Exhibit 10.18
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (THE "AGREEMENT") is made
as of the 16 day of June, 1995, by and between TERAYON CORPORATION, a
California corporation (the "Corporation"), and XXXXX XXXXXXX, an individual
("Purchaser").
WITNESSETH:
WHEREAS, the Corporation desires to issue and sell, and the Purchaser
desires to purchase, Series A Preferred Stock of the Corporation as herein
described, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, IT IS AGREED between the parties as follows:
1. Purchaser hereby agrees to purchase from the Corporation and the
Corporation agrees to sell to the Purchaser Fifty Thousand (50,000) shares of
the Corporation's Series A Preferred Stock (the "Stock") at $0.9545 per share
for an aggregate purchase price of Forty-Seven Thousand Seven Hundred and
Twenty-Five Dollars ($47,725.00) (the "Purchase Price"). Payment of the
Purchase Price shall be made by delivery to the Company of a Promissory Note
(the "Promissory Note"), substantially in the form of Exhibit A attached hereto,
secured by a Pledge Agreement (the "Pledge Agreement") substantially in the form
of Exhibit B attached hereto.
2. Purchaser acknowledges that he is aware that the Stock to be issued to
him by the Corporation pursuant to this Agreement has not been registered under
the Securities Act of 1933, as amended (the "Act"), and that the Stock is deemed
to constitute "restricted securities" under Rule 144 promulgated under the Act.
In this connection, Purchaser warrants and represents to the Corporation that
Purchaser is purchasing the Stock for Purchaser's own account and Purchaser has
no present intention of distributing or selling said stock except as permitted
under the Act and applicable state blue sky laws. Purchaser further warrants
and represents that Purchaser has either (i) preexisting personal or business
relationships with the Corporation or any of its officers, directors or
controlling persons, or (ii) the capacity to protect his own interests in
connection with the purchase of the Stock by virtue of the business or financial
expertise of any professional advisors to the Purchaser who are unaffiliated
with and who are not compensated by the Corporation or any of its affiliates,
directly or indirectly. Purchaser further acknowledges that the exemption from
registration under Rule 144 will not be available for at least three years from
the date of sale of the Stock unless after at least two years from the date of
sale (i) a public trading market then exists for the Series A Preferred Stock
(or the Common Stock into which the Series A Preferred Stock is convertible) of
the Corporation, (ii) adequate information concerning the Corporation is then
available to the public, and (iii) other terms and conditions of Rule 144 are
complied with; and that any sale of the Stock may be made only in limited
amounts in accordance with such terms and conditions.
1.
3. All certificates representing any shares of Stock subject to the
provisions of this Agreement shall have endorsed thereon the following legends:
(a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY
MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION THEREFROM IS
AVAILABLE.
(b) Any legend required to be placed thereon by the Corporation's
Bylaws.
(c) Any legend required to be placed thereon by appropriate Blue Sky
officials.
4. Subject to the provisions of the Promissory Note and the Pledge
Agreement, Purchaser shall, during the term of this Agreement, exercise all
rights and privileges of a shareholder of the Corporation with respect to the
Stock deposited in said escrow.
5. Purchaser hereby agrees that, if so requested by the Corporation,
Purchaser shall not sell or otherwise transfer (other than to donees who agree
to be similarly bound) any of the Stock or other securities of the Corporation
during the one hundred eighty (180) day period following the effective date of a
registration statement of the Corporation filed under the Act; provided that
such restriction shall only apply to the first two registration statements of
the Corporation to become effective which include securities to be sold on
behalf of the Corporation to the public in an underwritten offering; and
provided, further, that all officers and directors of the Corporation enter into
similar agreements.
In order to enforce the foregoing covenant, the Corporation may impose
stop-transfer instructions with respect to the Stock (or Common Stock issued
upon conversion of the Stock) held by Purchaser until the end of such period.
6. The parties agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement.
7. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or delivery by
express courier, or four days after deposit in the United States Post Office, by
registered or certified mail with postage and fees prepaid, addressed to the
other party hereto at its address hereinafter shown below its signature or at
such other address as such party may designate by ten days' advance written
notice to the other party hereto.
8. This Agreement shall be governed by the laws of the State of
California and interpreted and determined in accordance with the laws of the
State of California, as such laws are applied by California courts to contracts
made and to be performed entirely in California by residents of that state.
2.
9. This Agreement shall inure to the benefit of the successors and assigns
of the Corporation and, subject to the restrictions on transfer herein set
forth, shall be binding upon the Purchaser, his heirs, executors,
administrators, successors and assigns.
10. This Agreement, together with the Exhibits hereto, constitutes the
entire, final and exclusive statement of the agreement of the parties with
respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
PURCHASER: TERAYON CORPORATION:
________________________________ By __________________________________
XXXXX XXXXXXX Xxxx Xxxxx
Chief Executive Officer
Address: Address:
G&L Investments 000 Xxxxxxxx Xxxxxx
000 Xxxxxx Xxxxxxxxx Xxxxx 000
Xxxx Xxxxxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
Exhibit A Promissory Note
Exhibit B Stock Pledge Agreement
Exhibit B-1 Escrow Agreement
Exhibit B-2 Assignment Separate From Certificate
3.
