Exhibit 10.30
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of the 1st day of January,
1997, by and among PSW Technologies, Inc., a Delaware corporation (the
"Company"), and Xxxxxxx X. Xxxxxx, a director of the Company (the "Investor").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Stock.
1.1 Sale and Issuance of Common Stock. Subject to the terms and conditions
of this Agreement, the Investor agrees to purchase at the Closing, and the
Company agrees to sell and issue to the Investor at the Closing, 13,000
shares of the Company's Common Stock for an aggregate purchase price of
$50,050.
1.2 Closing. The purchase and sale of the Common Stock shall take place at
the offices of the Company, 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000, at 10:00 A.M. on January 1, 1997, or at
such other time and place as the Company and the Investor mutually agree
upon orally or in writing (which time and place are designated as the
"Closing"). At the Closing the Company shall deliver to the Investor a
certificate representing the Common Stock that such Investor is purchasing
against payment of the purchase price therefor by check or wire transfer,
or any combination thereof.
2. Representations and Warranties of the Investor. The Investor hereby
represents and warrants that;
2.1 Authorization. The Investor has full power and authority to enter into
this Agreement, and this Agreement constitutes his valid and legally
binding obligation, enforceable in accordance with its terms.
2.2 Purchase Entirely for Own Account. This Agreement is made with the
Investor in reliance upon the Investor's representation to the Company,
which by the Investor's execution of this Agreement the Investor hereby
confirms, that the Common Stock to be received by the Investor (the
"Securities") will be acquired for investment for the Investor'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 has no present
intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, the Investor further
represents
that the Investor 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 Securities.
2.3 Disclosure of Information. The Investor believes he has received all
the information he considers necessary or appropriate for deciding whether
to purchase the Common Stock. The Investor further represents that he has
had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Common Stock and
the business, properties, prospects and financial condition of the
Company.
2.4 Investment Experience. The Investor is an investor in securities of
many companies, including companies in the development stage, and
acknowledges that he is able to fend for himself, can bear the economic
risk of his investment, and has such knowledge and experience in financial
or business matters that he is capable of evaluating the merits and risks
of the investment in the Common Stock.
2.5 Accredited Investor. The Investor is an "accredited investor" within
the meaning of Securities and Exchange Commission ("SEC") Rule 501 of
Regulation D, as presently in effect.
2.6 Restricted Securities. The Investor understands that the Securities he
is purchasing 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 represents that he is familiar with SEC Rule 144,
as presently in effect, and understands the resale limitations, including
the minimum holding periods, imposed thereby and by the Act.
2.7 Further Limitations on Disposition. Without in any way limiting the
representations set forth above, the Investor further agrees not to make
any disposition of all or any portion of the Securities unless and until
the transferee has agreed in writing for the benefit of the Company to be
bound by this Section 2, and:
(a) 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
(b)(i) The Investor 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
(ii) if reasonably requested by the Company, the Investor 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.
2.8 Legends. It is understood that the certificate evidencing the
Securities may bear one or all of the following legends:
(a) "These securities have not been registered under the Securities Act of
1933, as amended. 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."
(b) Any legend required by the laws of the States of Delaware or Texas.
3. Conditions of Company's Obligations at Closing. The obligations of the
Company to the Investor under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions
by the Investor:
3.1 Representations and Warranties. The representations and warranties of
the Investor contained in Section 2 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.
3.2 Payment of Purchase Price. The Investor shall have delivered the
purchase price specified in Section 1.2.
3.3 Qualifications. All authorizations, approvals, or permits, if any, of
any governmental authority or regulatory body of the United States or of
any state that are required in connection with the lawful issuance and
sale of the Securities pursuant to this Agreement shall be duly obtained
and effective as of the Closing.
4. Miscellaneous.
4.1 Survival of Warranties. The warranties, representations and covenants,
of the Investor contained in this Agreement shall survive the execution
and delivery of this Agreement and the Closing and shall in no
way be affected by any investigation of the subject matter thereof made by
or on behalf of the Company.
4.2 Successors and Assigns. Except as otherwise provided 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
(including transferees of any Securities). Nothing in this Ageement,
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.
4.3 Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Texas as applied to agreements among Texas
residents entered into and to be performed entirely within Texas.
4.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but both of which together shall
constitute one and the same instrument.
4.5 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.
4.6 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 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000, or at such other address as such party may designate by ten (10)
days' advance written notice to the other parties.
4.7 Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement 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
Investor.
4.8 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.
4.9 Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and neither
party shall be liable or bound to the other party in any manner by any
warranties, representations, or covenants with respect to the subject
matter hereof except as specifically set forth herein or therein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
PSW TECHNOLOGIES, INC.
By: /s/ W. Xxxxx Xxxx
------------------------------
W. Xxxxx Xxxx, President & CEO
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
----------------------------------
