Exhibit 99.4 Share Purchase Agreement
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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (the "Agreement") dated as of June 5, 1998, by and
between 3D OPEN MOTION, LLC, a Delaware limited liability company, having its
principal place of business at The Mill, 00 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx,
XX 00000 (the "Company"), and Spacetec IMC Corporation, a Massachusetts
corporation, having its principal place of business at The Boott Xxxxx, 100 Foot
of Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("SIMC").
RECITALS
WHEREAS, the Company is the owner of 291,667 shares (the "Shares") of
common stock, $.01 par value (the "Common Stock"), of SIMC. The Company desires
to sell, and SIMC desires to purchase, the Shares on the terms and conditions
contained herein, for a purchase price of $2.40 per share.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and conditions set forth
in this Agreement, the parties agree as follows:
1. SALE OF SHARES. Subject to the terms and conditions of this Agreement, the
Company agrees to sell, transfer and assign to SIMC and, subject to and in
reliance upon the representations, terms and conditions of this Agreement, SIMC
agrees to purchase, the Shares for the purchase price of $2.40 per Share and for
an aggregate amount equal to $700,000.80 (the "PURCHASE PRICE").
2. CLOSING. The closing of the purchase and sale of the Shares under this
Agreement (the "Closing") shall be held at the offices of Xxxxx, Xxxxxxx &
Xxxxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 on June __, 1998, or at such
other time and place to which the Company and SIMC may mutually agree. At the
Closing, and upon execution and delivery of this Agreement, the Company will
cause to be delivered to SIMC a certificate or certificates representing the
Shares to be purchased by SIMC from the Company, accompanied by duly executed
stock powers evidencing the transfer of the Shares to SIMC. At the Closing, SIMC
will deliver a check to the Company in an amount equal to the Purchase Price.
3. REPRESENTATIONS OF THE COMPANY. In connection with the sale of the Shares
hereunder to SIMC, the Company represents, warrants and agrees as follows:
(a) Ownership of Stock. The Company is the sole record and beneficial
owner of, and has good, valid and marketable title to, the Shares to be sold by
such Company to SIMC hereunder, free and clear of any and all liens, security
interests, pledges,
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encumbrances, claims, equities, defects in title, rights and other restrictions
of any nature on transfer or voting held by any third party (collectively
"Encumbrances"). The Company has full right, power, capacity and authority to
sell, transfer and deliver the Shares hereunder. The performance by the Company
of his obligations hereunder will be effective to transfer good, valid and
marketable title to the Shares to be sold by the Company hereunder, free and
clear of any and all Encumbrances, other than those that may be imposed under
federal or state securities laws. There are no agreements affecting the Shares
or agreements or other restrictions preventing or impairing the Company from
performing his obligations under this Agreement. The consummation of the
transactions herein contemplated will not result in a breach or default of the
terms and provisions of the Operating Agreement or Certificate of Formation of
the Company or any stock pledge, guaranty, loan or other agreement to which the
Company is a party, or of any order, rule or regulation of any court, regulation
body or administrative agency applicable to the Company.
(b) Enforceability of Agreement. This Agreement has been duly executed
and delivered by the Company and is a legal, valid and binding agreement of the
Company enforceable against it in accordance with its terms. All consents,
approvals, orders, or authorizations of, or registrations, qualifications,
designations or filings with any federal or state governmental authority on the
part of the Company required in connection with the consummation of the
transactions contemplated herein shall have been obtained prior to and shall be
effective as of the Closing.
4. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
will be deemed an original but all of which will be deemed one instrument.
5. EXPENSES AND TAXES. The Company shall pay any and all stamp and other taxes
payable or determined to be payable in connection with the execution, delivery
and performance of this Agreement, and other instruments and documents to be
delivered hereunder and agrees to save SIMC harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and filing fees.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in this Agreement shall survive the execution and delivery of
this Agreement.
7. PRIOR AGREEMENTS. This Agreement constitutes the entire agreement between
the parties with respect to the sale of the Shares, and supersedes any prior
understandings or agreements, whether oral or written, concerning the subject
matter hereof.
8. SEVERABILITY.
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provision.
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9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts.
10. HEADINGS. Article, Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of the Agreement for any other purpose.
11. SEC FILINGS. SIMC and the Company shall be obligated to file, and shall
file on a prompt and expeditious basis, all reports, forms and other filings
required to be filed with the Securities and Exchange Commission without
limitation, reports of changes in beneficial ownership on Form 4 or Schedule 13D
or 13G.
12. CHANGES. The terms and provisions of this Agreement may not be modified or
amended, or any of the provisions hereof waived, except pursuant to the written
consent of the parties.
13. FURTHER ASSURANCES AND COOPERATION. Each party shall execute and deliver
such instruments and take such other actions as the other party may reasonably
require in order to carry out the intent of this Agreement and shall cause his
or its authorized representatives to cooperate fully with the other party.
14. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the benefit
of the Company, SIMC and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
3D OPEN MOTION, LLC
By: /s/ Xxxxxx X. Gain
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Name: Xxxxxx X. Gain
Title: President
SPACETEC IMC CORPORATION
By: /s/ C. Xxxxxxx Xxxxxx
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Name: C. Xxxxxxx Xxxxxx
Title: President & Chief Operating Officer
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