EXHIBIT 99.15
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") dated as of February
21, 2001, is entered into by and between Xxxx X. XxXxxx, an individual residing
in Austin, Texas (the "Purchaser"), and Xxxx X. Xxxxxx ("Seller").
1. Purchase and Sale of Shares. Upon the basis of the representations and
warranties and subject to the terms and conditions set forth herein, the Seller
agrees to sell an aggregate of 1,600,000 shares of common stock of Netpliance,
Inc. (the "Company"), par value $.01 per share (the "Common Stock") held by him
(the "Shares") to the Purchaser on the Closing Date (as hereinafter defined) in
exchange for $0.3125 per Share, or a total of $500,000 (the "Purchase Price"),
and upon the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, the Purchaser agrees to purchase the
Shares from the Seller on the Closing Date at the Purchase Price. The Purchase
Price shall be payable in immediately available funds to an account specified by
the Seller .
2. Closing. The closing of the purchase and sale of the Shares shall take
place as soon as practicable at the offices of Company, or on such other date or
at such other time or place as the Seller and the Purchaser may agree upon (such
time and date of the closing being referred to herein as the "Closing Date").
Upon payment of the Purchase Price in full, the Seller will deliver to the
Purchaser a certificate or certificates representing the Shares, in such
denominations and registered in such nominee names as the Purchaser shall
request.
3. Representations and Warranties of the Seller. The Seller represents
and warrants, as of the date hereof and as of the Closing Date, as follows:
(a) The Seller has good and marketable title to the Shares, free and
clear of all liens, claims, security interests and encumbrances of any nature.
Upon delivery hereunder by the Seller to the Purchaser of the certificates
evidencing the Shares and upon payment by the Purchaser to the Seller of the
Purchase Price therefor, the Purchaser will acquire good and marketable to the
Shares, free and clear of all liens, claims, security interests and encumbrances
of any nature (except those created by the Purchaser).
(b) The sale of the Shares hereunder will not, with or without the
giving of notice or the lapse of time, or both, (a) to the Seller's knowledge,
violate any provision of law, statute, rule or regulation to which the Seller is
subject, (b) violate any order, judgment or decree applicable to the Seller, or
(c) conflict with, or result in a breach or default under, any term or condition
of any agreement or other instrument to which the Seller is a party or by which
the Seller is bound.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants that:
(a) The Purchaser understands that the sale of the Shares hereunder has
not been registered under the Securities Act of 1933, as amended (the "Act"),
based on the exemption from registration provided by Section 4(1) of the Act,
and that the Seller's reliance on such exemption depends in part on the
Purchaser's representations and warranties in this Agreement.
(b) The Purchaser is purchasing the Shares for investment for his own
account and not with a view to the distribution thereof except in compliance
with the Act and applicable state securities laws; provided, that the Purchaser
may at any time sell or otherwise dispose of all or any part of the Shares by
registration under the Act and applicable state securities laws or pursuant to
an exemption from such registration available thereunder. The Purchaser will
not sell or otherwise transfer any interest in the Shares except in compliance
with the registration requirements, or an exemption therefrom, of the Act and
applicable state securities laws.
(c) The Purchaser is an "accredited investor," as such term is defined in
Rule 501(a) under the Act, who by reason of his business and financial
experience has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of an investment in the
Shares. The Purchaser has had the opportunity to ask questions of, and receive
answers from, the Company and its officers and agents and has received all
information concerning the Company that he has reasonably requested in
connection with his purchase of the Shares.
(d) The purchase of the Shares hereunder will not, with or without the
giving of notice or the lapse of time, or both, (a) to the Purchaser's
knowledge, violate any provision of law, statute, rule or regulation to which
the Purchaser is subject, (b) violate any order, judgment or decree applicable
to the Purchaser, or (c) conflict with, or result in a breach or default under,
any term or condition of any agreement or other instrument to which the
Purchaser is a party or by which he is bound.
(e) The Purchaser understands that the Shares constitute "restricted
securities" within the meaning of Rule 144 under the Act and may not be sold,
pledged or otherwise disposed of unless they are subsequently registered under
the Act and applicable state securities laws or unless an exemption from
registration is available.
(f) The Purchaser understands that no federal or state or other
governmental agency has passed upon or made any recommendation or endorsement
with respect to the Shares.
(g) The Purchaser understands that any certificates evidencing the Shares
will bear substantially the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION."
5. Conditions to Closing. The obligations of each party hereunder shall
be subject to the accuracy of the representations and warranties of the other
party hereto as of the date hereof and as of the Closing Date, as if such
representations and warranties had been made on and as of such date, and the
performance by the other party of its obligations hereunder.
6. Survival of Representations and Warranties. The respective agreements,
representations, warranties and other statements made by or on behalf of each
party hereto pursuant to this Agreement shall remain in full force and effect,
regardless of any investigation made by or on behalf of any party, and shall
survive delivery of any payment for the Shares.
7. Miscellaneous.
(a) This Agreement may be executed in one or more counterparts, and such
counterparts shall constitute but one and the same agreement.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, and no other person shall have
any right or obligation hereunder. This Agreement shall not be assignable by
any party hereto without the prior written consent of the other party hereto.
Any assignment contrary to the terms hereof shall be null and void and of no
force or effect.
(c) This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes any prior agreements or
understandings, whether written or oral, between the parties respecting such
subject matter.
8. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
TEXAS.
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IN WITNESSES WHEREOF, the parties have entered into this Agreement as of
the date first set forth above.
SELLER:
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Xxxx X. Xxxxxx
PURCHASER:
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Xxxx X. XxXxxx
Agreed and acknowledged this 21st day of February, 2001:
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Xxxxxx Xxxxxx
