Viagrafix Corp Sample Contracts

Viagrafix Corp – UNDERWRITING AGREEMENT (February 27th, 1998)

1 [PROOF DATED 2/25/98] EXHIBIT 1.1 2,200,000 Shares ViaGrafix Corporation Common Stock UNDERWRITING AGREEMENT ______, 1998 Southwest Securities, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 As Representative of the several Underwriters named on Schedule I attached hereto. Ladies and Gentlemen: ViaGrafix Corporation, an Oklahoma corporation (the "Company"), proposes to sell to you and the other underwriters named on Schedule I to this Agreement (the "Underwriters"), for whom you are acting as Representative, an aggregate of 1,750,000 shares (the "Company Shares") of the Company's Common Stock, $0.01 par value (the "Common Stock"). Mi

Viagrafix Corp – SELLING SHAREHOLDERS' POWER OF ATTORNEY (February 27th, 1998)

1 EXHIBIT 1.3 VIAGRAFIX CORPORATION SHARES OF COMMON STOCK (PAR VALUE $.01 PER SHARE) SELLING SHAREHOLDERS' POWER OF ATTORNEY This Power of Attorney is executed in connection with a proposed underwritten offering to the public (the "Offering") by ViaGrafix Corporation, an Oklahoma corporation (the "Company"), and the undersigned (the "Selling Shareholders"), through a group of Underwriters (the "Underwriters"), to be represented by Southwest Securities, Inc. (the "Representative"). It is presently contemplated that the Company and the Selling Shareholders will sell to the Underwriters shares of Common stock, par value $.01 per share, of the Company (the "Common Stock"). The undersigned, as the Selling Shareholders, will include in the Offering and sell up to an aggregate of 780,000 shares of C

Viagrafix Corp – 1995 STOCK EXCHANGE AGREEMENT (February 27th, 1998)

1 EXHIBIT 10.13 1995 STOCK EXCHANGE AGREEMENT BETWEEN GEOCAPITAL III, L.P. AND ROBERT WEBSTER THIS AGREEMENT FOR EXCHANGE OF STOCK, made and entered into at Pryor, Oklahoma, effective this 15th day of August, 1995, by and between GEOCAPITAL III, L.P. (Geocapital) first party, and GEOCAPITAL III, L.P. and ROBERT WEBSTER, (Webster) second party; WITNESSETH: 1. STOCK TO BE EXCHANGED. 1.1 Geocapital Stock: Geocapital represents that it is the holder and owner of ONE MILLION SEVEN HUNDRED TEN THOUSAND SHARES (1,710,000) shares of Series A Convertible Preferred Stock of VIAGRAFIX CORPORATION, an Oklahoma corporation, issued on August 16, 1994, which are free and clear of any liens, security interests or encumbrances, of which EI

Viagrafix Corp – CUSTODY AGREEMENT (February 27th, 1998)

1 EXHIBIT 2.1 CUSTODY AGREEMENT This CUSTODY AGREEMENT (this "Agreement") is made and entered into as of February 26, 1998 by and among Chase Bank of Texas, N.A. ("Custodian"), ViaGrafix Corporation (the "Company"), Southwest Securities, Inc. ("Southwest"), UMB Bank, n.a. ("Transfer Agent"), Michael A. Webster, Robert E. Webster (Michael A. Webster and Robert E. Webster together, the "Management Selling Shareholders"), and Geocapital III, L.P. ("Geocapital," and together with the Management Selling Shareholders, the "Selling Shareholders"). WHEREAS, the Company has filed its Registration Statement on Form S-1 (No. 333-42633) (as heretofore or hereafter amended, the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), relating to an underwritten public offering of up to 2,530,000 share

Viagrafix Corp – CONTRACT FOR SALE AND PURCHASE OF CAPITAL STOCK (February 9th, 1998)

1 EXHIBIT 10.12 CONTRACT FOR SALE AND PURCHASE OF CAPITAL STOCK THIS CONTRACT is entered into by and between BRUCE M. TAYLOR (referred to in this Contract as "Seller"), and ROBERT WEBSTER (referred to in this Contract as "Purchaser"). WHEREAS, Seller is the owner of ONE THOUSAND TWO HUNDRED FIFTY (1,250) shares of the capital stock of AMERICAN SMALL BUSINESS COMPUTER'S, INC., which operates a business located at One American Way, Pryor, Oklahoma (hereinafter referred to as "Corporation"); WHEREAS, Purchaser is the owner of ONE THOUSAND TWO HUNDRED FIFTY (1,250) shares of the capital stock of AMERICAN SMALL BUSINESS COMPUTER'S, INC., which operates a business located at One American Way, Pryor, Oklahoma (hereinafter referred to as "Corporation"); WHEREAS, Seller desires to sell said shares and Purchaser desires to purchase said shares; NOW, THEREFORE, in consideration

Viagrafix Corp – REGISTRATION RIGHTS AGREEMENT (February 9th, 1998)

1 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT Agreement made as of this 16th day of August, 1994 by and among ViaGrafix Corporation, an Oklahoma corporation (the "Company"), the persons or entities listed on Schedule A attached hereto (individually, an "Investor", and collectively, the "Investors") and the Founders (as hereinafter defined). 1. CERTAIN DEFINITIONS Section 1. As used in this Agreement, the following terms shall have the following meanings: 1.1. Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act and the Exchange Act. 1.2. Common Stock means (a) the Company's Common Stock, as authorized on the date of this Agreement, (b) any other capital stock of any class or classes (however designated) of the Company, authorized on or after the

Viagrafix Corp – PURCHASE AGREEMENT (February 9th, 1998)

1 EXHIBIT 10.1 VIAGRAFIX CORPORATION ---------------- SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT August 16, 1994 ---------------- 2 SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT INDEX Page ---- Section 1. PURCHASE, SALE AND TERMS OF PURCHASED SHARES . . . . 1 1.1 The Purchased Shares. . . . . . . . . . . . . 1

Viagrafix Corp – DEVELOPMENT AND LICENSING AGREEMENT (February 9th, 1998)

1 EXHIBIT 10.7 "Street Technologies Inc." & ViaGrafix Development and Licensing Agreement DEVELOPMENT AND LICENSING AGREEMENT This Development and Licensing Agreement (this "Agreement") is entered into on January 22, 1997 by ViaGrafix Corporation, an Oklahoma corporation located at One American Way, Pryor, Oklahoma (ViaGrafix) and Street Technologies, Inc., a Delaware Corporation, with offices at 925 Westchester Ave., White Plains New York (STREET"). PURPOSE OF THE AGREEMENT ViaGrafix and STREET are entering into an Agreement under which ViaGrafix is granted a non-exclusive license to use Street Author and other various products and technologies owned and developed by STREET. This agreement provides for ViaGrafix to develop multimedia training using various computer-based authoring tool & learning & development t

Viagrafix Corp – STOCKHOLDERS AGREEMENT (February 9th, 1998)

1 EXHIBIT 10.3 STOCKHOLDERS AGREEMENT Agreement made this 16th day of August, 1994 by and among ViaGrafix Corporation, an Oklahoma corporation (the "Company"), those stockholders of the Company whose names are set forth on Schedule A attached hereto (the "Stockholders"), and those persons and entities whose names are set forth on Schedule I to the Series A Convertible Preferred Stock Purchase Agreement dated as of the date hereof, by and among the Investors, the Company and certain principal shareholders of the Company (the "Series A Preferred Stock Purchase Agreement") attached hereto (the "Investors"). WHEREAS, each Stockholder owns the number of shares of Common Stock of the Company (the "Common Stock") as set forth opposite his or her name on Schedule A attached hereto; WHEREAS, the Investors are acquiring on the date hereof, 1,710,000 shares of Series

Viagrafix Corp – 1995 STOCK PURCHASE AGREEMENT (February 9th, 1998)

1 EXHIBIT 10.8 1995 STOCK PURCHASE AGREEMENT BETWEEN VIAGRAFIX CORPORATION, PURCHASER AND ROBERT WEBSTER, SHAREHOLDER OF AMERICAN SMALL BUSINESS COMPUTERS, INC. THIS AGREEMENT, made and entered into at Pryor, Oklahoma, effective this 15th day of August, 1995, by and between VIAGRAFIX CORPORATION, an Oklahoma corporation, hereinafter referred to as ViaGrafix or Purchaser, first party, and ROBERT WEBSTER, of Pryor, Oklahoma, hereinafter referred to as Webster or Seller or Shareholder, second party, Selling Party; WITNESSETH: 1 ASSETS TO BE SOLD AND PURCHASED. 1.1 All Capital Stock: Shareholder Webster represents that he is a shareholder of AMERICAN SMALL BUSINESS COMPUTERS, INC., an Oklahoma Corporation, he

Viagrafix Corp – 1995 STOCK PURCHASE AGREEMENT (February 9th, 1998)

1 EXHIBIT 10.9 1995 STOCK PURCHASE AGREEMENT BETWEEN VIAGRAFIX CORPORATION, PURCHASER AND GEOCAPITAL III, L.P. SHAREHOLDER OF AMERICAN SMALL BUSINESS COMPUTERS, INC. THIS AGREEMENT, made and entered into at Pryor, Oklahoma, effective this 15th day of August, 1995, by and between VIAGRAFIX CORPORATION, an Oklahoma corporation, hereinafter referred to as ViaGrafix or Purchaser, first party, and GEOCAPITAL III, L.P. hereinafter referred to as GeoCapital or Seller or Shareholder, second party, Selling Party; WITNESSETH: 1 ASSETS TO BE SOLD AND PURCHASED. 1.1 Capital Stock: Shareholder GeoCapital represents that it is a shareholder of AMERICAN SMALL BUSINESS COMPUTERS, INC., an Oklahoma Corporation, hereinafter

Viagrafix Corp – UNDERWRITING AGREEMENT (February 9th, 1998)

1 EXHIBIT 1.1 2,200,000 Shares ViaGrafix Corporation Common Stock UNDERWRITING AGREEMENT ______, 1998 Southwest Securities, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 As Representative of the Several Underwriters named on Schedule I attached hereto. Ladies and Gentlemen: ViaGrafix Corporation, an Oklahoma corporation (the "Company"), proposes to sell to you and the other underwriters named on Schedule I to this Agreement (the "Underwriters"), for whom you are acting as Representative, an aggregate of 1,750,000 shares (the "Company Shares") of the Company's Common Stock, $0.01 par value (the "Common Stock"). Michael A. Webster and Robert E. Webster (the "Management Selling Shar

Viagrafix Corp – PURCHASE AGREEMENT (December 18th, 1997)

1 EXHIBIT 10.1 VIAGRAFIX CORPORATION ---------------- SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT August 16, 1994 ---------------- 2 SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT INDEX Page ---- Section 1. PURCHASE, SALE AND TERMS OF PURCHASED SHARES . . . . 1 1.1 The Purchased Shares. . . . . . . . . . . . . 1

Viagrafix Corp – CERTIFICATE OF INCORPORATION (December 18th, 1997)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIAGRAFIX CORPORATION (Original Certificate of Incorporation dated January 2, 1990) THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA 101 STATE CAPITOL BUILDING 2300 NORTH LINCOLN OKLAHOMA CITY, OK 73105: SECTION ONE We, the undersigned, as President and Secretary of ViaGrafix Corporation (referred to herein as the "Corporation"), do hereby certify that the Board of Directors and the holders of a majority of the Corporation's capital stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class, pursuant to Actions dated December 10, 1997, duly adopted resolutions to amend and restate in its entirety the Corpor

Viagrafix Corp – STOCKHOLDERS AGREEMENT (December 18th, 1997)

1 EXHIBIT 10.3 STOCKHOLDERS AGREEMENT Agreement made this 16th day of August, 1994 by and among ViaGrafix Corporation, an Oklahoma corporation (the "Company"), those stockholders of the Company whose names are set forth on Schedule A attached hereto (the "Stockholders"), and those persons and entities whose names are set forth on Schedule I to the Series A Convertible Preferred Stock Purchase Agreement dated as of the date hereof, by and among the Investors, the Company and certain principal shareholders of the Company (the "Series A Preferred Stock Purchase Agreement") attached hereto (the "Investors"). WHEREAS, each Stockholder owns the number of shares of Common Stock of the Company (the "Common Stock") as set forth opposite his or her name on Schedule A attached hereto; WHEREAS, the Investors are acquiring on the date hereof, 1,710,000 shares of Series

Viagrafix Corp – 1995 VIAGRAFIX STOCK OPTION PLAN (December 18th, 1997)

1 EXHIBIT 10.5 VIAGRAFIX CORPORATION 1995 VIAGRAFIX STOCK OPTION PLAN 1. Purpose: The purpose of this 1995 ViaGrafix Stock Option Plan (the "Plan") is to encourage employees of ViaGrafix Corporation (the "Company") and of any present or future parent or subsidiary of the Company (collectively, "Related Corporations"), and other individuals who render services to the Company or a Related Corporation, by providing opportunities to Purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code") and options which do not qualify as ISOs ("Non-Qualified Options"). Both ISOs and Non-Qualified Options are referred to hereafter individually as an "Option" and collectively as "Options". As used herein, the terms "par

Viagrafix Corp – 1995 STOCK PURCHASE AGREEMENT (December 18th, 1997)

1 EXHIBIT 10.9 1995 STOCK PURCHASE AGREEMENT BETWEEN VIAGRAFIX CORPORATION, PURCHASER AND GEOCAPITAL III, L.P. SHAREHOLDER OF AMERICAN SMALL BUSINESS COMPUTERS, INC. THIS AGREEMENT, made and entered into at Pryor, Oklahoma, effective this 15th day of August, 1995, by and between VIAGRAFIX CORPORATION, an Oklahoma corporation, hereinafter referred to as ViaGrafix or Purchaser, first party, and GEOCAPITAL III, L.P. hereinafter referred to as GeoCapital or Seller or Shareholder, second party, Selling Party; WITNESSETH: 1 ASSETS TO BE SOLD AND PURCHASED. 1.1 Capital Stock: Shareholder GeoCapital represents that it is a shareholder of AMERICAN SMALL BUSINESS COMPUTERS, INC., an Oklahoma Corporation, hereinafter

Viagrafix Corp – 1995 STOCK PURCHASE AGREEMENT (December 18th, 1997)

1 EXHIBIT 10.8 1995 STOCK PURCHASE AGREEMENT BETWEEN VIAGRAFIX CORPORATION, PURCHASER AND ROBERT WEBSTER, SHAREHOLDER OF AMERICAN SMALL BUSINESS COMPUTERS, INC. THIS AGREEMENT, made and entered into at Pryor, Oklahoma, effective this 15th day of August, 1995, by and between VIAGRAFIX CORPORATION, an Oklahoma corporation, hereinafter referred to as ViaGrafix or Purchaser, first party, and ROBERT WEBSTER, of Pryor, Oklahoma, hereinafter referred to as Webster or Seller or Shareholder, second party, Selling Party; WITNESSETH: 1 ASSETS TO BE SOLD AND PURCHASED. 1.1 All Capital Stock: Shareholder Webster represents that he is a shareholder of AMERICAN SMALL BUSINESS COMPUTERS, INC., an Oklahoma Corporation, he

Viagrafix Corp – 1995 VIAGRAFIX STOCK OPTION PLAN (December 18th, 1997)

1 EXHIBIT 10.6 AMENDMENT OF VIAGRAFIX CORPORATION 1995 VIAGRAFIX STOCK OPTION PLAN Paragraph 4 of the Plan is hereby amended to read as follows: "4. Stock: The stock subject to Options shall be authorized but unissued shares of Common Stock of the Company, par value $0.01 per share (the "Common Stock"), or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares which may be issued pursuant to the Plan is 1,000,000 subject to adjustment as provided in paragraph 13. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part or shall be repurchased by the Company, the shares subject to such Option shall again

Viagrafix Corp – REGISTRATION RIGHTS AGREEMENT (December 18th, 1997)

1 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT Agreement made as of this 16th day of August, 1994 by and among ViaGrafix Corporation, an Oklahoma corporation (the "Company"), the persons or entities listed on Schedule A attached hereto (individually, an "Investor", and collectively, the "Investors") and the Founders (as hereinafter defined). 1. CERTAIN DEFINITIONS Section 1. As used in this Agreement, the following terms shall have the following meanings: 1.1. Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act and the Exchange Act. 1.2. Common Stock means (a) the Company's Common Stock, as authorized on the date of this Agreement, (b) any other capital stock of any class or classes (however designated) of the Company, authorized on or after the