EXHIBIT 10.09
RESTRICTED STOCK PURCHASE AGREEMENT
This Agreement is made and entered into as of December 22, 1999 (the
"Effective Date") by and between Chain Link Technologies, Inc. (the "Company"),
a Delaware corporation, and ▇▇▇▇▇ Plug (the "Purchaser").
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 Thirty Thousand (30,000)
shares of the Company's Common Stock, $0.001 par value per share (the "Shares")
at an aggregate purchase price of Thirty Thousand Dollars ($30,000.00) (the
"Purchase Price") or One Dollar ($1.00) per Share (the "Purchase Price Per
Share"). As used in this Agreement, the term "Shares" refers to the Shares
purchased under this Agreement and includes all securities received (i) in
replacement of the Shares, (ii) as a result of stock dividends or stock splits
with respect to the Shares, and (iii) in replacement of the Shares in a merger,
recapitalization, reorganization or similar corporate transaction.
2. PAYMENT OF PURCHASE PRICE; CLOSING.
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2.1 Deliveries by Purchaser. Purchaser hereby delivers to the
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Company: (i) a duly executed copy of this Agreement, (ii) two (2) copies of a
blank Stock Power and Assignment Separate from Stock Certificate in the form of
Exhibit 1 attached hereto (the "Stock Powers"), both executed by Purchaser (and
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Purchaser's spouse, if any), (iii) if Purchaser is married, a Spouse Consent in
the form of Exhibit 2 attached hereto (the "Spouse Consent") duly executed by
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Purchaser's spouse, and (iv) payment of the Purchase Price in cash, by check, a
copy of which is attached hereto as Exhibit 3.
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2.2 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 2.1, the Company will issue a duly executed stock
certificate evidencing the Shares in the name of Purchaser, registered in
Purchaser's name in accordance with Section 13, with such certificate to be
placed in escrow as provided in Section 7 until expiration or termination of the
Company's Right of First Refusal described in Section 5.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
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warrants to the Company that:
3.1 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").
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.
3.2 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
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Shares, and Purchaser has had ample opportunity to ask questions of the
Company's representatives concerning such matters and this investment.
3.3 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.
3.4 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.
3.5 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.
3.6 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
California Corporate Securities Law of 1968, as amended (the "Law"), but instead
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 impose certain restrictions on Purchaser's ability to
transfer the Shares.
3.7 Restrictions on Transfer. Purchaser understands that Purchaser
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may not transfer any Shares unless such Shares are registered under the 1933 Act
and qualified under the Law or other applicable state securities laws 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 or other applicable state securities commissioners
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.
3.8 Rule 144. In addition, Purchaser has been advised that SEC Rule
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144 promulgated 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, requires that the Shares be held for a minimum of one (1)
year, and in certain cases two (2) years, after they have been purchased and
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paid for (within the meaning of Rule 144), before they may be resold under Rule
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144. Purchaser understands that Rule 144 may indefinitely restrict transfer of
the Shares so long
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as Purchaser remains an "affiliate" of the Company and "current public
information" about the Company (as defined in Rule 144) is not publicly
available.
4. COMPLIANCE WITH CALIFORNIA SECURITIES LAWS. THE SALE OF THE
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SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT, IF NOT YET QUALIFIED WITH THE
CALIFORNIA COMMISSIONER OF CORPORATIONS AND NOT EXEMPT FROM SUCH QUALIFICATION,
IS SUBJECT TO SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE
RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL UNLESS THE SALE IS EXEMPT. THE RIGHTS OF THE PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION
BEING AVAILABLE.
5. RIGHT OF FIRST REFUSAL. Shares may not be sold or otherwise
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transferred by Purchaser without the Company's prior written consent. Before
any Shares held by Purchaser or any transferee of such Shares (either sometimes
referred to herein as the "Holder") may be sold or otherwise transferred
(including without limitation a 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 (the "Right of First Refusal").
5.1 Notice of Proposed Transfer. The Holder of the Offered Shares
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will deliver to the Company a written notice (the "Notice") stating: (i) the
Holder's bona fide intention to sell or otherwise transfer the Offered Shares;
(ii) the name and address of each proposed purchaser or other transferee (the
"Proposed Transferee"); (iii) the number of Offered Shares to be 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 (v) that the Holder acknowledges this Notice is an offer to sell
the Offered Shares to the Company and/or its assignee(s) pursuant to the
Company's Right of First Refusal at the Offered Price as provided for in this
Agreement.
5.2 Exercise of Right of First Refusal. At any time within thirty
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(30) 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 (or, with the
consent of the Holder, less than all) 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 6.3 below.
5.3 Purchase Price. The purchase price for the Offered Shares
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purchased under this Section will be the Offered Price, provided that if the
Offered Price consists of no legal consideration (as, for example, in the case
of a transfer by gift), the purchase price will be the fair market value of the
Offered Shares as determined in good faith by the Company's Board of Directors.
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.
5.4 Payment. Payment of the purchase price for the Offered Shares
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will 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 owed by the Holder to the Company (or to such assignee, in the case
of a purchase of Offered Shares by such assignee) or
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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.
5.5 Holder's Right to Transfer. If Holder has not consented to the
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purchase of less than all of the Offered Shares proposed in the Notice to be
transferred to a given Proposed Transferee by the Company and/or its assignee(s)
as provided in this Section, then the Holder may sell or otherwise transfer all
such Offered Shares to each Proposed Transferee at the Offered Price or at a
higher price (and if Holder consented to the purchase of less than all the
Offered Shares proposed in the Notice to be transferred to a given Proposed
Transferee by the Company and/or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer any remaining Offered Shares to
each Proposed Transferee at the Offered Price or at a higher price), provided
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that (i) such sale or other transfer is consummated within one hundred twenty
(120) days after the date of the Notice, (ii) any such sale or other transfer is
effected in compliance with all applicable securities laws, and (iii) each
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 each Proposed Transferee within such one hundred twenty (120) day period,
then a new Notice must be given to the Company, pursuant to which the Company
will again be offered the Right of First Refusal before any Shares held by the
Holder may be sold or otherwise transferred.
5.6 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 of the
Company under this Section unless the agreement of merger or consolidation
expressly otherwise provides); or (iii) any transfer of Shares pursuant to the
winding up and dissolution of the Company. As used herein, the term "Immediate
Family" will mean Purchaser's spouse, the lineal descendant or antecedent,
father, mother, brother or sister, child, adopted child or grandchild or adopted
grandchild of Purchaser or Purchaser's spouse, or the spouse of any child,
adopted child, grandchild or adopted grandchild of Purchaser or Purchaser's
spouse or Spousal Equivalent, as defined herein. As used herein, a person is
deemed to be a "Spousal Equivalent" provided the following circumstances are
true: (i) irrespective of whether or not the Purchaser and the Spousal
Equivalent are the same sex, they are the sole spousal equivalent of the other
for the last twelve (12) months, (ii) they intend to remain so indefinitely,
(iii) neither are married to anyone else, (iv) both are at least 18 years of age
and mentally competent to consent to contract, (v) they are not related by blood
to a degree of closeness that which would prohibit legal marriage in the state
in which they legally reside, (vi) they are jointly responsible for each other's
common welfare and financial obligations, and (vii) they reside together in the
same residence for the last twelve (12) months and intend to do so indefinitely.
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5.7 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).
5.8 Encumbrances on Shares. Purchaser may ▇▇▇▇▇ ▇ ▇▇▇▇ or security
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interest in, or pledge, hypothecate or encumber Shares 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 (the "Escrow Holder"), who is hereby appointed
to 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. Escrow Holder will act
solely for the Company as its agent and not as a fiduciary. 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 Agreement. Escrow Holder may rely upon any
letter, notice or other document executed with 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 (i) THAT PURCHASER HAS CONSULTED WITH A TAX
ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND (ii) THAT PURCHASER IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE.
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9. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.
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9.1 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.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHT OF
FIRST REFUSAL 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 SALE AND TRANSFER
RESTRICTIONS, INCLUDING THE RIGHT OF FIRST REFUSAL, ARE BINDING ON
TRANSFEREES OF THESE SHARES.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180
DAY MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN 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. AS
A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO
180 DAYS AFTER THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF
THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING
ON TRANSFEREES OF THESE SHARES.
9.2 Stop-Transfer Instructions. Purchaser agrees that, to ensure
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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.
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9.3 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. 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
underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days) 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. Purchaser further agrees to enter into any agreement reasonably
required by the underwriters to implement the foregoing.
11. 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.
12. GENERAL PROVISIONS.
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12.1 Assignments; Successors and Assigns. The Company may assign any
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of its rights and obligations under this Agreement, including its rights to
repurchase Shares under the Right of First Refusal. Any assignment of rights
and obligations by any other party to this Agreement requires the Company's
prior written consent. This Agreement, and the rights and obligations of the
parties hereunder, will be binding upon and inure to the benefit of their
respective successors, assigns, heirs, executors, administrators and legal
representatives.
12.2 Governing Law. This Agreement will be governed by and construed
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in accordance with the laws of the State of California, without giving effect to
that body of laws pertaining to conflict of laws.
12.3 Notices. Any and all notices required or permitted to be given
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to a party pursuant to the provisions of this Agreement will be in writing and
will be effective and deemed to provide such party sufficient notice under this
Agreement on the earliest of the following: (i) at the time of personal
delivery, if delivery is in person; (ii) at the time of transmission by
facsimile, addressed to the other party at its facsimile number specified herein
(or hereafter modified by subsequent notice to the parties hereto), with
confirmation of receipt made by both telephone and printed confirmation sheet
verifying successful transmission of the facsimile; (iii) one (1) business day
after deposit with an express overnight courier for United States deliveries, or
two (2) business days after such deposit for deliveries outside of the United
States; or (iv) three (3) business days after deposit in the United States mail
by certified mail (return receipt requested) for United States deliveries.
All notices for delivery outside the United States will be sent by facsimile or
by express courier. All notices not delivered personally or by facsimile will
be sent with postage and/or other
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charges prepaid and properly addressed to the party to be notified at the
address or facsimile number set forth below the signature lines of this
Agreement or at such other address or facsimile number as such other party may
designate by one of the indicated means of notice herein to the other party
hereto. Notices by facsimile shall be machine verified as received.
12.4 Further Assurances. The parties agree to execute such further
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documents and instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Agreement.
12.5 Titles and Headings. The titles, captions and headings of this
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Agreement are included for ease of reference only and will be disregarded in
interpreting or construing this Agreement. Unless otherwise specifically
stated, all references herein to "sections" and "exhibits" will mean "sections"
and "exhibits" to this Agreement.
12.6 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same agreement.
12.7 Severability. If any provision of this Agreement is determined
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by any court or arbitrator of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such provision will be enforced to the maximum
extent possible given the intent of the parties hereto. If such clause or
provision cannot be so enforced, such provision shall be stricken from this
Agreement and the remainder of this Agreement shall be enforced as if such
invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Agreement. Notwithstanding the
forgoing, if the value of this Agreement based upon the substantial benefit of
the bargain for any party is materially impaired, which determination as made by
the presiding court or arbitrator of competent jurisdiction shall be binding,
then both parties agree to substitute such provision(s) through good faith
negotiations.
12.8 Facsimile Signatures. This Agreement may be executed and
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delivered by facsimile and upon such delivery the facsimile signature will be
deemed to have the same effect as if the original signature had been delivered
to the other party. The original signature copy shall be delivered to the other
party by express overnight delivery. The failure to deliver the original
signature copy and/or the nonreceipt of the original signature copy shall have
no effect upon the binding and enforceable nature of this Agreement.
12.9 Amendment and Waivers. This Agreement may be amended only by a
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written agreement executed by each of the parties hereto. No amendment of or
waiver of, or modification of any obligation under this Agreement will be
enforceable unless set forth in a writing signed by the party against which
enforcement is sought. Any amendment effected in accordance with this section
will be binding upon all parties hereto and each of their respective successors
and assigns. No delay or failure to require performance of any provision of
this Agreement shall constitute a waiver of that provision as to that or any
other instance. No waiver granted under this Agreement as to any one provision
herein shall constitute a subsequent waiver of such provision or of any other
provision herein, nor shall it constitute the waiver of any performance other
than the actual performance specifically waived.
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13. TITLE TO SHARES. The exact spelling of the name(s) under which
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Purchaser will take title to the Shares is:
_______________________________________________________
_______________________________________________________
Purchaser desires to take title to the Shares as follows:
[_] Individual, as separate property
[_] Husband and wife, as community property
[_] Joint Tenants
[_] Tenants in Common
Purchaser's social security number is:_________________________________
14. Entire Agreement. This Agreement and the documents referred to herein
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constitute the entire agreement and understanding of the parties with respect to
the subject matter of this Agreement, and supersede all prior understandings and
agreements, whether oral or written, between or among the parties hereto with
respect to the specific subject matter hereof.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
triplicate by its duly authorized representative and Purchaser has executed this
Agreement in triplicate, as of the Effective Date.
COMPANY PURCHASER
CHAIN LINK TECHNOLOGIES, INC. ▇▇▇▇▇ PLUG
By: /s/ ▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ Plug
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Name: ▇▇▇ ▇▇▇▇ Address:________________________
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Title: President ________________________________
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Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ________________________________
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ________________________________
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Fax: ____________________________ Phone: _________________________
Phone: __________________________
[Signature Page To Restricted Stock Purchase Agreement]
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LIST OF EXHIBITS
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Exhibit 1: Stock Power and Assignment Separate from Stock Certificate
Exhibit 2: Spouse Consent
Exhibit 3: Copy of Purchaser's Check
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EXHIBIT 1
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STOCK POWER AND ASSIGNMENT
SEPARATE FROM STOCK CERTIFICATE
EXHIBIT 2
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SPOUSE CONSENT
EXHIBIT 3
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COPY OF PURCHASER'S CHECK