California Corporate Securities Law. THE SALE OF THE SECURITIES 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONS, INC. BY: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Title: CFO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: STEVX XXXX /s/ STEVX XXXX ---------------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto, CA 93401 ---------------------------------------- I, _____________________ , spouse of Stevx Xxxx, xxve read and hereby approve the foregoing Agreement. 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 similar interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page FollowsSIGNATURE PAGE FOLLOWS] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSNETCENTIVES, INC. BY: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Title: CFO ---------------------------------- Xxxxxx Xx ---------------------------------------- Xxxxxxx X. Xx, Vice President Address: 521 Xxxxxxx 0000 Xx Xxxxxx XxxxxxxxxXxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 00000 PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE AT THE WILL OF THE COMPANY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ALL OF PURCHASER'S RIGHTS WITH RESPECT TO EMPLOYMENT WITH THE COMPANY ARE SET FORTH IN THE EMPLOYMENT AGREEMENT, AND NOTHING IN THIS AGREEMENT SHALL INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE IN ACCORDANCE WITH THE EMPLOYMENT AGREEMENT. PURCHASER: STEVX XXXX WEST SHELL, III /s/ STEVX XXXX West Shell, III ---------------------------------------- (Signature) Address: 904 0000 Xxxxx Xxxxxx Xxxxxx ---------------------------------------- Palo AltoXxx Xxxxxxxxx, CA 93401 ---------------------------------------- XX 00000 Vesting Commencement Date: June 26, 1997 I, _____________________ Xxxxx X. Xxxx, spouse of Stevx XxxxWest Shell, xxve III, have read and hereby approve the ------------- foregoing Agreement. 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 similar other such interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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.
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSBOMBARDIER SOFTWARE, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxx Xxx -------------------------- Title: CFO ---------------------------------- Chief Executive Officer ----------------------- Address: 521 Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 00000 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. PURCHASER: STEVX XXXX XXXXX XXXXX /s/ STEVX XXXX ---------------------------------------- Xxxxx Xxxxx ------------------------------ (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto****** Vesting Commencement Date: May 10, CA 93401 ---------------------------------------- 1997 I, _____________________ ____________, spouse of Stevx XxxxXxxxx Xxxxx, xxve have read and hereby approve the foregoing Agreement. 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 similar other such interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) Instruction: please do not fill in any blanks other than Xxxxx Xxxxx ****** Certain information on this page has been omitted and filed separately with the signature lineSecurities and Exchange Commission. The purpose of this assignment is Confidential treatment has been requested with respect to enable the company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaseromitted portions.
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES 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 THE SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, 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 THE SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPTOBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. [Signature Page FollowsREMAINDER OF PAGE INTENTIONALLY LEFT BLANK] The In Witness Whereof, the parties hereto have executed this the Series A Preferred Stock Purchase Agreement as of the date first set forth above. SIMPLEX SOLUTIONS, INC. BY: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Title: CFO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: STEVX XXXX /s/ STEVX XXXX ---------------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto, CA 93401 ---------------------------------------- I, _____________________ , spouse of Stevx Xxxx, xxve read and hereby approve the foregoing Agreement. In consideration of the Company's granting my spouse the right to purchase the Shares as set forth in the Agreementfirst paragraph hereof. COMPANY: PURCHASERS: LendingClub Corporation Norwest Venture Partners X, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or similar interest that I may have in the Shares shall I be similarly bound by the AgreementLP by: genesis vc partners x, llc, its general partner Signature: /s/ Xxxxxx Xxxxxxxxx Signature: /s/ Xxxxxxx X. Xxxxx Print Name: Xxxxxx Xxxxxxxxx Print Name: Xxxxxxx X. Xxxxx Title: President & Ceo Title: General Partner Address: 000 Xxxxx Xxxxx Xxxx Address: 000 Xxxxxxxxxx Xxxxxx, Xxx. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx 000 Xxxxxxxxx, XX 00000 Xxxx 11 EXHIBIT Xxxx, XX 00000 Canaan VII L.P, by: Canaan Partners VII LLC Signature: /s/ Xxx X. Xxxxx Print Name: Xxx X. Xxxxx Title: Member/Manager Address: 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 [Series A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Preferred Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex SolutionsSignature Page] Xxxxxx Xxxxxxx Signature: Print Name: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Title: Address: C/o Canaan Partners VII L.P. 000 Xxxxxxxxx Xxxxxx, Inc. (the "Company") dated January 19,1999 (the "Agreement")Xxxxx 000 Xxxxxxxx, Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- XX 00000 Sagax Development Corp. Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxx Xxxxx Print Name: Xxx Xxxxx Title: President Address: 000 Xxxxxxxxxx Xxxx ------------------------------------ Spouse of Stevx Xxx Xxx, XX 00000 [Series A Preferred Stock Purchase Agreement Signature Page] ExhibitA SCHEDULE OF PURCHASERS Aggregate Name and Address Shares Purchase Price Norwest Venture Partners X, LP 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxx (xx applicable) InstructionXxxx, XX 00000 4,582,160 $ 4,880,000.40 Canaan VII L.P. 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 4,513,428 $ 4,806,800.82 Xxxxxx Xxxxxxx C/o Canaan VII L.P. 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 68,732 $ 73,199.58 Sagax Development Corp. 000 Xxxxxxxxxx Xxxx Xxx Xxx, XX 00000 182,000 $ 193,830 1 Total: please do not fill 9,346,320 $ 9,953,830.80 1 Paid for in any blanks other than Services Previously Rendered to 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 PurchaserCompany.
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Samples: Preferred Stock Purchase Agreement (LendingClub Corp)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSPREVIEW SYSTEMS, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxxxx Xxxxxxxxx --------------------------- Title: CFO ---------------------------------- CEO ------------------------- Address: 521 Xxxxxxx Xxxxxx 0000 Xxxxx XxXxxx Xxxx. Xxxxx 000 Xxxxxxxxx, XX 00000-0000 00000 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. PURCHASER: STEVX XXXX XXXXX /s/ STEVX XXXX ---------------------------------------- Xxxxxxxx Xxxxx -------------------------------- (Signature) Address: 904 000 Xxxxxxxxxx Xxxxxx Xxxxxx ---------------------------------------- Palo Alto-------------------------- Xxx Xxxxx, CA 93401 ---------------------------------------- XX 00000 -------------------------- Vesting Commencement Date: July 6, 1999 I, _____________________ Xxxx X. Xxxxx, spouse of Stevx XxxxXxxx Xxxxx, xxve have read and hereby approve the foregoing Agreement. 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 similar interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx /s/ Xxxx 11 Xxxxx -------------------------------- EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted--------- PROMISSORY NOTE --------------- $974,970.00 Cupertino, Stock Purchase Agreement between California July ___, 1999 For value received, the undersigned ("Purchaser") and Simplex Solutionspromises to pay Preview Systems, Inc. Inc., a Delaware corporation (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sellsat its principal office the principal ------- sum of $974,970.00 with interest from the date hereof at a rate of 5.32% per annum, assigns compounded semiannually, on the unpaid balance of such principal sum. Such principal and transfers unto interest shall be due and payable on July ___, 2002. If the undersigned's employment or consulting relationship with the Company is terminated prior to payment in full of this Note, this Note shall be immediately due and payable. Principal and interest are payable in lawful money of the United States of America. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT INTEREST OR PENALTY. Should suit be commenced to collect any sums due under this Note, such sum as the Court may deem reasonable shall be added hereto as attorneys' fees. The makers and endorsers have severally waived presentment for payment, protest, notice of protest, and notice of nonpayment of this Note. This Note, which is full recourse, is secured by a pledge of certain shares of Common Stock of the Company and is subject to the terms of a Pledge and Security Agreement between the undersigned and the Company of even date herewith. ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint ______________________________ Xxxx Xxxxx EXHIBIT B --------- PLEDGE AND SECURITY AGREEMENT ----------------------------- This Pledge and Security Agreement (the "Agreement") is entered into this --------- _____ day of July by and between Preview Systems, Inc., a Delaware corporation (the "Company") and Xxxx Xxxxx ("Purchaser"). ------- --------- RECITALS -------- In connection with Purchaser's purchase of certain shares of the Company's Common Stock (the "Shares") pursuant to transfer said stock a Common Stock Purchase Agreement dated ------ July ___, 1999 between Purchaser and the Company, Purchaser is delivering a promissory note of even date herewith (the "Note") in full or partial payment of ---- the exercise price for the Shares. The company requires that the Note be secured by a pledge of the Shares on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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 terms set forth in the Agreement without requiring additional signatures on the part of Purchaserbelow.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Preview Systems Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONS, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- LUIS X. XXXXXX ----------------------------------------- Title: CFO ---------------------------------- -------------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: STEVX XXXX AKI XXXXXXXX /s/ STEVX XXXX ---------------------------------------- AKI XXXXXXXX -------------------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto15220 Xxxxx Xx -------------------------------------------- Xxxxxxxx, CA 93401 ---------------------------------------- XX 00000 -------------------------------------------- I, _____________________ , spouse of Stevx XxxxAki Xxxxxxxx, xxve read and hereby approve the foregoing Agreement. 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 similar interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- -------------------------------------------- Spouse of Stevx Xxxx 11 Aki Xxxxxxxx EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 March 30, 1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ______Company______ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- ------------------------------ Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ AKI XXXXXXXX ---------------------------------------- Aki Xxxxxxxx ---------------------------------------- Spouse of Stevx Xxxx Aki Xxxxxxxx (xx applicable) Instruction: please Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the company Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONS, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Title: CFO President & CEO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: STEVX XXXX AKI XXXXXXXX /s/ STEVX XXXX ---------------------------------------- AKI XXXXXXXX ----------------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto15220 Xxxxx Xx Xxxxxxxx, CA 93401 ---------------------------------------- CA, 95070 Vesting Commencement Date: August 13, 1997 Monthly Vesting Date: the 13th day of each month I, _____________________ N/A , spouse of Stevx XxxxAki Xxxxxxxx, xxve read and hereby approve the foregoing Agreement. 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 similar interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- ----------------------------------------- Spouse of Stevx Xxxx 11 Aki Xxxxxxxx EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 _____________, 1998 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ ____(__________) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. ._______ , and does hereby irrevocably constitute and appoint appoint_____________________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- ---------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ AKI XXXXXXXX ----------------------------------------- Aki Xxxxxxxx N/A ----------------------------------------- Spouse of Stevx Xxxx Aki Xxxxxxxx (xx applicable) Instruction: please Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the company Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSBOMBARDIER SOFTWARE, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxx Xxx --------------------------- Title: CFO ---------------------------------- Chief Executive Officer ----------------------- Address: 521 Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 00000 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. PURCHASER: STEVX XXXX XXXXX XXX /s/ STEVX XXXX ---------------------------------------- Xxxxx Xxx ------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto****** Vesting Commencement Date: June 17, CA 93401 ---------------------------------------- 1997 I, _____________________ ____________, spouse of Stevx XxxxXxxxx Xxx, xxve have read and hereby approve the foregoing Agreement. 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 similar other such interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- /s/ Xxxxx Xxx ------------------------------ Spouse of Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED Xxxxx Xxx ****** Certain information on this page has been omitted and pursuant filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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 Purchaseromitted portions.
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSBOMBARDIER SOFTWARE, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxx Xxx --------------------------- Title: CFO ---------------------------------- Chief Executive Officer ----------------------- Address: 521 Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 00000 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. PURCHASER: STEVX XXXX XXXXX XXX /s/ STEVX XXXX ---------------------------------------- Xxxxx Xxx ------------------------------- (Signature) Address: 904 0000 Xxxxxxx Xxxxxx Xxxxxx ---------------------------------------- Palo AltoSan Mateo, CA 93401 ---------------------------------------- 94403 Vesting Commencement Date: June 17, 1997 I, _____________________ ____________, spouse of Stevx XxxxXxxxx Xxx, xxve have read and hereby approve the foregoing Agreement. 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 similar other such interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- /s/ Xxxxx Xxx ------------------------------ Spouse of Stevx Xxxx 11 Xxxxx Xxx ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. XXXX OF SALE Xxxxx Xxx (the "Company") dated January 19,1999 (the "AgreementTransferor"), Purchaser for good and valuable consideration, the ---------- receipt and sufficiency of which is hereby acknowledged, hereby sells, transfers, assigns and transfers unto the Company ____________ conveys to Bombardier Software, Inc. and its successors and assigns (_____) shares "Transferee"), all of the Common Stock assets listed on Attachment A hereto (the ---------- ------------ "Assets"). ------ Transferor hereby appoints Transferee the attorney in fact of the CompanyTransferor, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution on behalf of Transferee to demand and receive any of the Assets and to give receipts and releases for the same, to institute and prosecute in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse name of Stevx Xxxx (xx applicable) Instruction: please do not fill Transferor, but for the benefit of Transferee, any legal or equitable proceedings Transferee deems proper in order to enforce any blanks other than the signature line. The purpose of this assignment is to enable the company to exercise its repurchase option set forth rights in the Agreement without requiring additional signatures on Assets and to defend or compromise any legal or equitable proceedings relating to the part Assets as Transferee shall deem advisable. Transferor hereby declares that the appointment made and powers granted hereby are coupled with an interest and shall be irrevocable by Transferor. Transferor hereby agrees that Transferor and Transferor's successors and assigns will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered such further acts, documents, or instruments confirming the conveyance of Purchaser.any of the Assets to Transferee as Transferee shall reasonably deem necessary, provided that Transferee shall provide all necessary documentation to Transferor. This Xxxx of Sale is executed and delivered in, and shall be construed and enforced in accordance with the laws of the State of California, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Transferor has signed this instrument as of August 11, 1997. /s/ XXXXX XXX ------------------------------ Xxxxx Xxx, Transferor
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONS, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- --------------------------------- Title: CFO ---------------------------------- President & CEO ------------------------------ Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: STEVX XXXX LUIS XXXXXX /s/ STEVX XXXX ---------------------------------------- LUIS XXXXXX ------------------------------------ (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto21900 Xxxxxxx Xxx. Xxxxxxxxx, CA 93401 ---------------------------------------- IXX 00000 X, _____________________ __________, spouse of Stevx XxxxLuis Xxxxxx, xxve read and hereby approve the foregoing Agreement. 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 similar interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- N/A ------------------------------------ Spouse of Stevx Xxxx 11 Luis Xxxxxx EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 March 30, 1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ __(_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ ___, and does hereby irrevocably constitute and appoint ___________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- ----------------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ LUIS XXXXXX ------------------------------------- Luis Xxxxxx N/A ------------------------------------- Spouse of Stevx Xxxx Luis Xxxxxx (xx applicable) Instruction: please Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the company Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSCOMPANY: PILOT NETWORK SERVICES, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- __________________________________________ Name: ______________________________________ (print) Title: CFO ---------------------------------- ______________________________________ Address: 521 0000 Xxxxxx Xxxxxxx Xxxxxx XxxxxxxxxXxxxxxx Xxxxxxx, XX 00000-0000 Xxxxxxxxxx 00000 PURCHASER: STEVX XXXX /s/ STEVX XXXX ---------------------------------------- XXXXXXX X. XXXXXXX _______________________________________ (Signature) _______________________________________ (Print Name) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto, CA 93401 ---------------------------------------- _____________________________ _______________________________________ _______________________________________ I, _____________________ __, spouse of Stevx XxxxXxxxxxx X. Xxxxxxx, xxve have read and hereby approve the foregoing Agreementagreement. 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 bound irrevocably bound by the Agreement and further agree that any community property or similar interest that I may have in the Shares shall I hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- -------------------------------------------- Spouse of Stevx Xxxx 11 EXHIBIT Xxxxxxx X. Xxxxxxx -7- ATTACHMENT A ------------ ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED and pursuant to that certain Restricted, Early Exercise Notice and Restricted Stock Purchase Agreement between the undersigned ("Purchaser") -------- and Simplex SolutionsPilot Network Services, Inc. (the "Company") dated January 19,1999 May 20, 1998 (the ------- "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ---------- _______________________________ (________) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. ___, and hereby irrevocably appoints ____ , and does hereby irrevocably constitute and appoint __________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS ATTACHMENTS THERETO. Dated: ---------------------- _________________ Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ -------------------------------------------- Xxxxxxx X. Xxxxxxx -------------------------------------------- Spouse of Stevx Xxxx Xxxxxxx X. Xxxxxxx (xx if applicable) Instruction: please Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the company Company to exercise its repurchase option Repurchase Option set forth in the Agreement without requiring additional signatures on the part of Purchaser.. ATTACHMENT B ------------ ACKNOWLEDGMENT AND STATEMENT OF DECISION ---------------------------------------- REGARDING SECTION 83(b) ELECTION -------------------------------- The undersigned (which term includes the undersigned's spouse), a purchaser of ___________ shares of Common Stock of Pilot Network Services, Inc., a California corporation (the "Company") by exercise of an option (the "Option") ------- ------ granted pursuant to the Company's 1994 Stock Plan (the "Plan"), hereby states as ---- follows:
Appears in 1 contract
Samples: Stock Option Agreement (Pilot Network Services Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSXXXXXXXXX.XXX, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxx X. Xxxxx -------------------------------------------- Title: CFO ---------------------------------- Address: 521 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 PURCHASER: STEVX XXXX /s/ STEVX XXXX ---------------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto, CA 93401 ---------------------------------------- I, _________________________________________ Address: _______________________________________ _________________________________________________ _________________________________________________ PURCHASER: XXX XXXXX /s/ Xxx X. Xxxxx ------------------------------------------------ (Signature) Address: 0000 Xxxx Xxxx Xxxx -------------------------------------- Xxxxx Xxxx, XX 00000 --------------------------------------- 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. Vesting Commencement Date: October 1, 1997 I, Xxxxx Xxxxxxx, spouse of Stevx XxxxXxx Xxxxx, xxve have read and hereby approve the foregoing Agreement. 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 similar interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- /s/ Xxxxx Xxxxxxx ------------------ Spouse of Stevx Xxxx 11 Xxx Xxxxx EXHIBIT A --------- XXXX OF SALE ------------ Xxx Xxxxx (the "Transferor"), for good and valuable consideration, the ---------- receipt and sufficiency of which is hereby acknowledged, hereby sells, transfers, assigns and conveys to XxxxXxxxx.xxx, Inc. and its successors and assigns ("Transferee"), all of the assets listed on Attachment A hereto (the ---------- ------------ "Assets"). ------- Transferor hereby appoints Transferee the attorney in fact of Transferor, with full power of substitution on behalf of Transferee to demand and receive any of the Assets and to give receipts and releases for the same, to institute and prosecute in the name of Transferor, but for the benefit of Transferee, any legal or equitable proceedings Transferee deems proper in order to enforce any rights in the Assets and to defend or compromise any legal or equitable proceedings relating to the Assets as Transferee shall deem advisable. Transferor hereby declares that the appointment made and powers granted hereby are coupled with an interest and shall be irrevocable by Transferor. Transferor hereby agrees that Transferor and Transferor's successors and assigns will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered such further acts, documents, or instruments confirming the conveyance of any of the Assets to Transferee as Transferee shall reasonably deem necessary, provided that Transferee shall provide all necessary documentation to Transferor. This Xxxx of Sale is executed and delivered in, and shall be construed and enforced in accordance with the laws of the State of California, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Transferor has signed this instrument as of __________________, 1998. /s/ Xxx X. Xxxxx ----------------- Xxx Xxxxx ATTACHMENT A TO XXXX OF SALE ---------------------------- All rights, title and interest to the concept, idea and business of XxxxXxxxx.xxx, including, without limitation its business plan and prospects and technology. EXHIBIT B --------- ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED and pursuant to that certain Restricted, Restricted Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex SolutionsXxxxXxxxx.xxx, Inc. (the --------- "Company") dated January 19,1999 _______________, 1998 (the "Agreement"), Purchaser hereby -------- --------- sells, assigns and transfers unto the Company _________________________________ (________) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. ____, and hereby irrevocably constitutes and appoints ___ , and does hereby irrevocably constitute and appoint ______________________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- 6/29/98 -------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Xxx X. Xxxxx --------------------------------------- Xxx Xxxxx /s/ Xxxxx Xxxxxxx --------------------------------------- Spouse of Stevx Xxxx Xxx Xxxxx (xx if applicable) Instruction: please Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the company Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser.. EXHIBIT C --------- ACKNOWLEDGMENT AND STATEMENT OF DECISION ----------------------------------------- REGARDING SECTION 83(B) ELECTION -------------------------------- The undersigned has entered a stock purchase agreement with XxxxXxxxx.xxx, Inc., a Delaware corporation (the "Company"), pursuant to which the undersigned ------- is purchasing 975,000 shares of Common Stock of the Company (the "Shares"). In ------ connection with the purchase of the Shares, the undersigned hereby represents as follows:
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Drugstore Com Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSPACIFIC DIGITAL MEDIA, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxxxx Xxxx -------------------------------- Title: CFO ---------------------------------- Chairman of Board ----------------------------- Address: 521 Xxxxxxx 000 Xxxxx Xxxxxx XxxxxxxxxMountain View, XX 00000-0000 CA 94043 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. PURCHASER: STEVX XXXXXXX X. XXXX /s/ STEVX XXXX ---------------------------------------- Xxxxxxx Xxxx ------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto00 Xxxxxxxx Xxxxx Xxxx Xxxx, CA 93401 ---------------------------------------- XX 00000 Vesting Commencement Date: August 1, 1997 I, _____________________ Xxxxx X. Xxxx, spouse of Stevx Xxxxxxx X. Xxxx, xxve have read and hereby approve the foregoing Agreement. 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 similar other such interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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.
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF OR CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 2510024100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSCOMPANY: NATIONAL QUALITY CARE, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Rxxxxx Xxxx, M.D. --------------------------------------- Name: Rxxxxx Xxxx, M.D. Title: CFO ---------------------------------- Secretary Address: 521 9000 Xxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx Xxxxxx XxxxxxxxxXxxxx, XX 0000000000 Telecopier No.: (000) 000-0000 PURCHASER: STEVX XXXX By: /s/ STEVX XXXX ---------------------------------------- (Signature) Lxxxxxxx Xxxxxxxxxx, M.d. --------------------------------------- Lxxxxxxx Xxxxxxxxxx, M.D. Address: 904 600 X. Xxxxxxx Xxxxxx Xxxxxx ---------------------------------------- Palo AltoXxxxxxx Xxxxx, CA 93401 ---------------------------------------- I, _____________________ , spouse of Stevx Xxxx, xxve read and hereby approve the foregoing Agreement. 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 similar interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorneyXX 00000 Telecopier No.: (000) 000-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx Xxxx 11 0000 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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.--------- UNSECURED CONVERTIBLE PROMISSORY NOTE
Appears in 1 contract
Samples: Securities Purchase Agreement (National Quality Care Inc)
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSBOMBARDIER SOFTWARE, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxx Xxx -------------------------- Title: CFO ---------------------------------- Chief Executive Officer ----------------------- Address: 521 Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 00000 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. PURCHASER: STEVX XXXX XXXXX XXXXX /s/ STEVX XXXX ---------------------------------------- Xxxxx Xxxxx ------------------------------ (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto, CA 93401 ---------------------------------------- I, _____________________ , spouse of Stevx Xxxx, xxve read and hereby approve the foregoing Agreement. 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 similar interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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.:
Appears in 1 contract
California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSXXXXXXX.XXX, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxx Xxxxx --------------------------- Title: CFO ---------------------------------- Chief Financial Officer ------------------------ Address: 521 Xxxxxxx 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000-0000 00000 PURCHASER 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 PETCO, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR PETCO'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: STEVX XXXX Xxxxxxx Xxxxxxx /s/ STEVX XXXX ---------------------------------------- Xxxxxxx Xxxxxxx -------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto00000 Xxxxxxx Xxxxx Xxxxx, CA 93401 ---------------------------------------- XX 00000 I, _____________________ Xxxxxx Xxxxxxx, spouse of Stevx XxxxXxxxxxx Xxxxxxx, xxve have read and hereby approve the foregoing Agreement. 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 similar other such interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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.
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California Corporate Securities Law. THE SALE OF THE SECURITIES ----------------------------------- 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 THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE 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 THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. [Signature Page Follows] The parties have executed this Agreement as of the date first set forth above. SIMPLEX SOLUTIONSXXXXXXX.XXX, INC. BYBy: /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Xxxxx Xxxxx ------------------------------------ Title: CFO ---------------------------------- Chief Financial Officer --------------------------------- Address: 521 Xxxxxxx 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 PURCHASER 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 PETCO, NOR SHALL IT INTERFERE IN ANY WAY WITH PURCHASER'S RIGHT OR PETCO'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE. PURCHASER: Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx -------------------------------- (Signature) Address: X.X. Xxx 0000 Xxxxxx Xxxxx Xx, XX 00000-0000 PURCHASER: STEVX XXXX /s/ STEVX XXXX ---------------------------------------- (Signature) Address: 904 Xxxxxx Xxxxxx ---------------------------------------- Palo Alto, CA 93401 ---------------------------------------- I, _____________________ Xxxxxx X. Xxxxxx, spouse of Stevx XxxxXxxxx Xxxxxx, xxve have read and hereby approve the foregoing Agreement. 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 similar other such interest that I may have in the Shares shall I be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ---------------------------------------- Spouse of Stevx Xxxx 11 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted, Stock Purchase Agreement between the undersigned ("Purchaser") and Simplex Solutions, Inc. (the "Company") dated January 19,1999 (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the Company ____________ (_____) shares of the Common Stock of the Company, standing in Purchaser's name on the books of the Company and represented by Certificate No. _______ , and does hereby irrevocably constitute and appoint _________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ---------------------- Signature: /s/ STEVX XXXX ------------------------------------ Stevx Xxxx ------------------------------------ Spouse of Stevx Xxxx (xx applicable) 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.
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