
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warranties of seller contained herein shall survive the consummation of the
transaction provided for hereunder.
8. Instruments of Further Assurance. Each of the parties hereto agrees, upon
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the request of the other party hereto, from time to time to execute and deliver
to the other party all such instruments and documents of further assurance or
otherwise as shall be reasonable under the circumstances, and to do any and all
such acts and things as may reasonably be required to carry out the obligations
of such requested party hereunder and to consummate the transactions provided
for herein.
9. Headings. The headings of the various sections of this Agreement are
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intended solely for convenience of reference and shall not be deemed or
construed to explain, modify or place any construction upon the provisions
hereof.
10. Binding Effect. This Agreement shall inure to the benefit of and shall be
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binding upon the parties hereto, their heirs, personal representatives,
successors and assigns, and no modification hereof shall be binding or
enforceable unless in writing and signed by the parties.
11. Entire Agreement. This instrument contains the entire Agreement of the
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parties and there are no promises or understandings, not herein expressed, made
as an inducement to the execution of the Agreement or otherwise.
12. Governing Law. The validity, enforceability and interpretation of any of
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the clauses of this Agreement shall be determined and governed by the laws of
the Commonwealth of Pennsylvania without regard to its conflicts of laws
provisions.
13. Severability. Each section of this Agreement shall be construed severable,
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and if for any reason any section herein is determined to be invalid under
current or future law, such invalidity shall not impair the operation of or
otherwise effect the valid portions of this Agreement.
14. Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall be deemed to be an original but all of which together shall
constitute one and the same document.
[The Remainder Of This Page Has Been Intentionally Left Blank]
IN WITNESS WHEREOF, Seller has caused this Agreement to be executed by
its duly authorized officer and Buyers have executed this Agreement as of the
day and date first above written.
Highgate Ventures I, L.P.
By:_________________________________________
General Partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
____________________________________________
Xxxxx Xxxxxxx
____________________________________________
Xxxxx Xxxxxxxx
[Signature Page To Stock Transfer Agreement]
Exhibit A
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STOCK POWER
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells,
assigns and transfers unto Xxxxx Xxxxxxx (the "Transferee"), Five Hundred Sixty
Eight Thousand, One Hundred Twenty Seven (568,127) shares of common stock of
VCampus Corporation (the "Corporation"), standing in the Transferor's name on
the books of the Corporation represented by Certificate Number 2460 herewith,
and does hereby irrevocably constitute and appoint Xxxxxx Xxxxxxxxx as attorney
to transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: December 12, 2001 Highgate Ventures I, L.P.
By:_______________________________________
________________________________, General Partner
Exhibit A
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STOCK POWER
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells,
assigns and transfers unto Xxxxx Xxxxxxxx (the "Transferee"), Five Hundred Sixty
Eight Thousand, One Hundred Twenty Six (568,126) shares of common stock of
VCampus Corporation (the "Corporation"), standing in the Transferor's name on
the books of the Corporation represented by Certificate Number 2460 herewith,
and does hereby irrevocably constitute and appoint Xxxxxx Xxxxxxxxx as attorney
to transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: December 12, 2001 Highgate Ventures I, L.P.
By:_______________________________________
________________________________, General Partner
Schedule 1
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Common Stock
Xxxxx Xxxxxxx 568,127
Xxxxx Xxxxxxxx 568,126
