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[INTELLICORP LOGO]
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Exhibit 10.6
March 30, 1999
Wechsler & Co., Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Road, suite 310
Mount Kisco, N.Y. 10549
Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Re: PURCHASE AND SALE OF COMMON STOCK
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter documents our agreement regarding the purchase and sale of
shares of Common Stock of IntelliCorp, Inc. (the "Company"). When signed by you
it will constitute a binding agreement between us for the period of one year
from March 30, 1999 until March 30, 2000 (the "Demand Period"). The Company
shall have the right to sell to you (and to require you to purchase) shares of
Company Common Stock, on the terms set forth below, which right shall terminate
on expiration of the Demand Period.
This will confirm that the Company is entitled to sell, and you will
purchase, during the Demand Period, up to a total of $1,000,000 ("Investment
Maximum") in value of Common Stock of the Company in one or more separate
transactions ("Investment"). This agreement, in conjunction with like agreements
separately executed effective March 30, 1999 with Delaware State Employees'
Retirement Fund, Declaration of Trust for Defined Benefit Plans of Zeneca
Holdings Inc., and Declaration of Trust for Defined Benefit Plans of ICI
American Holdings Inc., represent an aggregate maximum financing of $3,000,000
(collectively called the "Financing").
For your convenience, when the Company decides to exercise its right
under this agreement, the Company will first attempt to arrive at a mutually
agreeable ratio of Investment between you and the other parties in this
financing. If no agreement can be
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Purchase and Sale of Common Stock
March 30, 1999
Page 2
reached between you, the Company has the right to demand an Investment mix based
on the proportional share of each party's Investment Maximum compared to the
aggregate combined maximum of $3,000,000 in this Financing.
When the Company determines that it wishes to sell shares, it will
provide you written notice ("notice date") of its election to exercise its right
under this agreement; the notice shall specify the dollar amount of the shares
to be sold by the Company and purchased by you and the purchase date, which
shall be not more than ten (10) business days after such notice. The purchase
price for any shares purchased by you hereunder shall be equal to $1.50 per
share or 10% above market price (where market price is as defined below),
whichever is greater, up to a maximum price of $3.00 per share. However, if
during the term of this agreement, the Company sells and issues additional
shares of common stock (excluding issuances on exercise of employee or director
stock options or issuance of shares under this agreement or like agreements with
the parties to this Financing) at a price per share less than the purchase price
per share under this agreement, the purchase price for such shares sold to you
shall be adjusted in the same manner as the conversion price is adjusted in the
Company's Convertible Note dated April 19, 1996 (Section 3), and following any
such adjustment, additional common stock shares will be issued to you by the
Company to reflect this adjustment of the purchase price.
Market price is defined as the average closing price over the five (5)
trading days ending the day prior to the notice date. On the purchase date (or
as soon thereafter as practically possible), you will deliver cash in
immediately available funds in the amount of the purchase price of such shares.
Within five (5) days after the receipt of funds, the Company will deliver to you
a certificate representing the number of shares being purchased by you.
This letter will also confirm your investment intent with respect to the
purchase and sale of the shares thereunder. You agree and acknowledge that you
are purchasing the shares for your own account, not with a view to resell them,
and that the certificates for any shares will bear restrictive legends to that
effect. Such shares shall also be subject to registration rights in your favor
which will require the Company to file with the SEC an S-3 Registration
Statement (or equivalent) covering your resale of such shares within 3
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Purchase and Sale of Common Stock
March 30, 1999
Page 3
months after the end of the demand period, or within 3 months of the last
transaction purchase date, if earlier.
If the foregoing accurately describes our agreement regarding the
purchase and sale of the Shares, please so indicate by signing and returning
this letter to me.
Sincerely,
INTELLICORP, INC.
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
THE FOREGOING IS HEREBY
AGREED TO AND ACCEPTED:
WECHSLER & CO., INC..
By:
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EXHIBIT 10.6
Part II
[INTELLICORP LETTERHEAD]
May 1, 2000
Wechsler & Co., Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Road, suite 310
Mount Kisco, N.Y. 10549
Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Re: PURCHASE AND SALE OF COMMON STOCK
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter documents our agreement to amend and extend the Agreement
for the Purchase and Sale of Common Stock dated March 30, 1999, regarding the
purchase and sale of shares of Common Stock of IntelliCorp, Inc. (the
"Company"). When signed by you it will constitute a binding agreement between us
for the period starting March 31, 2000, and ending the earlier of December 31,
2000 or the receipt by the Company of at least $5,000,000 of equity funding
above and beyond what is obtained under this agreement (the "Demand Period").
The Company shall have the right to sell to you (and to require you to purchase)
shares of Company Common Stock, on the terms set forth below, which right shall
terminate on expiration of the Demand Period.
This will confirm that the Company is entitled to sell, and you will
purchase, during the Demand Period, up to a total of $2,500,000 ("Investment
Maximum") in value of Common Stock of the Company in one or more separate
transactions ("Investment").
When the Company determines that it wishes to sell shares, it will
provide you written notice ("notice date") of its election to exercise its right
under this agreement; the notice shall specify the dollar amount of the shares
to be sold by the Company and purchased by you and the purchase date, which
shall be not more than ten (10) business days after such notice. The purchase
price for any shares purchased by you hereunder shall be equal to 110% of market
price (where market price is defined below), with a minimum price of $1.00 per
share and a maximum price of $2.00 per share. However, if during the term of
this agreement, the Company sells and issues additional shares of common stock
(excluding issuances on exercise of employee or director stock options or
issuance of shares under this agreement or like agreements with the parties to
this Financing) at a price per share less than the purchase price per share
under this
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Purchase and Sale of Common Stock
May 1, 2000
Page 2
agreement, the purchase price for such shares sold to you shall be adjusted in
the same manner as the conversion price is adjusted in the Company's Convertible
Note dated April 19, 1996 (Section 3), and following any such adjustment,
additional common stock shares will be issued to you by the Company to reflect
this adjustment of the purchase price.
Market price is defined as the average closing price over the five (5)
trading days ending the day prior to the notice date. On the purchase date (or
as soon thereafter as practically possible), you will deliver cash in
immediately available funds in the amount of the purchase price of such shares.
Within five (5) days after the receipt of funds, the Company will deliver to you
a certificate representing the number of shares being purchased by you.
As common stock is purchased by you under this agreement, you will also
receive from the Company a five year warrant to purchase additional common stock
of the Company where the number of shares covered by the warrant is equal to 25%
of the number of shares purchased by you in a transaction under this agreement.
The exercise price of the warrant will be 110% of the purchase price for the
shares purchased.
Finally, this letter will confirm your investment intent with respect to
the purchase and sale of the shares thereunder. You agree and acknowledge that
you are purchasing the shares for your own account, not with a view to resell
them, and that the certificates for any shares will bear restrictive legends to
that effect. Such shares as well as the shares underlying the warrants shall
also be subject to demand registration rights in your favor which, if such
demand is exercised by you, will cause the Company to use its best efforts to
file with the SEC as soon as possible an S-3 Registration Statement (or
equivalent) covering your resale of such shares.
If the foregoing accurately describes our agreement regarding the
purchase and sale of the Shares, please so indicate by signing and returning
this letter to me.
Sincerely,
INTELLICORP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
THE FOREGOING IS HEREBY
AGREED TO AND ACCEPTED:
WECHSLER & CO., INC.
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Purchase and Sale of Common Stock
May 1, 2000
Page 3
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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EXHIBIT 10.6
Part III
[INTELLICORP LETTERHEAD]
June 28, 2000
Wechsler & Co., Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Road, suite 310
Mount Kisco, N.Y. 10549
Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Re: PURCHASE AND SALE OF COMMON STOCK
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter documents our agreement to amend the Agreement for the
Purchase and Sale of Common Stock dated May 1, 1999, ("Agreement"), regarding
the purchase and sale of shares of Common Stock of IntelliCorp. Inc. (the
"Company"). When signed by you it will constitute a binding agreement between us
to increase the maximum amount that the Company is entitled to sell, and you to
purchase, during the Demand Period (as defined in the Agreement) by $300,000,
from $2,500,000 to $2,800,000. All the other terms and conditions of the
Agreement remain unchanged and apply to this additional amount.
If the foregoing accurately describes our agreement to amend the May 1
Agreement, please so indicate by signing and returning this letter to me.
Sincerely,
INTELLICORP, INC.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer
THE FOREGOING IS HEREBY
AGREED TO AND ACCEPTED:
WECHSLER & CO., INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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