CLASS A COMMON STOCK PURCHASE AGREEMENT
Exhibit 99.1
This Class A Common Stock Purchase Agreement (the “Agreement”) is entered into as of October
30, 2008 by and among INTEL CAPITAL CORPORATION, a Delaware corporation (“Intel”), and CISCO
SYSTEMS INTERNATIONAL B.V., a Private Company with Limited Liability formed under the laws of the
Netherlands (“CISCO B.V.”).
In consideration of the mutual promises, covenants and conditions hereinafter set forth, the
parties hereto agree as follows:
1. AGREEMENT TO PURCHASE AND SELL STOCK.
1.1. Agreement to Purchase and Sell. Subject to the terms and conditions hereof, on
the date hereof, Intel shall sell to CISCO B.V., and CISCO B.V. shall purchase from Intel, 500,000
shares (the “Shares”) of Class A Common Stock (“Class A Common Stock”), par value $0.01 per share,
of VMware, Inc., a Delaware corporation (“VMware”), at a price of $26.5188 per share for an
aggregate purchase price of $13,259,400. The purchase price for the Shares shall be paid by wire
transfer of immediately available funds to a designated account of Intel.
2. CLOSING; DELIVERY.
2.1. The Closing. The purchase and sale of the Shares hereunder shall take place
remotely simultaneously with the execution of this Agreement (the “Closing”).
2.2. Delivery. At the Closing, Intel will deliver to CISCO B.V. a letter of direction
to UBS Investment Bank (“UBS”), the nominee holder of the Shares, irrevocably directing UBS to
transfer the Shares to a securities account for the benefit of CISCO B.V., as designated by CISCO
B.V., in either case against payment of the full purchase price for the Shares by wire transfer.
3. REPRESENTATIONS AND WARRANTIES OF INTEL. Intel hereby represents and warrants to CISCO
B.V., as of the Closing, as follows:
3.1. Organization, Corporate Power. Intel is duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite corporate power and
authority to enter into this Agreement and to perform its obligations hereunder.
3.2. Authorization. All corporate action on the part of Intel necessary for the
authorization, execution and delivery of, and the performance of all obligations of Intel under,
this Agreement, and necessary for the consummation of the transaction contemplated hereby has been
taken. The execution, delivery and performance by Intel of this Agreement and the consummation of
the transaction contemplated hereby will not conflict with or constitute or result in, with or
without the passage of time or the giving of notice or both, either a violation, breach or default
by Intel of (i) any order of any government authority binding upon Intel or (ii) the certificate of
incorporation or bylaws of Intel. This Agreement constitutes (assuming due authorization, execution
and delivery by CISCO B.V.) a valid and binding obligation of Intel enforceable against Intel in
accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization
and similar laws affecting creditors’ rights generally and to general equitable principles.
3.3. Share Ownership; Good Title Conveyed. Intel is the beneficial owner of the
Shares. The stock certificates, stock powers, endorsements, assignments and other instruments to
be executed and delivered by Intel to CISCO B.V. at the Closing will be valid and binding
obligations of
Intel, enforceable in accordance with their respective terms, and will effectively vest in
CISCO B.V. beneficial ownership of all the Shares.
4. REPRESENTATIONS AND WARRANTIES OF CISCO B.V.. CISCO B.V. represents and warrants to
Intel, as of the Closing, as follows:
4.1 Organization, Corporate Power. CISCO B.V. is duly organized, validly existing and
in good standing under the laws of the Netherlands and has all requisite corporate power and
authority to enter into this Agreement and to perform its obligations hereunder.
4.2. Authorization. All corporate action on the part of CISCO B.V. necessary for the
authorization, execution and delivery of, and the performance of all obligations of CISCO B.V.
under, this Agreement, and necessary for the consummation of the transaction contemplated hereby
has been taken. The execution, delivery and performance by CISCO B.V. of this Agreement and the
consummation of the transaction contemplated hereby will not conflict with or constitute or result
in, with or without the passage of time or the giving of notice or both, either a violation, breach
or default by CISCO B.V. of (i) any order of any government authority binding upon CISCO B.V. or
(ii) the certificate of incorporation or bylaws of CISCO B.V. This Agreement constitutes (assuming
due authorization, execution and delivery by Intel) a valid and binding obligation of CISCO B.V.
enforceable against CISCO B.V. in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and
to general equitable principles.
4.3. Securities Act. (i) The Shares are being acquired for CISCO B.V.’s own
account and not with a view to any offering or distribution within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws, (ii) CISCO
B.V. has no present intention of selling or otherwise disposing of the Shares or any portion
thereof in violation of such laws, (iii) CISCO B.V. has sufficient knowledge and expertise in
financial and business matters so as to be capable of evaluating the merits and risks of
the Shares, (iv) CISCO B.V. understands that (a) the Shares have not been registered under the
Securities Act, (b) the Shares may not be sold or transferred in the absence of such registration
or an exemption from such registration and (c) the Shares involves a high degree of risk and CISCO
B.V. is capable of bearing the economic risks of the Shares, and (v) all material documents,
records and books pertaining to the Shares have, on request, been made available to it. CISCO B.V.
is the holder of approximately 6,000,000 shares of VMware’s Class A Common Stock, and has nominated
an individual who has been elected as a member of the Board of Directors of VMware. Accordingly,
CISCO B.V. has access to all information relating to VMware that CISCO B.V. believes is relevant to
CISCO B.V.’s decision to purchase the Shares.
5. MISCELLANEOUS.
5.1. Governing Law. This Agreement shall be governed by and construed in accordance
with the General Corporation Law of the State of Delaware as to matters within the scope thereof,
and as to all other matters shall be governed and construed in accordance with the internal laws of
the State of Delaware without regard to principles of conflicts of laws.
5.2 Finder’s Fees. Each party represents and warrants to the other party hereto that
it has retained no finder or broker in connection with the transactions contemplated by this
Agreement.
5.3 Legal Fees. Each party hereto shall pay its own legal expenses in connection with
the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year herein
above first written.
INTEL CAPITAL CORPORATION
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CISCO SYSTEMS INTERNATIONAL B.V. | |||||
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Xxxxx Xxxxx, Xxxxxxxxxx 00000
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Amsterdam, The Netherlands | |||||
/s/ Xxxxxx Xxxxxxx
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/s/ Ulrika Carlsson
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Signature
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Signature | |||||
Xxxxxx Xxxxxxx
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Ulrika Carlsson
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Printed Name
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Printed Name | |||||
President, Intel Capital Corporation |
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EVP, Intel Corporation
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Managing Director
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Title
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Title |
