1、StockPurchaseAgreement股票购买合同117docStock Purchase Agreement股票购买合同 - THIS STOCK PURCHASE AGREEMENT (the Agreement ) is made as of _,_,_(M/D/Y), by and between AAA, INC., a _(Address) corporation, (the Company ), BBB LLC ( W ) and CCC, a _(Address) corporation ( Purchaser ). WHEREAS, the Company desire
2、s to issue, and Purchaser desires to acquire, stock of the Company as herein described, on the terms and conditions hereinafter set forth; WHEREAS, the issuance hereunder is intended to comply with the provisions of Rule 506 promulgated by the Securities and Exchange Commission under the Securities
3、Act of 1933, as amended (the Act ). NOW, THEREFORE, IT IS AGREED between the parties as follows: 1. PURCHASE AND SALE OF STOCK. Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser the lesser of 1,250,000 shares of the Companys Common Stock or that
4、 number of shares of the Companys Common Stock having an aggregate purchase price of $ _ million (the Stock ) following the effectiveness of a registration statement under the Act relating to the Companys initial public offering (the Initial Public Offering ) at a per share price equal to the per sh
5、are price to the public in the Initial Public Offering; provided, however, the Company agrees not to enter into any agreement with another party to sell shares of capital stock of the Company upon more favorable terms than contained herein (excluding all securities of the Company outstanding on the
6、date hereof or proposed to be issued pursuant to the Agreement and Plan of Merger by and between BBB, a California corporation, and the Company, including outstanding options, options reserved to be issued pursuant to the Companys 1998 Equity Incentive Plan, warrants and other convertible securities
7、) in a private placement transaction under the Securities Act of 1933, as amended, prior to the effectiveness of the Companys Initial Public Offering (a New Transaction ). If the Company shall enter into such a New Transaction, the Company shall sell the Stock to the Purchaser at the price proposed
8、in such New Transaction. The closing hereunder (the Closing ), including payment for and delivery of the Stock shall occur at the offices of Cooley Godward LLP, counsel to the Company ( Company Counsel ), 3000 Sand Hill Road, Building Three, Suite 230, Menlo Park, CA 94025, concurrently with the clo
9、sing of the Initial Public Offering, or at such other time and place as the parties may mutually agree. 2. OPTION. If the Initial Public Offering does not occur by _,_,_(M/D/Y), the Purchaser shall have the option to purchase $14.5 million worth of Series E Preferred Stock of BBB, the California cor
10、poration, at $ _ per share (the Option ). Such Option shall expire on _,_,_(M/D/Y). If the Initial Public Offering does not occur and the Purchaser elects to exercise such Option, Purchaser shall enter into a Series E Preferred Stock Purchase Agreement with BBB, the form of which will be the same as
11、 the Series E Preferred Stock Purchase Agreement dated _,_,_(M/D/Y) between BBB and its Series E Preferred Stock holders with such changes as are reasonably requested by Purchaser. 3. LIMITATIONS ON TRANSFER. Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose of any inter
12、est in the Stock except in compliance with the provisions herein and applicable securities laws. The Company and its transfer agent shall not be required (a) to transfer on its books any shares of Stock of the Company, which shall have been transferred in violation of any of the provisions set forth
13、 in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. 4. PURCHASER REPRESENTATIONS. In connection with the purchase of the Stock, Purchaser represents to the Co
14、mpany the following: (a) Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on Purchasers part required for the lawful execution and delivery of this Agreement has been or will be ef
15、fectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms. (b) Purchaser acknowledges receipt of the Registration Statement (defined under Section 5(i) hereof). Purchaser is purc
16、hasing the Stock, if any, for investment for Purchasers own account only and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Act. (c) Purchaser understands that the Stock, if any, has not been registered under the Act by reason of a specific e
17、xemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchasers investment intent as expressed herein. (d) Purchaser further acknowledges and understands that the Stock must be held indefinitely unless it is subsequently registered under the Act or an exempti
18、on from such registration is available. Purchaser understands that the certificate evidencing the Stock will be imprinted with a legend which prohibits its transfer unless it is registered or such registration is not required in the opinion of counsel for the Company. (e) Purchaser is familiar with
19、the provisions of Rule 144, under the Act, as in effect from time to time, which, in substance, permits limited public resale of restricted securities acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction
20、 of certain conditions including, among other things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after the Purchaser has purchased, and made full payment of (within the meaning of Rule 144),
21、the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirem
22、ents of Rule 144, and that, in such event, Purchaser would be precluded from selling the Stock under Rule 144 even if the minimum holding period requirement had been satisfied. (g) Purchaser is a qualified institutional buyer as that term is defined in Rule 144A under the Act. 5. COMPANY REPRESENTAT
23、IONS. The Company and W hereby jointly and severally represent and warrant to the Purchaser as follows: (a) AUTHORIZATION. All corporate or limited liability company action on the part of the Company and W, their officers, members, directors and stockholders necessary for the authorization, executio
24、n and delivery of this Agreement have been taken. The Company and W have the requisite corporate power to enter into this Agreement and carry out and perform their obligations under this Agreement. At the Closing, the Company will have the requisite corporate power to sell the shares of the Stock to
25、 be sold at such Closing. This Agreement has been duly authorized, executed and delivered by the Company and W and, upon due execution and delivery by Purchaser, this Agreement will be a valid and binding agreement of the Company and W, except as enforceability may be limited by bankruptcy, insolven
26、cy, reorganization, moratorium or similar laws affecting creditors rights generally or by equitable principles. (b) NO CONFLICT WITH OTHER INSTRUMENTS. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a default under, w
27、ith or without the passage of time or the giving of notice (a) any provision of the Companys or Ws charter documents as either shall be in effect, (b) any provision of any judgment, decree or order to which the Company or W is a party or by which they are bound, (c) any material contract, obligation
28、 or commitment to which the Company or W is a party or by which either is bound or (d) to the Companys or Ws knowledge, any statute, rule or governmental regulation applicable to the Company or W. (c) ORGANIZATION AND GOOD STANDING. W is a limited liability corporation duly organized, validly existi
29、ng and in good standing under the laws of the State of _(Address) and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. W is duly qualified to transact business and is in good standing in each jurisdiction in which the failure
30、to so qualify would have a material adverse effect on its business or properties. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of _(Address) and has all requisite corporate power and authority to carry on its business as now conducted
31、 and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties. (d) CAPITALIZATION. (i) As of the Closing, the authorized capital s
32、tock of the Company shall conform as to legal matters to the description thereof contained in the Registration Statement. (ii) The shares of Common Stock outstanding prior to the issuance of the shares to be sold by the Company in the Initial Public Offering have been duly authorized and are validly issued, fully paid and non-assessable. Except as set forth in the Registration Statement, the Company does not h
