Exhibit 99.27
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") dated as of February 25,
2002, is entered into by and between Xxxx X. XxXxxx (the "Seller"), and The
XxXxxxxx Family Trust (the "Purchaser").
WHEREAS, the Seller owns 1,360,373 shares of the common stock, par value
$0.01 per share (the "Common Stock"), of TippingPoint Technologies, Inc., a
Delaware corporation (the "Company"); and
WHEREAS, the Seller has offered for sale, and the Purchaser has agreed to
purchase, 20,000 shares of the Common Stock owned by the Seller;
NOW THEREFORE, the parties hereby agree as follows:
1. Purchase and Sale of Shares. Upon the basis of the representations
and warranties and subject to the terms and conditions set forth herein, the
Seller agrees to sell 20,000 shares of Common Stock (the "Shares") to the
Purchaser on the Closing Date (as hereinafter defined) at a price of $6.50 per
Share, or an aggregate of $130,000.00 (the "Purchase Price"), and upon the
basis of the representations and warranties, and subject to the terms and
conditions, set forth herein, the Purchaser agrees to purchase the Shares from
the Seller on the Closing Date at the Purchase Price.
2. Closing. The closing of the purchase and sale of the Shares shall
take place on February 28, 2002 at the offices of Company, or on such other
date or at such other time or place as the Seller and the Purchaser may agree
upon in writing (such time and date of the closing being referred to herein as
the "Closing Date").
3. Closing Deliveries; Cooperation. Upon payment in full of the
Purchase Price, in immediately available funds by or on behalf of the Purchaser
to the Seller (to an account specified in writing by the Seller to the
Purchaser prior to the Closing Date), the Seller will deliver to the Purchaser
a certificate or certificates representing the Shares, duly endorsed to the
Purchaser or accompanied by stock powers duly executed by the Seller, in form
and substance reasonably satisfactory to the Purchaser.
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4. Representations and Warranties of the Seller. The Seller represents
and warrants, as of the date hereof and as of the Closing Date, as follows:
(a) The Seller has the capacity to enter into this Agreement and to
sell, assign, transfer and deliver to the Purchaser, pursuant to the terms and
conditions of this Agreement, the Shares. This Agreement is a legal, valid and
binding agreement of the Seller enforceable against the Seller in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.
(b) Except for this Agreement, there are no outstanding options,
warrants or rights to purchase or acquire, or agreements (whether voting or
otherwise) relating to, the Shares.
(c) The Seller has good and marketable title to the Shares, free and
clear of all liens, claims, security interests and encumbrances of any nature.
Upon delivery hereunder by the Seller to the Purchaser of the certificates
evidencing the Shares and upon payment by the Purchaser to the Seller of the
Purchase Price therefor, the Purchaser will acquire good and marketable title
to the Shares, free and clear of all liens, claims, security interests and
encumbrances of any nature (except those created by the Purchaser).
(d) The Seller is an "accredited investor," as such term is defined in
Rule 501(a) under the Act, who by reason of its business and financial
experience has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of an investment in the
Shares. The Seller has had the opportunity to ask questions of, and receive
answers from, the Company and its officers and agents and has received all
information concerning the Company that he has reasonably requested in
connection with his sale of the Shares.
(e) The sale of the Shares hereunder will not, with or without the
giving of notice or the lapse of time, or both, (i) to the Seller's knowledge,
violate any provision of law, statute, rule or regulation to which the Seller
is subject, (ii) violate any order, judgment or decree applicable to the
Seller, or (iii) conflict with, or result in a breach or default under, any
term or condition of any agreement or other instrument to which the Seller is a
party or by which it is bound.
5. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants that:
(a) The Purchaser has the capacity to enter into this Agreement and
to buy the Shares from the Seller pursuant to the terms and conditions of this
Agreement. This Agreement is a legal, valid and binding agreement of the
Purchaser enforceable against the Purchaser in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights generally and except that the
availability of equitable remedies, including specific performance, is subject
to the discretion of the court before which any proceeding therefor may be
brought.
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(b) The Purchaser understands that the sale of the Shares hereunder
has not been registered under the Act, based on the exemption from registration
provided by Section 4(1) of the Act, and that the Seller's reliance on such
exemption depends in part on the Purchaser's representations and warranties in
this Agreement.
(c) The Purchaser is purchasing the Shares for investment for its own
account and not with a view to the distribution thereof except in compliance
with the Act and applicable state securities laws; provided, that the Purchaser
may at any time sell or otherwise dispose of all or any part of the Shares by
registration under the Act and applicable state securities laws or pursuant to
an exemption from such registration available thereunder. The Purchaser will
not sell or otherwise transfer any interest in the Shares except in compliance
with the registration requirements, or an exemption therefrom, of the Act and
applicable state securities laws.
(d) The Purchaser is an "accredited investor," as such term is
defined in Rule 501(a) under the Act, who by reason of its business and
financial experience has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Shares. The Purchaser has had the opportunity to ask
questions of, and receive answers from, the Company and its officers and agents
and has received all information concerning the Company that it has reasonably
requested in connection with his purchase of the Shares.
(e) The purchase of the Shares hereunder will not, with or without the
giving of notice or the lapse of time, or both, (i) to the Purchaser's
knowledge, violate any provision of law, statute, rule or regulation to which
the Purchaser is subject, (ii) violate any order, judgment or decree applicable
to the Purchaser, or (iii) conflict with, or result in a breach or default
under, any term or condition of any agreement or other instrument to which the
Purchaser is a party or by which he is bound.
(f) The Purchaser understands that the Shares constitute "restricted
securities" within the meaning of Rule 144 under the Act and may not be sold,
pledged or otherwise disposed of unless they are subsequently registered under
the Act and applicable state securities laws or unless an exemption from
registration is available.
(g) The Purchaser understands that no federal or state or other
governmental agency has passed upon or made any recommendation or endorsement
with respect to the Shares.
(h) The Purchaser understands that any certificates evidencing the
Shares will bear substantially the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN
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COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION."
6. Conditions to Closing. The obligations of each party hereunder
shall be subject to the accuracy of the representations and warranties of the
other party hereto as of the date hereof and as of the Closing Date, as if such
representations and warranties had been made on and as of such date, and the
performance by the other party of its obligations hereunder.
7. Survival of Representations and Warranties. The respective
agreements, representations, warranties and other statements made by or on
behalf of each party hereto pursuant to this Agreement shall remain in full
force and effect, regardless of any investigation made by or on behalf of any
party, and shall survive delivery of any payment for the Shares.
8. Miscellaneous.
(a) This Agreement may be executed in one or more counterparts, and
such counterparts shall constitute but one and the same agreement.
(b) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors, and no other person shall
have any right or obligation hereunder. This Agreement shall not be assignable
by any party hereto without the prior written consent of the other party
hereto. Any assignment contrary to the terms hereof shall be null and void and
of no force or effect.
(c) This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes any prior agreements
or understandings, whether written or oral, between the parties respecting such
subject matter.
9. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
TEXAS.
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IN WITNESSES WHEREOF, the parties have entered into this Agreement as of
the date first set forth above.
PURCHASER:
THE XXXXXXXX FAMILY TRUST
By: \s\ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. XxXxxxxx
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By: \s\ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. XxXxxxxx
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Title: Trustees
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SELLER:
\s\ XXXX X. XXXXXX
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Xxxx X. XxXxxx
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