Exhibit 10.17
Stock Purchase Agreement With Former Intelligent Communications, Inc. Owners
INTELLICOM RIGHTS PURCHASE AGREEMENT
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THIS INTELLICOM RIGHTS PURCHASE AGREEMENT ("Agreement") is made as of
this 7th day of February, 2001, by and between the undersigned former
shareholder of Intelligent Communications, Inc. ("Shareholder"), and SoftNet
Systems, Inc., a Delaware corporation ("SoftNet").
WHEREAS, Shareholder obtained, among other things, the right (the
"Rights") to receive a portion of the Second Anniversary Stock, Third
Anniversary Stock and the proceeds from the Second Promissory Note, as such
terms are defined in that certain Agreement and Plan of Reorganization by and
among SoftNet, SoftNet Acquisitions, Inc., and Intelligent Communications, Inc.,
dated November 22, 1998 and the amendments thereto (collectively, the "Merger
Agreement"). All capitalized but undefined terms herein shall have the meaning
set forth in the Merger Agreement.
WHEREAS, SoftNet intends to buy, and Shareholder intends to sell, the
Rights owned by Shareholder, upon the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, both parties agree as follows:
1. Purchase of Rights. Subject to the terms and conditions of this
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Agreement, Shareholder agrees to sell and deliver to SoftNet, and
SoftNet agrees to purchase from Shareholder, all of Shareholder's
right, title and interest to and in the Rights for an aggregate amount
equal to the amount set forth next to Shareholder's name on Exhibit A
(the "Purchase Price"). Upon payment of the Purchase Price, all right,
title and interest to and in the Rights shall pass to SoftNet without
further action on the part of the Parties and Shareholder shall have no
right to receive any additional consideration under the Merger
Agreement.
2. Representations and Warranties of SoftNet. As material representations
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to induce Shareholder to enter into this transaction, SoftNet makes the
following representations and warranties to Shareholder, each of which
is true and correct as of the date hereof:
2.1. Corporate Organization. SoftNet is a corporation duly
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organized and existing in good standing under the laws of the
State of Delaware and has filed all reports required to be
filed with the Secretary of State of the State of Delaware and
has all corporate power and authority to own, operate and
lease its properties and carry on its businesses as now
conducted.
2.2. Authorization of Agreement. SoftNet has all corporate power
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and authority to execute and deliver this Agreement and to
consummate the transactions provided for herein and the
execution and delivery of this Agreement by SoftNet and the
performance of its obligations to be performed hereunder have
been duly authorized by all necessary and appropriate action
by SoftNet's Board of Directors. The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby do not and will not conflict with or
result in a breach of, or constitute a default under, the
terms or conditions of SoftNet's Certificate of Incorporation
or Bylaws, or any order, judgment or decree or any agreement
or instrument to which SoftNet is a party or by which SoftNet
or its assets are bound or affected. This Agreement is, and
each other agreement and document to be executed by SoftNet,
will be when so executed, a valid and binding obligation of
SoftNet enforceable in accordance with its terms.
3. Representations and Warranties of Shareholder. As material
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representations to induce SoftNet to enter into this transaction,
Shareholder makes the following representations and warranties to
SoftNet, each of which is true and correct as of the date hereof:
3.1. Corporate Organization. If Shareholder is a corporation,
Shareholder is a corporation duly organized and existing in
good standing under the laws of the jurisdiction next to its
name on Exhibit A and has filed all reports required to be
filed with such jurisdiction and has all corporate power and
authority to own, operate and lease its properties and carry
on its businesses as now conducted.
3.2. Authorization of Agreement. If Shareholder is a corporation,
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Shareholder has all corporate power and authority toexecute
and deliver this Agreement and to consummate the transactions
provided for herein and the execution and delivery of this
Agreement by Shareholder and the performance of its
obligations to be performed hereunder have been duly
authorized by all necessary and appropriate action by
Shareholder's Board of Directors. The execution and delivery
of this Agreement and the consummation of the transactions
contemplated hereby do not and will not conflict with or
result in a breach of, or constitute a default under, the
terms or conditions of Shareholder's Certificate of
Incorporation or Bylaws, or any order, judgment or decree or
any agreement or instrument to which Shareholder is a party or
by which Shareholder or its assets are bound or affected. This
Agreement is, and each other agreement and document to be
executed by Shareholder, will be when so executed, a valid and
binding obligation of Shareholder enforceable in accordance
with its terms.
3.3. Title to Rights. Shareholder has good, indefeasible and
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marketable title to the Rights, free and clear of all
mortgages, security interests, title retention agreements,
options to purchase, rights of first refusal, liens,
easements, encumbrances, restrictions and other burdens of any
nature whatsoever ("Liens"). The Rights are not subject to any
restrictions with respect to the transferability thereof and
Shareholder has complete and non-restricted power and right to
sell, assign, convey and deliver the Rights to SoftNet as
contemplated hereby. Upon payment of the Purchase Price,
SoftNet will receive good and marketable title to the Rights
free and clear of all Liens. Shareholder has not transferred
any right to the Rights to any other person.
4. Release. Shareholder, on behalf of itself and its respective officers,
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directors, stockholders, employees, insurers, agents, legal
representatives, parent and subsidiary companies, successors, attorneys
and assigns (if any) hereby fully and forever releases and discharges
SoftNet and all of its past, present and future agents, officers,
directors, employees, parent and subsidiary companies, attorneys,
successors, and assigns from any and all manner of actions, causes of
action, claims, judgments, obligations, damages and liabilities, of
whatsoever kind and character (including without limitation attorneys'
fees and expenses), whether known or unknown, suspected or unsuspected,
past or present, occurring at any time or times prior to the date of
this Agreement, including but not limited to any such claims arising
out of or relating to the Merger Agreement and any acts or events
involving SoftNet and Shareholder or its agents or employees.
Shareholder represents and warrants that it has not assigned any such
claim on its behalf. Further, by this Agreement, Shareholder waives any
claim against SoftNet for damages or other remedies incurred at any
time after the date of this Agreement because of alleged continuing
effects of any alleged acts or omissions involving SoftNet that
occurred on or before the date of this Agreement, and any right to xxx
for monetary or injunctive relief regarding the alleged continuing
effects of any such acts or omissions that occurred before the date of
this Agreement.
4.1 Waiver of Section 1542. The Parties hereby expressly waive and
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relinquish all rights and benefits under Section 1542 of the
California Civil Code which provides:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have
materially affected his settlement with the debtor.
The Parties, having consulted with legal counsel of their own
choosing, understands the statutory language of Section 1542
of the California Civil Code but nevertheless elects to and
hereby does release the other Party from all claims they may
have against them, and each of them, whether known or unknown,
arising from the subject matter of this Mutual Release, and
specifically waives any rights which she may have under said
Civil Code section.
5. Miscellaneous
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5.1. Amendment and Severability. This Agreement may be amended,
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modified or altered only by the express written agreement
executed by SoftNet and Shareholder. If any provision of this
Agreement or the application thereof to any party or
circumstances shall for any reason be held invalid, illegal,
or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provisions of
this Agreement and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never
been part of this Agreement. Furthermore, in lieu of each such
illegal, invalid, or unenforceable provision, there shall be
added automatically as part of this
Agreement a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
5.2. Benefit. This Agreement shall be binding upon and inure to the
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benefit and burden of the parties hereto, their successors and
assigns. This Agreement may not be assigned by any party
without the express written consent of the other party, which
consent may be withheld in the sole discretion of the party
requiring such consent.
5.3. No Third Party Beneficiaries. This Agreement shall be for and
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inure to the benefit of SoftNet and Shareholder and there
shall be no third party beneficiaries thereto. Specially
excluded from any beneficial status hereunder are
Shareholder's creditors, employees, customers and suppliers.
5.4. Governing Law and Forum. This Agreement shall be construed
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under the laws of the state of California and any action to
enforce, construe or modify this Agreement shall be brought in
an appropriate court of competent jurisdiction in California.
5.5. Entire Agreement. This Agreement, together with the Exhibits,
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the Schedules and other documents to be delivered pursuant
hereto, constitute the entire agreement among the parties
hereto and there are no agreements, representations or
warranties which are not set forth herein. All prior
negotiations, agreements and understandings are superseded
hereby. All parties being represented by counsel, no one party
shall be deemed the drafter of this Agreement with respect to
its interpretation.
5.6. Paragraph Headings. The Section and paragraph headings
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contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation
of this Agreement.
5.7. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
5.8. Attachments. All Exhibits, Schedules and attachments to this
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Agreement are made a part of this Agreement by this reference.
Any information disclosed in an Exhibit, Schedule or
attachment shall be deemed to be disclosed and incorporated
into any other Exhibit, Schedule or attachment where such
disclosure would be appropriate.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives on the day and year first
above written.
SOFTNET SYSTEMS, INC, a Delaware corporation
By: _______________________________
Xxxxxx X. Xxxxxx
Senior Vice President
SHAREHOLDER
__________________________________
NAME: ___________________________________
ADDRESS:_________________________________
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