Exhibit 10(m)
Unit Purchase and Debt Payment Agreement
Agreement (the "Agreement") made this 31 day of August, 1996, by and
between CE Distributing, Inc., an Iowa corporation (the "Seller"), 4 Sight Inc.,
a Delaware corporation (the "Buyer"), 4-Sight plc, a United Kingdom public
limited company (the "Guarantor") relating to the sale by Seller to Buyer of
units ("Units") of interest in 4-Sight, L.C., (formerly known as CommForce,
L.C.) an Iowa limited liability company ("4-Sight, L.C."), and the terms for
payment and collateralization of indebtedness (the "Debt" as defined below) of
Buyer to Seller and the terms of service to be provided by CE Software, Inc., an
Iowa corporation ("CE Software") affiliated with Seller.
1. AGREEMENT TO SELL. Seller agrees to sell to Buyer Nine Hundred
Ninety-nine (999) Units of the one thousand (1,000) Units owned by Seller, on
the terms and conditions herein stated.
2. AGREEMENT TO BUY. Buyer agrees to buy the Units from Seller on the terms
and conditions hereinafter stated.
3. GUARANTY. Guarantor agrees to guaranty the Debt of Buyer represented by the
Note (as hereinafter defined) on the terms and conditions set forth in the form
of Guaranty attached hereto as Exhibit A.
4. PURCHASE PRICE. The Purchase Price of the Units shall consist of a Cash
Purchase Price of two hundred fifty thousand dollars ($250,000) and the
assumption of the Debt (as defined herein). Buyer shall pay the Cash Purchase
Price to Seller by certified or bank cashier's check (or other means acceptable
to Seller) on the Closing Date (as hereinafter defined). In addition, 4 Sight
Inc. is assuming the indebtedness of 4-Sight, L.C. to Seller in an amount which,
as of August 31, 1996 equals one million four hundred one thousand dollars
($1,401,000), and which, as adjusted for interest, accruals, additional
advances and payments to the Closing Date (as hereinafter defined) is herein
referenced as the "Debt".
5. DEBT REPAYMENT. On the Closing Date, Buyer will pay to Seller, by certified
or bank cashier's check (or other means acceptable to Seller) one-third of the
Debt and deliver to Seller 4 Sight Inc.'s promissory note (the "Note") in the
form of Exhibit B attached hereto for the balance of the Debt, payable in two
equal installments on December 31, 1996 and March 31, 1997, together with
interest thereon as set forth in the Note.
6. INDEMNIFICATION. CE Software and CE Software Holdings, Inc., a Delaware
corporation, the parent corporation of CE Software and Seller, have, from time
to time, guaranteed the obligations of Buyer and of its employees (e.g.
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Exhibit 10(m)
car leases and credit cards). Buyer agrees to fully indemnify CE Software and
CE Software Holdings, Inc., or any officer, director or employee of either, for
any and all actions, suits, proceedings, complaints, claims, demands,
injunctions, judgments, orders, decrees, damages, penalties, costs, amounts paid
in settlement, liabilities, obligations, expenses, and fees, including court
costs and attorneys' fees and expenses, resulting from, arising out of, or
relating to any such guaranty.
7. PLEDGE. On the Closing Date, Seller will sign and deliver to the Buyer an
assignment (the "Assignment") assigning ownership of the Units to the Buyer and
Buyer will then immediately pledge the Units and the Assignment to Seller as
collateral for the obligations set forth herein and in the Note, pursuant to the
terms of the Pledge Agreement in the form of Exhibit C attached hereto.
8. REPRESENTATIONS OF SELLER. Seller represents that it has, and on the
Closing Date will have, good title to the Units, free and clear of all liens
and encumbrances.
9. REPRESENTATIONS OF BUYER. Buyer represents that it is acquiring the Units
for purposes of investment and not with a view to the distribution thereof; and
that it is fully knowledgeable concerning the condition and affairs of 4-Sight,
L.C.
10. CLOSING DATE. The Closing Date shall be the 31st day of August, 1996, or
on such other date and time as the parties hereto may agree in writing, and is
to be effective as of July 1, 1996.
11. CONTINUED SERVICES. Seller or its affiliates shall continue to provide
production, shipping and accounting services to 4-Sight, L.C. of the same
nature provided on the date hereof, and allow 4-Sight, L.C. to use Seller's
Aurum facilities (or equivalent) for production, phone system connection, ISDN,
Internet access and help desk. Buyer will pay fees for such services to Seller
at the level currently agreed. Either party may terminate the arrangements for
services described in this paragraph by giving the other party ninety (90) days
notice of termination. The fee arrangement for such services may be changed
upon ninety (90) days notice of termination. The fee arrangement for such
services may only be changed upon ninety (90) days notice to the other party.
12. WAIVER OF BUY-SELL AGREEMENT RIGHTS. Seller, Buyer, and Guarantor,
comprising all the members of 4-Sight, L.C. on behalf of themselves and on
behalf of 4-Sight, L.C. and 4-Sight, L.C.'s managers hereby waive all
requirements of timely notice of change of ownership in 4-Sight, L.C., waive all
rights to purchase the Units pursuant to the Buy-Sell Agreement between the
members of 4-Sight, L.C., waive any right or requirement to valuation of the
Units, waive all requirements that the managers of 4-Sight, L.C. approve of such
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Exhibit 10(m)
transfer of ownership, and accepts that in all other respects this transfer of
Units satisfies the requirements of the Member Buy-Sell Agreement dated November
12, 1992 among the Seller and Guarantor and to which Buyer became a party on
June 29, 1995.
13. SEPARATE SIGNATURES. This document may be executed on separate signature
pages by the parties and the separate signatures of all the parties shall be
considered complete execution of the Agreement.
14. MISCELLANEOUS. This Agreement is governed by the laws of the State of
Iowa. Each party consents to the jurisdiction of the state and federal courts
of the State of Iowa with respect to any litigation relating to the Agreement.
All parties waive trial by jury in any proceeding relating to this Agreement.
Each party waives any right to receive punitive or compensatory damages based on
an action for breach of this Agreement. No party to this Agreement may assign
this Agreement without the written consent of each other party, which consent
shall not be unreasonably withheld. No assignment shall relieve the assigning
party of liability for its obligations under the Agreement. This Agreement may
be amended or modified only by an instrument in writing signed by all parties.
4-Sight plc, Guarantor 4 Sight Inc., Buyer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇. ▇▇▇▇▇▇
By: __________________________ By: ________________________
CE Software, Inc. CE Distributing, Inc., Seller
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________ By: ________________________
With concurrence and approval by the Managers of 4-Sight, L.C.:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________ By: _________________________
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇
By: _________________________ By: _________________________
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