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EXHIBIT 10.13
1995 STOCK EXCHANGE AGREEMENT
BETWEEN
GEOCAPITAL III, L.P.
AND
XXXXXX XXXXXXX
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 XXXXXX
XXXXXXX, (Xxxxxxx) 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 EIGHT HUNDRED FIFTY FIVE THOUSAND
SHARES (855,000) are to be exchanged under this agreement.
1.2 Xxxxxxx Stock: Xxxxxxx represents that he is sole shareholder
of all of the capital stock of AMERICAN SMALL BUSINESS COMPUTERS, INC., (ASBC)
an Oklahoma corporation, which has 2,500 shares issued and outstanding, which
are free and clear of any liens, security interests or encumbrances, of which
ONE THOUSAND SEVENTY EIGHT SHARES (1,078) are to be exchanged under this
agreement.
2. CONSIDERATION FOR PURCHASE.
2.1 Total consideration for the exchange of the stock shall be the
exchange of shares, and no additional consideration shall be payable by or to
either party.
2. CLOSING
3.1 Closing date of this transaction shall be effective August 15,
1995.
3.2 On the closing date, Xxxxxxx shall assign to Geocapital 1,078
shares of ASBC, and Geocapital shall assign to Xxxxxxx 855,000 Series A
Convertible Preferred Stock of ViaGrafix, which shall be converted to 855,000
shares for ViaGrafix Common Stock. Each of the parties shall execute
assignments of the shares of stock to be exchanged hereby, separate and apart
from the actual stock certificates and deliver the same, and as soon thereafter
as is reasonably possible, shall deliver the actual certificates of stock to
the respective corporations for reissue as provided herein.
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4. REPRESENTATIONS AND WARRANTIES OF GEOCAPITAL
Geocapital warrants and represents:
4.1 That it is the owner of the Shares transferred, and since
acquiring said shares, there are no liens or encumbrances thereon.
4.2 That this transfer is duly authorized by the Limited
Partnership, and such stock assignments, when issued, shall be valid and
binding upon the Seller.
5. REPRESENTATIONS OF XXXXXXX
5.1 That it is the owner of the Shares transferred, and since
acquiring said shares, there are no liens or encumbrances thereon.
6. SECURITIES REGISTRATION
Each of the parties acknowledge and represent that the stock exchanged
under this agreement is not registered under the Security Act of 1933, or the
Oklahoma Securities Act, and have been acquired by each of the parties with a
view to investment. Each of the parties are knowledgeable and experienced in
making venture capital investments, and is able to bear the economic risk of
loss of its investment in the respective companies, and have been granted the
opportunity to make a thorough investigation of the affairs of the Company and
has availed itself of such opportunity to the extent deemed necessary. That
each of the parties are "accredited investors" as defined in Rule 501 of
Regulation D under the Securities Act.
7. BINDING UPON HEIRS AND ASSIGNS.
7.1 This agreement shall be binding upon the parties, and their
heirs, executors, personal representatives, trustees, successors, and assigns,
and the terms hereof shall survive the closing.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed in duplicate originals at Pryor, Oklahoma, on this 15th day of August,
1995.
Xxxxxxx: Geocapital:
Geocapital III, L.P.
By: Geocapital Management, L.P.
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxx Xxxxxxx Xxxxx Xxxxxx, General Partner
