Exhibit 10.7
STARRIDGE NETWORKS, INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement ("Agreement") is made as of June 6,
1996 by and between StarRidge Networks, Inc., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxxxx, Xx. (the "Purchaser").
1. Sale of Stock.
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Subject to the terms and conditions of this Agreement, on the date
hereof the Company will issue and sell to the Purchaser, and the Purchaser
agrees to purchase from the Company, 7,850,000 shares of the Company's Common
Stock (the "Shares") in consideration of (i) the assignment to the Company of
certain proprietary information and business concepts relating to the proposed
business of the Company as set forth on the form attached as Exhibit A and (ii)
cancellation of indebtedness of the Company to Purchaser. The Company and the
Purchaser hereby acknowledge that the aggregate fair market value of such
consideration equals $78,500.00 or $0.01 per share of Common Stock. The term
"Shares" refers to the purchased Shares and all securities received in
replacement of Shares or as stock dividends or splits, all securities received
in replacement of the Shares in a recapitalization, merger, reorganization,
exchange or the like, and all new, substituted or additional securities or other
properties to which the Purchaser is entitled by reason of Purchaser's ownership
of the Shares.
2. Closing.
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(a) The closing of the purchase and sale of the Shares under this
Agreement (the "Closing") shall be held at the offices of Venture Law Group, A
Professional Corporation, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx
simultaneously with the execution of this Agreement by the parties or on such
other date as the Company and the Purchaser may agree (the "Closing Date"). At
the Closing, the Company will deliver to the Purchaser a certificate
representing the Shares to be purchased by the Purchaser (which shall be issued
in the Purchaser's name) against payment of the purchase price therefor.
(b) Purchaser shall deliver to the Secretary of the Company, or his
or her designee (hereinafter referred to as the "Pledge Holder"), all
certificates representing the Shares, together with (i) an Assignment Separate
from Certificate in the form attached to this Agreement as Exhibit B executed by
Purchaser and by Purchaser's spouse (if required for transfer), in blank, for
use in transferring all or a portion of said Shares to the Company if, as and
when required under this Section 2(b) or under any other provision of this
Agreement including, without limitation, Section 3. In addition, Purchaser's
spouse, if any, shall execute and deliver to the Company the Consent of Spouse
attached to this Agreement as Exhibit C.
3. Limitations on Transfer.
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In addition to any other limitation on transfer created by applicable
securities laws, the Purchaser shall not assign, encumber or dispose of any
interest in the Shares while the Shares are subject to the Company's repurchase
option, except as provided in Section 3(i) below. After any Shares have been
released from such repurchase option, the Purchaser shall not assign, encumber
or dispose of any interest in such Shares except in compliance with this Section
3 and applicable securities laws:
(a) Repurchase Option. In the event of (i) the voluntary termination
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of Purchaser's employment or consulting relationship with the Company, other
than a Constructive Termination (as defined below) or (ii) the termination of
Purchaser's employment relationship with the Company "for Cause" (as defined
below), the Company shall upon the date of such termination have an irrevocable,
exclusive option for a period of sixty (60) days from such date to repurchase
all or any portion of the Shares held by the Purchaser as of such date which
have not yet been released from the Company's repurchase option, at the original
purchase price per Share specified in Section 1 (adjusted for any stock splits,
stock dividends and the like). The option shall be exercised by the Company by
written notice to the Purchaser or the Purchaser's executor and, at the
Company's option, (i) by delivery to the Purchaser or the Purchaser's executor
with such Notice of a check in the amount of the purchase price for the Shares
being purchased, or (ii) in the event the Purchaser is indebted to the Company,
by cancellation by the Company of an amount of such indebtedness equal to the
purchase price for the Shares being repurchased, or (iii) by a combination of
(i) and (ii) so that the combined payment and cancellation of indebtedness
equals such purchase price. Upon delivery of such notice and payment of the
purchase price in any of the ways described above, the Company shall become the
legal and beneficial owner of the Shares being repurchased and all rights and
interest therein or related thereto, and the Company shall have the right to
transfer to its own name the number of Shares being repurchased by the Company,
without further action by the Purchaser. One hundred percent (100%) of the
Shares purchased by the Purchaser (the "Unvested Shares") shall initially be
subject to the Company's repurchase option as set forth above. Thereafter, the
Unvested Shares held by the Purchaser shall be released from the Company's
repurchase option under this Section 3(a) as follows (provided in each case that
the Purchaser's employment or consulting relationship with the Company has not
been terminated prior to the date of any such release): twenty-five (25%) of the
Unvested Shares shall be released from the Company's repurchase option
immediately upon the start of the Vesting Commencement Date (as set forth on the
signature page of this Agreement) and then the balance of Unvested Shares shall
be released from the Company's repurchase option in equal successive monthly
installments upon the completion of each of the next forty-eight (48) months
thereafter, until all Shares are released from the Company's repurchase option;
provided, however, that in the event of a sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation, and if and only if the shareholders of the Company immediately
prior to such sale or merger do not own a majority of the outstanding voting
securities of the acquiring or surviving company, then all of the then Unvested
Shares held by Purchaser shall be released from the repurchase option.
Fractional shares shall be rounded to the nearest whole share. Upon the
expiration or exercise of the Company's repurchase option described in this
Section 3(a), a new certificate or certificates representing the Shares not
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repurchased shall be issued, on request, without the legend referred to in
Section 6(b) of this Agreement and delivered to the Purchaser.
(1) For purposes of this Section 3(a), termination "for Cause" shall
mean (i) the willful failure by Purchaser substantially to perform his material
duties after a written demand for substantial performance is delivered to
Purchaser by the Board of Directors which specifically identifies the manner in
which the Board of Directors believes that Purchaser has not substantially
performed his material duties (including without limitation the failure by
Purchaser to follow any reasonable specific directive established by a majority
of the disinterested members of the Company's Board of Directors and of which
Purchaser is given notice), which failure to perform continues for 30 days after
such written notice (or, if longer than 30 days is reasonably required to cure,
where such failure to perform continues beyond the end of the period reasonably
required to cure, provided that such extension of the cure period beyond 30 days
will apply only if Purchaser diligently seeks to cure during such extension
period and further provided that in no event shall the total period to cure
exceed 60 days); (ii) bad faith conduct related to the Company or the
performance of Purchaser's material duties for the Company; or (iii) the
conviction of Purchaser of any crime involving the property or business of the
Company or its affiliates.
(2) For purposes of this Section 3(a), "Constructive Termination"
shall be deemed to occur in the event of (i) a material reduction in base salary
(other than a reduction applicable to all officers), (ii) a material change in
responsibility or authority, (iii) any change in job location outside the San
Francisco Bay Area without Purchaser's consent, (iv) permanent disability,
expected to last longer than 180 days, as certified by a medical professional,
(v) any change in title, or (vi) the Company's breach of any of its material
obligations to Purchaser, including any failure to pay amounts due or provide
benefits to which Purchaser is entitled hereunder or under Company policy.
(b) Right of First Refusal. In the event, at any time after the date of
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this Agreement, Purchaser or his transferee desires to sell or transfer in any
manner the Shares, he shall first offer such Shares for sale to the Company at
the same price, and upon the same terms (or terms as similar as reasonably
possible) upon which he is proposing to dispose of such Shares. Said right of
first refusal shall be provided to the Company for a period of thirty (30) days
following receipt by the Company of written notice by Purchaser of the terms and
conditions of said proposed sale or transfer and the name, address and phone
number of each proposed buyer or transferee. If the Company desires to exercise
such right of first refusal, it shall notify Purchaser in writing within such
thirty day period. In the event the Shares are not disposed of on such terms
within thirty (30) days following the lapse of the period of the right of first
refusal provided to the Company, or if Purchaser proposes to change the price or
other terms to make such terms more favorable to the buyer, the Shares shall
once again be subject to the right of first refusal herein provided.
(c) Restrictions Binding on Transferees. All transferees of Shares or any
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interest therein will receive and hold such Shares or interest subject to the
provisions of this Agreement, including, insofar as applicable, the Company's
option to repurchase under Section 3.
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Any sale or transfer of the Company's Shares shall be void unless the provisions
of this Agreement are met.
(d) Involuntary Transfer. In the event, at any time after the date of
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this Agreement, of any transfer by operation of law or other involuntary
transfer (including death or divorce) of all or a portion of the Shares by the
record holder thereof, the Company shall have an option to purchase all of the
Shares transferred. Upon such a transfer, the person acquiring the Shares shall
promptly notify the Secretary of the Company of such transfer. The right to
purchase such Shares shall be provided to the Company for a period of thirty
(30) days following receipt by the Company of written notice by the person
acquiring the Shares.
(e) Price for Involuntary Transfer. With respect to any stock to be
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transferred pursuant to Section 3(d), the price per Share shall be a price set
in good faith by the Board of Directors of the Company that will reflect the
current value of the stock in terms of present earnings and future prospects of
the Company. The Company shall notify the Purchaser or the Purchaser's executor
of the price so determined within thirty (30) days after receipt by it of
written notice of the transfer or proposed transfer of Shares. The decision of
the Board of Directors as to the purchase price shall be final.
(f) Assignment. The right of the Company to purchase any part of the
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Shares may be assigned in whole or in part to any shareholder or shareholders of
the Company or other persons or organizations.
(g) Public Offering Lockup. The Purchaser and the Purchaser's
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transferees will not, without the prior written consent of the Company, offer,
sell, contract to sell or grant any option to purchase or otherwise dispose of
any of the Shares for a period of one hundred eighty (180) days following the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the Company's initial public
offering of securities.
(h) Termination of Refusal Right. The right of first refusal granted
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the Company by Section 3(b) and the rights with respect to involuntary transfers
set forth in Section 3(d) above shall terminate at such time as a public market
exists for the Company's capital stock (or any other stock issued to purchasers
in exchange for the Shares purchased under this Agreement). For the purpose of
this Agreement, a "public market" shall be deemed to exist if (i) such stock is
listed on a national securities exchange (as that term is used in the Securities
Exchange Act of 1934) or (ii) such stock is traded on the over-the-counter
market and prices are published daily on business days in a recognized financial
journal.
Subject to Section 3(a) above, upon termination of the right of first
refusal imposed by this Agreement, a new certificate or certificates
representing the Shares not repurchased shall be issued, on request, without the
legend referred to in Section 6(b) hereof and delivered to Purchaser.
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(i) Exempt Transfers. The restrictions on transfer of this Section 3
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shall not apply to a transfer to the Purchaser's ancestors or descendants or
spouse or to a trustee for their benefit, provided that such transferees shall
agree in writing to take such Shares subject to all the terms of this Agreement,
including restrictions on further transfer.
4. Escrow.
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For purposes of facilitating the enforcement of the provisions of
Section 3 above, the Purchaser agrees, immediately upon receipt of the
certificate(s) for the Purchaser's Shares, to deliver such certificate(s)
representing the Unvested Shares with a stock power executed by the Purchaser
and by the Purchaser's spouse (if required for transfer), in blank, to the
Secretary of the Company or its designee, to hold said certificate(s) and stock
power(s) in escrow and to take all such actions and to effectuate all such
transfers and/or releases as are in accordance with the terms of this Agreement.
The Purchaser hereby acknowledges that the Secretary of the Company (or its
designee) is so appointed as the escrow holder with the foregoing authorities as
a material inducement to make this Agreement and that said appointment is
coupled with an interest and is accordingly irrevocable. The Purchaser agrees
that said escrow holder shall not be liable to any party hereof (or to any other
party) for any actions or omissions unless such escrow holder is grossly
negligent relative thereto. The escrow holder may rely upon any letter, notice
or other document executed by any signature purported to be genuine and may
resign at any time. The Secretary of the Company shall act as the escrow holder
with respect to such Shares.
5. Investment Representations.
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In connection with the purchase of the Shares, the Purchaser
represents to the Company the following:
(a) Purchaser is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the securities. Purchaser is
purchasing these securities for investment for Purchaser's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act.
(b) Purchaser understands that the securities have not been registered
under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.
(c) Purchaser further acknowledges and understands that the securities
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. Purchaser
further acknowledges and understands that the Company is under no obligation to
register the securities. Purchaser understands that the certificate(s)
evidencing the securities will be imprinted with a legend which prohibits the
transfer of the securities unless they are registered or such registration is
not required in the opinion of counsel for the Company.
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(d) Purchaser is aware of the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which in substance, permit 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 of certain of the conditions specified by
Rule 144, including, among other things: (1) the sale being made through a
broker in an unsolicited "brokers transaction" or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934); and, in the case of an affiliate, (2) the availability of certain public
information about the Company, and the amount of securities being sold during
any three month period not exceeding the limitations specified in Rule 144(e),
if applicable. PURCHASER UNDERSTANDS THAT PAYMENT BY NOTE IS NOT DEEMED TO BE
FULL PAYMENT UNDER RULE 144 UNLESS IT IS SECURED BY ASSETS OTHER THAN THE
SHARES.
In the event that the Company does not qualify under Rule 701, then
the securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires among other things: (1) the resale
occurring not less than two years after the party has purchased, and made full
payment for, within the meaning of Rule 144, the securities to be sold; and, in
the case of an affiliate, or of a non-affiliate who has held the securities less
than three years, (2) the availability of certain public information about the
Company, (3) the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as such term is
defined under the Securities Exchange Act of 1934), and (4) the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable.
(e) Purchaser further understands that at the time Purchaser wishes to
sell the securities 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 requirements of Rule 144, and that, in
such event, Purchaser would be precluded from selling the securities under Rule
144 even if the two-year minimum holding period had been satisfied.
(f) Purchaser further understands that in the event all of the
applicable requirements of Rule 701 and Rule 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A or some other
registration exemption will be required; and that, notwithstanding the fact that
Rule 701 and Rule 144 are not exclusive, the staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 701 and Rule 144 will have a substantial burden of proof
establishing that an exemption from registration is available for such offers or
sales and that such persons and their respective brokers who participate in such
transactions do so at their own risk.
6. Legends.
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The certificate or certificates representing the Shares shall bear the
following legends:
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(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."
(b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY
AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY."
(c) Any legend required to be placed thereon by the California
Commissioner of Corporations.
7. Section 83 (b) Election.
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The Purchaser understands that Section 83(a) of the Internal Revenue
Code of 1986, as amended (the "Code") taxes as ordinary income the difference
between the amount paid for the Shares and the fair market value of the Shares
as of the date any restrictions on the Shares lapse. In this context,
"restriction" means the right of the Company to buy back the Shares pursuant to
the repurchase option set forth in paragraph 3(a) of this Agreement. The
Purchaser understands that the Purchaser may elect to be taxed at the time the
Shares are purchased, rather than when and as the repurchase option expires, by
filing an election under Section 83(b) of the Code with the Internal Revenue
Service within 30 days from the date of purchase. Even if the fair market value
of the Shares at the time of the execution of this Agreement equals the amount
paid for the Shares, the election must be made to avoid tax treatment under
Section 83(a) in the future. The form for making the Purchaser's election is
attached to this Agreement. The Purchaser understands that the failure to file
such an election in a timely manner may result in adverse tax consequences for
the Purchaser. The Purchaser further understands that an additional copy of such
election form should be filed with Purchaser's federal income tax return for the
calendar year in which the date of this Agreement falls.
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8. Rule 701.
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Purchaser and the Company hereby agree and acknowledge that the
issuance of the Shares hereby is in connection with a compensatory benefit plan
for the employees, directors, officers, advisers or consultants of the Company
and is intended to comply with the provisions of Rule 701 promulgated by the
Securities and Exchange Commission under the Securities Act.
9. Miscellaneous.
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(a) Governing Law. This Agreement and all acts and transactions
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pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California.
(b) Entire Agreement; Enforcement of Rights. This Agreement sets
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forth the entire agreement and understanding of the parties relating to the
subject matter herein and merges all prior discussions between them. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.
(c) Severability. If one or more provisions of this Agreement are
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held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (x) such
provision shall be excluded from this Agreement, (y) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (z) the
balance of the Agreement shall be enforceable in accordance with its terms.
(d) Construction. This Agreement is the result of negotiations
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between and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.
(e) Notices. Any notice, demand or request required or permitted to
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be given under this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or sent by telegram or five (5) days after being
deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed, if to the Company, at its principal place of business,
attention the President, and if to the Purchaser, at the Purchaser's address as
then shown on the stock records of the Company.
(f) Titles and Subtitles. The titles and subtitles used in this
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Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(g) Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
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(h) California Corporate Securities Law. THE SALE OF THE SECURITIES
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WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.
(i) Successors and Assigns. The rights and benefits of this Agreement
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shall inure to the benefit of, and be enforceable by the Company's successors
and assigns. The rights and obligations of the Purchaser under this Agreement
may only be assigned with the prior written consent of the Company.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.
STARRIDGE NETWORKS, INC.
By:______________________________
Title:___________________________
PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION
3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT
THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING
IN THIS AGREEMENT SHALL CONFER UPON PURCHASER ANY RIGHT WITH RESPECT TO
CONTINUATION OF SUCH EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY, NOR
SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR
WITHOUT CAUSE.
/s/ Xxxxx X. Xxxxxxx, Xx.
Vesting Commencement __________________________
Date: May 22, 1996 Xxxxx X. Xxxxxxx, Xx.
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EXHIBIT A
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INSTRUMENT OF ASSIGNMENT
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KNOW BY THESE PRESENTS THAT:
Xxxxx X. Xxxxxxx, Xx. ("Founder"), FOR GOOD AND VALUABLE CONSIDERATION, the
receipt and sufficiency of which is hereby acknowledged, does hereby grant,
bargain, sell, convey, transfer, assign, set over and deliver unto StarRidge
Networks, Inc., a Delaware corporation (the "Company"), its successors and
assigns, all of the proprietary information and business concepts described on
Schedule I attached hereto (the "Technology"), as now existing.
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TO HAVE AND TO HOLD, all and singular, of the properties, assets and rights
granted and transferred hereby, with the appurtenances thereof, unto the
Company, its successors and assigns forever, to and their own use and benefit.
For the consideration aforesaid, Founder hereby constitutes and appoints
the Company, its successors and assigns, the true and lawful attorney or
attorneys of Founder, with full power of substitution, for Founder and in its
name and stead, or otherwise, but on behalf and for the benefit of the Company,
its successors and assigns, to demand and receive from time to time, any and all
properties hereby given, granted, bargained, sold, assigned, transferred,
conveyed, set over, confirmed and delivered and give receipts and releases for
and in respect to the same and any part thereof, and from time to time to
institute and prosecute in the name of Founder or otherwise, but for the benefit
of the Company, its successors and assigns, any and all proceedings at law, in
equity or otherwise, which the Company, its successors or assigns, making proper
in order to collect, assert or enforce any claim, right or title of any kind in
and to the properties hereby given, granted, bargained, sold, assigned,
transferred, set over, confirmed, delivered or conveyed, and to defend or
compromise any or all actions, suits or proceedings in respect of any of said
properties and do all such acts and things in relation thereto as the Company,
its successors and assigns, shall deem advisable, Founder hereby declaring that
the appointment made and the powers hereby granted are coupled with an interest
and shall be irrevocable by Founder in any manner and for any reason.
Founder for himself and his successors and assigns, does hereby covenant
with the Company, its successors and assigns, that Founder and his successors
and assigns will do, execute, acknowledge and deliver, or will cause to be done,
executed, acknowledged and delivered all such further acts, deeds, bills of
sale, transfers, assignments, conveyances, powers of attorney, conveying and
confirming unto the Company, its successors and assigns, all and singular, the
properties hereby granted, sold, assigned, transferred, conveyed and delivered
as the Company, its successors or assigns, shall reasonably require, provided,
however, that the Company, its successors and assigns shall prepare all
necessary documentation.
This Assignment is executed and delivered in, and shall be construed and
enforced in accordance with the domestic laws of the State of California, and
shall be binding upon and shall inure to the benefit of the respective
successors and assigns of the parties hereto.
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IN WITNESS WHEREOF, Xxxxx X. Xxxxxxx, Xx. has signed this instrument in his
name to be effective as of the 6th day of June, 1996.
XXXXX X. XXXXXXX, XX.
/s/ Xxxxx X. Xxxxxxx, Xx.
__________________________
(Signature)
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SCHEDULE I
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TECHNOLOGY
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"Certain business concepts and proprietary information relating to the
development of next generation high performance campus lan infrastructure
products."
EXHIBIT B
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ASSIGNMENT SEPARATE FROM CERTIFICATE
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ ( ) shares of the Common Stock of StarRidge
Networks, Inc. standing in its name on the books of said corporation represented
by Certificate No. ___ herewith and does hereby irrevocably constitute and
appoint __________________ to transfer said stock on the books of the within-
named corporation with full power of substitution in the premises.
Dated:________________.
/s/ Xxxxx X. Xxxxxxx, Xx.
_____________________________
Xxxxx X. Xxxxxxx, Xx.
This Assignment Separate from Certificate was executed in conjunction with
the terms of a Common Stock Purchase Agreement between the above assignor and
StarRidge Networks, Inc. on June ___, 1996.
Instruction: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Company to exercise its repurchase
option set forth in the Agreement without requiring additional signatures on the
part of Purchaser.
EXHIBIT C
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CONSENT OF SPOUSE
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I, Xxxxx X. Xxxxxxx, spouse of Xxxxx X. Xxxxxxx, Xx., have read and
hereby approve the foregoing Common Stock Purchase Agreement (the "Agreement").
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In consideration of the Company's granting my spouse the right to purchase the
Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by
the Agreement and further agree that any community property or other interest I
may have in the Shares shall be subject to the Agreement. I hereby appoint my
spouse as my attorney-in-fact with respect to any amendment to or exercise of
any rights I may have under the Agreement.
/s/ Xxxxx X. Xxxxxxx
__________________________________
Name: Xxxxx X. Xxxxxxx
_____________________________
