EXHIBIT 10.16
RESTRICTED STOCK PURCHASE AGREEMENT
(FOR PURCHASES PAID FOR WITH CASH)
This Agreement is made and entered into as of July 31, 1996 (the "Effective
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Date") between AT HOME CORPORATION, a Delaware corporation (the "Company"), and
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III ("Purchaser").
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RECITALS
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A. Purchaser possesses sufficient business and financial experience,
and/or sufficient knowledge of and/or relationship to the Company and its
management, as to enable the Company to lawfully issue shares of its Common
Stock to Purchaser without the need for registration or qualification of such
shares under the Securities Act of 1933, as amended, and all applicable state
"blue sky" laws.
B. The Company desires to sell to Purchaser, and Purchaser desires to
purchase from the Company, the shares of the Company's Series A Common Stock.
NOW, THEREFORE, the parties agree as follows:
1. PURCHASE OF SHARES. On the Effective Date and subject to the terms
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and conditions of this Agreement, Purchaser hereby purchases from the Company,
and Company hereby sells to Purchaser, an aggregate of 200,000 shares of the
Company's Series A Common Stock, $0.01 par value (the "Shares") at an aggregate
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purchase price of $20,000.00 (the "Purchase Price") or $0.10 per Share (the
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"Purchase Price Per Share"). As used in this Agreement, the term "Shares"
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refers to the Shares purchased under this Agreement and includes all securities
received (a) in replacement of the Shares, (b) as a result of stock dividends or
stock splits in respect of the Shares, and (c) in replacement of the Shares in a
recapitalization, merger, reorganization or the like.
2. PAYMENT OF PURCHASE PRICE; CLOSING.
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(A) DELIVERIES BY PURCHASER. Purchaser hereby delivers to the
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Company (i) a check made out to the order of the Company in an amount equal to
$20,000.00 in payment of the aggregate Purchase Price of the Shares, a copy of
which is attached hereto as Exhibit 1, and (ii) two (2) copies of a blank Stock
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Power and Assignment Separate from Stock Certificate in the form of Exhibit 2
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attached hereto (the "Stock Powers") duly executed by Purchaser and (if
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applicable) Purchaser's spouse.
(B) DELIVERIES BY THE COMPANY. Upon its receipt of the entire
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Purchase Price and all the documents to be executed and delivered by Purchaser
to the Company under Section 2(a), the Company will issue a duly executed stock
certificate evidencing the Shares in the name of Purchaser, with such
certificate to be placed in escrow as provided in Section 7 until expiration or
termination of the Right of First Refusal described in Section 5.
3. REPRESENTATIONS AND WARRANTS OF PURCHASER. Purchaser represents and
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warrants to the Company that:
(A) PURCHASE FOR OWN ACCOUNT FOR INVESTMENT. Purchaser is purchasing
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the Shares for Purchaser's own account for investment purposes only and not with
a view to, or for sale in connection with, a distribution of the Shares within
the meaning of the Securities Act of 1933, as amended (the "1933 Act").
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Purchaser has no present intention of selling or otherwise disposing of all or
any portion of the Shares and no one other than Purchaser has any beneficial
ownership of any of the Shares.
(B) ACCESS TO INFORMATION. Purchaser has had access to all
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information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably considers
important in making the decision to purchase the Shares, and Purchaser has had
ample opportunity to ask questions of the Company's representatives concerning
such matters and this investment.
(C) UNDERSTANDING OF RISKS. Purchaser is fully aware of: (i) the
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highly speculative nature of the investment in the Shares; (ii) the financial
hazards involved; (iii) the lack of liquidity of the Shares and the restrictions
on transferability of the Shares (e.g., that Purchaser may not be able to sell
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or dispose of the Shares or use them as collateral for loans); (iv) the
qualifications and backgrounds of the management of the Company; and (v) the tax
consequences of investment in the Shares.
(D) PURCHASER'S QUALIFICATIONS. Purchaser has a preexisting personal
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or business relationship with the Company and/or certain of its officers and/or
directors of a nature and duration sufficient to make Purchaser aware of the
character, business acumen and general business and financial circumstances of
the Company and/or such officers and directors. By reason of Purchaser's
business or financial experience, Purchaser is capable of evaluating the merits
and risks of this investment, has the ability to protect Purchaser's own
interests in this transaction and is financially capable of bearing a total loss
of this investment.
(E) NO GENERAL SOLICITATION. At no time was Purchaser presented with
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or solicited by any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertising or solicitation in connection
with the offer, sale and purchase of the Shares.
(F) COMPLIANCE WITH SECURITIES LAWS. Purchaser understands and
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acknowledges that, in reliance upon the representations and warranties made by
Purchaser herein, the Shares are not being registered with the Securities and
Exchange Commission ("SEC") under the 1933 Act or being qualified under the
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California Corporate Securities Law of 1968, as amended (the "Law"), but instead
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are being issued under an exemption or exemptions from the registration and
qualification requirements of the 1933 Act and the Law or other applicable state
securities laws which may impose certain restrictions on Purchaser's ability to
transfer the Shares.
(G) RESTRICTIONS ON TRANSFER. Purchaser acknowledges and agrees that
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the Company, in its discretion, may elect to issue the Shares under one or more
of several different exemptions from the registration and qualification
requirements of the 1933 Act and the Law and that Purchaser's ability to
transfer the Shares in compliance with such laws will be affected by the
Company's choice of exemption. Purchaser further understands that the Company's
choice of exemptions may not be definitively made until a later date and the
Company is entirely free in its discretion to choose which exemption or
exemptions it will rely upon to exempt the sale of Shares to Purchaser.
Purchaser understands that Purchaser may not transfer any Shares unless such
Shares are registered under the 1933 Act or qualified under the Law or unless,
in the opinion of counsel to the Company, exemptions from such registration and
qualification requirements are available. Purchaser understands that only the
Company may file a registration statement with the SEC or the California
Commissioner of Corporations and that the Company is under no obligation to do
so with respect to the Shares. Purchaser has also been advised that exemptions
from registration and qualification may not be available or may not permit
Purchaser to transfer all or any of the Shares in the amounts or at the times
proposed by Purchaser.
(H) RULE 144. Purchaser acknowledges that SEC Rule 144 promulgated
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under the 1933 Act, which permits certain limited sales of unregistered
securities, is not presently available with respect to the Shares and, in any
event, may require that the Shares be held for a minimum of two years, and in
certain cases three years, after they have been purchased and paid for (within
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the meaning of Rule 144), before they may be resold under Rule 144. Purchaser
understands that Rule 144 will remain unavailable indefinitely with respect to
transfers of the Shares so long as Purchaser remains an "affiliate"
of the Company and "current public information" about the Company (as defined in
Rule 144) is not publicly available. In addition, Purchaser understands that all
public resales of the Shares by Purchaser at a time when Purchaser is an
affiliate of the Company must comply with the provisions of Rule 144.
(I) RULE 701. If the Shares are issued pursuant to the exemption
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provided by Rule 701 promulgated under the 1933 Act, then the Shares will become
freely tradable by persons who are non-affiliates of the Company under SEC Rule
701 promulgated under the 1933 Act, subject to limited conditions regarding the
method of sale, 90 days after the first sale of common stock of the Company to
the general public pursuant to a registration statement filed with and declared
effective by the SEC, subject to any transfer restrictions imposed by applicable
state securities laws, the lengthier market standoff agreement contained in this
Agreement or any other agreement entered into by Purchaser. Under Rule 701,
affiliates must comply with the provisions (other than the holding period
requirements) of Rule 144.
(J) RULE 504. If the Company elects to issue the Shares to Purchaser
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under the exemption provided by Rule 504 of Regulation D promulgated under the
1933 Act, then the Shares should be freely tradable by non-affiliates of the
Company under the 1933 Act, subject to any transfer restrictions imposed by
applicable state securities laws, the lengthier market stand-off agreement
contained in this Agreement or any other contractual restrictions contained in
this Agreement or in any other agreement entered into by Purchaser. However,
affiliates of the Company must continue to comply with the provisions (other
than the holding period requirements) of Rule 144. As noted above, Rule 144 is
not presently available.
(K) TERMS OF PURCHASE AGREEMENT ACCEPTED. Purchaser has received a
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copy of this Agreement, has read and understands the terms of this Agreement,
and agrees to be bound by its terms and conditions. Purchaser acknowledges that
there may be adverse tax consequences upon purchase and disposition of the
Shares, and that Purchaser should consult a tax adviser prior to such purchase
or disposition.
4. MARKET STANDOFF AGREEMENT. Purchaser agrees in connection with any
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registration of the Company's securities under the 1933 Act that, upon the
request of the Company or the underwriters managing any registered public
offering of the Company's securities, Purchaser will not sell or otherwise
dispose of any Shares without the prior written consent of the Company or such
managing underwriters, as the case may be, for a period of time (not to exceed
one year) after the effective date of such registration requested by such
managing underwriters and subject to all restrictions as the Company or the
managing underwriters may specify for employee-shareholders generally.
5. RIGHT OF FIRST REFUSAL. Before any Shares held by Purchaser or any
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transferee of such Shares (either being sometimes referred to herein as the
"Holder") may be sold or otherwise transferred (including without limitation a
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transfer by gift or operation of law), the Company and/or its assignee(s) will
have a right of first refusal to purchase the Shares to be sold or transferred
(the "Offered Shares") on the terms and conditions set forth in this Section
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(the "Right of First Refusal").
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(A) NOTICE OF PROPOSED TRANSFER. The Holder of the Shares will
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deliver to the Company a written notice (the "Notice") stating: (i) the
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Holder's bona fide intention to sell or otherwise transfer the Offered Shares;
(ii) the name, address and phone/fax number of each proposed purchaser or other
transferee ("Proposed Transferee"); (iii) the number of Offered Shares to be
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transferred to each Proposed Transferee; (iv) the bona fide cash price or other
consideration for which the Holder proposes to transfer the Offered Shares (the
"Offered Price") and (unless waived by the Company) a brief written explanation,
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signed by the Holder and the Proposed Transferee, of how the Offered Price was
arrived at; and (v) that the Holder will offer to sell the Offered Shares to the
Company and/or its assignee(s) at the Offered Price as provided in this Section.
A true and correct copy of the Proposed Transferee's bona fide offer shall be
provided to the Company together with the Notice.
(B) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within sixty
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(60) days after the date of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all (but not less than
all) of the Offered Shares proposed to be transferred to any one or more of the
Proposed Transferees named in the Notice, at the purchase price determined in
accordance with subsection (c) below.
(C) PURCHASE PRICE. The purchase price for the Offered Shares
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purchased under this Section will be the Offered Price. If the Offered Price
includes consideration other than cash, then the value of the non-cash
consideration as determined in good faith by the Company's Board of Directors
will conclusively be deemed to be the cash equivalent value of such non-cash
consideration.
(D) PAYMENT. Payment of the purchase price for Offered Shares will
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be payable, at the option of the Company and/or its assignee(s) (as applicable),
by check or by cancellation of all or a portion of any outstanding indebtedness
of the Holder to the Company (or to such assignee, in the case of a purchase of
Offered Shares by such assignee) or by any combination thereof. The purchase
price will be paid without interest within sixty (60) days after the Company's
receipt of the Notice, or, at the option of the Company and/or its assignee(s),
in the manner and at the time(s) set forth in the Notice.
(E) HOLDER'S RIGHT TO TRANSFER. If all of the Offered Shares
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proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer such Offered Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that
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such sale or other transfer is consummated within 120 days after the date of
the Notice, and provided further, that: (i) any such sale or other transfer is
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effected in compliance with all applicable securities laws; and (ii) the
Proposed Transferee agrees in writing that the provisions of this Section will
continue to apply to the Offered Shares in the hands of such Proposed
Transferee. If the Offered Shares described in the Notice are not transferred to
the Proposed Transferee within such 120 day period, then a new Notice must be
given to the Company, and the Company will again be offered the Right of First
Refusal before any Shares held by the Holder may be sold or otherwise
transferred.
(F) EXEMPT TRANSFERS. Notwithstanding anything to the contrary in
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this Section, the following transfers of Shares will be exempt from the Right of
First Refusal: (i) the transfer of any or all of the Shares during Purchaser's
lifetime by gift or on Purchaser's death by will or intestacy to Purchaser's
"immediate family" (as defined below) or to a trust for the benefit of Purchaser
or Purchaser's immediate family, provided that each transferee or other
recipient agrees in a writing satisfactory to the Company that the provisions of
this Section will continue to apply to the transferred Shares in the hands of
such transferee or other recipient; (ii) any transfer of Shares made pursuant to
a statutory merger or statutory consolidation of the Company with or into
another corporation or corporations (except that the Right of First Refusal will
continue to apply thereafter to such Shares, in which case the surviving
corporation of such merger or consolidation shall succeed to the rights or the
Company under this Section unless the agreement of merger or consolidation
expressly otherwise provides); (iii) any transfer of Shares pursuant to the
winding up and dissolution of the Company; or (iv) any transfer of Shares made
in accordance with this Section 5. As used herein, the term "immediate family"
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will mean Purchaser's spouse, lineal descendant or antecedent, father, mother,
brother or sister, adopted child or grandchild, or the spouse of any child,
adopted child, grandchild or adopted grandchild of Purchaser.
(G) TERMINATION OF RIGHT OF FIRST REFUSAL. The Right of First
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Refusal will terminate as to all Shares on the effective date of the first sale
of common stock of the Company to the general public pursuant to a registration
statement filed with and declared effective by the SEC under the 1933 Act (other
than a registration statement relating solely to the issuance of common stock
pursuant to a business combination or an employee incentive or benefit plan).
(H) ENCUMBRANCES ON SHARES. Purchaser may ▇▇▇▇▇ ▇ ▇▇▇▇ or security
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interest in, or pledge, hypothecate or encumber Shares only if the Company or
its successors and assigns do not hold a lien or security interest in such
shares and only if each party to whom such lien or security interest is granted,
or to whom such pledge, hypothecation or other encumbrance is made, agrees in a
writing satisfactory to the Company that: (i) such lien, security interest,
pledge, hypothecation or encumbrance will not apply to such Shares after they
are acquired by the Company and/or its assignees under this Section; and (ii)
the provisions of this Section will continue to apply to such Shares in the
hands of such party and any transferee of such party.
6. RIGHTS AS SHAREHOLDER. Subject to the terms and conditions of this
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Agreement, Purchaser will have all of the rights of a shareholder of the Company
with respect to the Shares from and after the date that Purchaser delivers
payment of the Purchase Price until such time as Purchaser disposes of the
Shares or the Company and/or its assignee(s) exercise(s) the Right of First
Refusal. Upon an exercise of the Right of First Refusal, Purchaser will have no
further rights as a holder of the Shares so purchased upon such exercise, except
the right to receive payment for the Shares so purchased in accordance with the
provisions of this Agreement, and Purchaser will promptly surrender the stock
certificate(s) evidencing the Shares so purchased to the Company for transfer or
cancellation.
7. ESCROW. As security for Purchaser's faithful performance of this
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Agreement, Purchaser agrees, immediately upon receipt of the stock
certificate(s) evidencing the Shares, to deliver such certificate(s), together
with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any
(with the date and number of Shares left blank), to the Secretary of the Company
or other designee of the Company ("Escrow Holder"), who is hereby appointed to
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hold such certificate(s) and Stock Powers in escrow and to take all such actions
and to effectuate all such transfers and/or releases of such Shares as are in
accordance with the terms of this Agreement. Purchaser and the Company agree
that Escrow Holder will not be liable to any party to this Agreement (or to any
other party) for any actions or omissions unless Escrow Holder is grossly
negligent or intentionally fraudulent in carrying out the duties of Escrow
Holder under this Section. Escrow Holder may rely upon any letter, notice or
other document executed by any signature purported to be genuine and may rely on
the advice of counsel and obey any order of any court with respect to the
transactions contemplated by this Agreement. The Shares will be released from
escrow upon termination of the Right of First Refusal.
8. TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER
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ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF
THE SHARES. PURCHASER REPRESENTS THAT PURCHASER HAS CONSULTED WITH ANY TAX
ADVISER PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION
OF THE SHARES AND THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX
ADVICE.
9. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.
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(A) LEGENDS. Purchaser understands and agrees that the Company will
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place the legends set forth below or similar legends on any stock certificate(s)
evidencing the Shares, together with any other legends that may be required by
state or federal securities laws, the Company's Certificate of Incorporation or
Bylaws, any other agreement between Purchaser and the Company or any agreement
between Purchaser and any third party:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
A STATEMENT OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
GRANTED TO OR IMPOSED UPON EACH CLASS OR SERIES OF AUTHORIZED SHARES
OF THE COMPANY MAY BE OBTAINED UPON REQUEST AND WITHOUT CHARGES, FROM
THE COMPANY'S SECRETARY AT THE COMPANY'S PRINCIPAL OFFICES.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, IRREVOCABLE PROXY AND
VOTING PROVISIONS, AND A RIGHT OF FIRST REFUSAL OPTION HELD BY THE
ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A RESTRICTED STOCK
PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER. SUCH PUBLIC RESALE AND TRANSFER RESTRICTIONS, IRREVOCABLE
PROXY AND VOTING PROVISIONS, AND RIGHT OF FIRST REFUSAL OPTION ARE
BINDING ON TRANSFEREES OF THESE SHARES.
(B) STOP-TRANSFER INSTRUCTIONS. Purchaser agrees that, in order to
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ensure compliance with the restrictions imposed by this Agreement, the Company
may issue appropriate "stop-transfer" instructions to its transfer agent, if
any, and if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
(C) REFUSAL TO TRANSFER. The Company will not be required (i) to
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transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares, or to accord the right to vote or pay dividends, to any
purchaser or other transferee to whom such Shares have been so transferred.
10. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
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the Shares will be subject to and conditioned upon compliance by the Company and
Purchaser with all applicable state and federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system
on which the Company's common stock may be listed or quoted at the time of such
issuance or transfer.
11. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
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under this Agreement, including its rights to repurchase Shares under the Right
of First Refusal. This Agreement will be binding upon and inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on
transfer herein set forth, this Agreement will be binding upon Purchaser and
Purchaser's heirs, executors, administrators, successors and assigns.
12. GOVERNING LAW; SEVERABILITY. This Agreement will be governed by and
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construed in accordance with the internal laws of the State of California,
excluding that body of laws pertaining to conflict of laws. If any provision of
this Agreement is determined by a court of law to be illegal or unenforceable,
then such provision will be enforced to the maximum extent possible and the
other provisions will remain fully effective and enforceable.
13. NOTICES. Any notice required or permitted hereunder will be given in
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writing and will be deemed effectively given upon personal delivery, three (3)
days after deposit in the United States mail by
certified or registered mail (return receipt requested), one (1) business day
after its deposit with any return receipt express courier (prepaid), or one (1)
business day after transmission by facsimile, addressed to the other party at
its address (or facsimile number, in the case of transmission by facsimile) as
shown below its signature to this Agreement, or to such other address as such
party may designate in writing from time to time to the other party.
14. FURTHER INSTRUMENTS. The parties agree to execute such further
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instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
15. HEADINGS. The captions and headings of this Agreement are included
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for ease of reference only and will be disregarded in interpreting or construing
this Agreement. All references herein to Sections will refer to Sections of
this Agreement.
16. ENTIRE AGREEMENT. This Agreement, together with all its Exhibits,
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constitutes the entire agreement and understanding of the parties with respect
to the subject matter of this Agreement, and supersedes all prior understandings
and agreements, whether oral or written, between the parties hereto with respect
to the specific subject matter hereof.
17. FINANCIAL STATEMENTS. The Company shall provide fiscal year end
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financial statements to Purchaser on an annual basis at such times as they are
available for distribution to stockholders.
18. VOTING AGREEMENT. In consideration of the sale of the Shares by the
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Company to Purchaser, Purchaser hereby agrees that, with respect to any matter
upon which the separate vote of the holders of the Company's Series A Common
Stock is required under Section 242(b) of the Delaware General Corporation Law
prior to the closing of the Company's initial public offering of Series A Common
Stock pursuant to a registration statement filed with and declared effective by
the SEC (the "Company IPO"), Purchaser will cast all votes attributable to
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Purchaser's Shares in the same proportion as the holders of the Company's
outstanding shares of Convertible Preferred Stock designated in the Certificate
of Incorporation of the Company (the "Convertible Preferred Stock") cast their
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votes upon such matter, or, if there are no such shares of Convertible Preferred
Stock outstanding, in the same manner as the holders of the Company's
outstanding shares of Series B Common Stock cast their votes upon such matter.
Purchaser hereby irrevocably appoints the Secretary of the Company, or any other
person designated by the Secretary of the Company, to act as Purchaser's proxy
until the Company IPO to cast all votes attributable to Purchaser's Shares as
specified in this Section. The obligations of this Section shall be binding on
any transferee to whom the Shares are transferred by Purchaser or any subsequent
transferee. As a condition of any transfer of the Shares prior to the Company
IPO, Purchaser shall require any transferee, and any such transferee shall
require its transferee, to agree to be bound by the provisions of this Section
in the same manner as Purchaser is bound.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
duplicate by its duly authorized representative and Purchaser has executed this
Agreement in duplicate, as of the Effective Date.
AT HOME CORPORATION PURCHASER
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Title:______________________
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LIST OF EXHIBITS
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Exhibit 1: Purchaser's check in the amount of $20,000.00 in payment of the
Purchase Price of the Shares
Exhibit 2: Stock Power and Assignment Separate from Stock Certificate
____________________________________
Continued from the previous page
EXHIBIT 1
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COPY OF PURCHASER'S CHECK
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EXHIBIT 2
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STOCK POWER AND ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Stock Purchase Agreement
dated as of July 31, 1996, (the "Agreement"), the undersigned hereby sells,
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assigns and transfers unto _____________________, ______________ shares of the
Series A Common Stock of AT HOME CORPORATION, a Delaware corporation (the
"Company"), standing in the undersigned's name on the books of the Company
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represented by Certificate No(s). _____ delivered herewith, and does hereby
irrevocably constitute and appoint the Secretary of the Company as the
undersigned's attorney-in-fact, with full power of substitution, to transfer
said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS
AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO.
Dated: ____________, 199___
PURCHASER
________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
________________________________
(Purchaser's Spouse)
INSTRUCTION: Please do not fill in any blanks other than the signature line.
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The purpose of this Stock Power and Assignment is to enable the Company and/or
its assigns to exercise its "Right of First Refusal" set forth in the Agreement
without requiring additional signatures on the part of the Purchaser.