1
EXHIBIT 10.3
[INTELLICORP LOGO]
INTELLICORP, INC.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made and entered
into as of September 29, 2000, by and between IntelliCorp, Inc., a Delaware
corporation (the "COMPANY"), and investors listed on the attached Exhibit A who
become signatories to this Agreement (the "PURCHASERS").
THE PARTIES AGREE AS FOLLOWS:
1. ISSUANCE OF SHARES; PURCHASE PRICE. The Purchasers hereby purchase and
the Company hereby sells an aggregate of 1,000,000 shares of the Company common
stock (the "SHARES") at a purchase price of $1.00 per share payable in cash. In
addition, in consideration for the investment by the Purchasers, the Company
shall issue each Purchaser a five-year Warrant to purchase 25% of that number of
Shares that are being purchased by such Purchaser under this Agreement at an
exercise price of $2.00 per share. The number of Shares and Warrants to be
purchased by each Purchaser is set forth opposite the name of each Purchaser on
Exhibit A. The shares of common stock issuable upon exercise of the Warrant are
referred to herein as the "WARRANT SHARES".
2. RIGHT OF PARTICIPATION. In the event the Company shall propose to sell
and issue additional shares of the Company's common stock in a private equity
financing with gross profits to the Company of at least $5,000,000 closing on or
prior to June 30, 2001 (the "FINANCING"), each Purchaser shall have the right to
participate in the first Financing by purchasing such aggregate number of shares
with a purchase value equal to the purchase price of the Shares purchased by
the Purchaser under this Agreement.
3. REGISTRATION RIGHT. The Shares shall be subject to registration rights
which will require the Company to file with the SEC a registration Statement on
Form S-3 (or equivalent) covering the resale of the Shares and the Warrant
Shares.
4. PURCHASER'S REPRESENTATIONS. Each Purchaser is acquiring the Shares and
the Warrant Shares for the Purchaser's own account, and not directly or
indirectly for the account of any other person. The Purchaser is acquiring the
Shares and the Warrant Shares for investment and not with a view to distribution
or resale thereof except in compliance with the Act and any applicable state law
regulating securities, and the certificates for any Shares will bear restrictive
legends to that effect.
2
5. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
entered into and to be performed entirely within the State of California by
residents of the State of California.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties pertaining to the Shares and supersedes all prior and
contemporaneous agreements, representations, and understandings of the parties.
IN WITNESS WHEREOF, the parties hereto have executed the Common Stock
Purchase Agreement as of the date first above written.
INTELLICORP, INC.
A Delaware corporation
By:
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer
----------------------------------
By:
------------------------------------
Wechsler & Co. Inc.
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------
By:
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Address:
--------------------------------
--------------------------------
--------------------------------
By:
------------------------------------
Art ▇▇▇▇▇
2
3
Address:
--------------------------------
--------------------------------
--------------------------------
By:
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
--------------------------------
--------------------------------
--------------------------------
By:
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Address:
--------------------------------
--------------------------------
--------------------------------
3
4
EXHIBIT A
NAME OF INVESTOR SHARES WARRANTS
---------------- -------- --------
Wechsler & Co. Inc. 650,000 162,500 $650K
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 200,000 50,000 $200K
Art ▇▇▇▇▇ 100,000 25,000 $100K
▇▇▇▇ ▇▇▇▇▇▇ 25,000 6,250 $ 25K
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 25,000 6,250 $ 25K
4
