STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 20,
2003, by and between Access Solutions International Inc., a Delaware corporation
("Seller"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual with offices at PaperClip Software,
Inc., ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Purchaser"). Seller and
Purchaser are sometimes individually referred to herein as a "Party" and
together as the "Parties."
WHEREAS, Seller desires to sell 3,649,543 Shares of Series A Preferred
Stock, par value $0.01 per share (the "Securities"), of PaperClip Software, Inc.
("PaperClip");
WHEREAS, the Securities are "restricted" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and are therefore
subject to certain limitations on resale; and
WHEREAS, Purchaser desires to purchase the Securities, and Seller
desires to sell the same, on the terms and conditions hereinafter contained.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Purchase and Sale.
1.01. Generally. Subject to and upon the terms and conditions
hereinafter set forth, at the closing of the transactions contemplated hereby
(the "Closing"), and in reliance upon the representations and warranties
contained in this Agreement, Seller shall sell, assign, transfer and deliver to
Purchaser, and Purchaser shall purchase from Seller, the Securities, free and
clear of all liens, pledges, mortgages, security interests, charges,
restrictions, adverse claims or other encumbrances of any kind or nature
whatsoever (collectively, "Liens").
1.02. Consideration. At the Closing, in consideration of the sale,
assignment, transfer, and delivery of the Securities, Purchaser shall pay or
cause to be paid to Seller an aggregate amount, in cash, equal to $106,986.29.
1.03. Method of Payment. Purchaser shall make payment for the
Securities in immediately available funds by wire transfer to an account
specified in writing by Seller.
2. Closing. The Closing shall be held on the date hereof at the offices of
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The following
shall take place at the Closing:
2.01. Transfer of Securities. Seller shall deliver or cause to be
delivered to Purchaser certificates representing the Securities, duly endorsed
in blank, accompanied by stock powers with signature guarantees or an affidavit
of loss for such certificates.
2.02. Closing Payment. Purchaser shall make the payment required by
Section 1 to be made at the Closing.
3. Representations and Warranties of Seller. Seller hereby represents and
warrants to Purchaser as follows:
3.01. Authority. Seller is a corporation organized under the laws of
the State of Delaware. Seller has all necessary power and authority to enter
into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. Seller has taken all necessary action to
authorize the execution, delivery and performance by it of this Agreement.
3.02. Binding Obligation. This Agreement has been duly executed and
delivered by Seller and, and assuming due authorization, execution and delivery
of the Agreement by Purchaser, this Agreement constitutes the legal, valid and
binding obligation of Seller enforceable against Seller in accordance with its
terms, except as such enforceability may be subject to the effects of any
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws affecting creditors' rights generally and subject to
the effects of general equitable principles.
3.03. No Consent; No Conflict. Except as set forth on Schedule 3.03,
the execution and delivery of this Agreement by Seller do not, and the
performance of this Agreement by Seller will not, require any prior consent,
approval, authorization or other action by, or prior filing with or notification
to, any governmental or regulatory authority. The execution, delivery and
performance of this Agreement by Seller do not (i) conflict with or violate the
organizational documents of Seller, or (ii) conflict with or violate any law,
rule, regulation, order, writ, judgment, injunction, decree, determination,
award or agreement applicable to Seller.
3.04. Ownership. Seller owns, beneficially and of record, and has good,
valid and marketable title to and the right to transfer to Purchaser, the
Securities, free and clear of any and all Liens. At the Closing, Seller will
convey ownership of the Securities, and after giving effect to the transactions
contemplated herein, Purchaser will own, and have good, valid and marketable
title to, the Securities, free and clear of any and all Liens.
4. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller as follows:
4.01. Authority. Purchaser has all necessary power and authority to
enter into this Agreement, to carry out his obligations hereunder and to
consummate the transactions contemplated hereby. Purchaser has taken all
necessary action to authorize the execution, delivery and performance by him of
this Agreement.
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4.02. Binding Obligation. This Agreement has been duly executed and
delivered by Purchaser and, and assuming due authorization, execution and
delivery of the Agreement by Seller, this Agreement constitutes the legal, valid
and binding obligation of Purchaser enforceable against Purchaser in accordance
with its terms, except as such enforceability may be subject to the effects of
any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws affecting creditors' rights generally and subject to
the effects of general equitable principles.
4.03. No Consent; No Conflict. Except as set forth on Schedule 4.03,
the execution and delivery of this Agreement by Purchaser do not, and the
performance of this Agreement by Purchaser will not, require any prior consent,
approval, authorization or other action by, or prior filing with or notification
to, any governmental or regulatory authority. The execution, delivery and
performance of this Agreement by Purchaser do not conflict with or violate any
law, rule, regulation, order, writ, judgment, injunction, decree, determination,
award or agreement applicable to Purchaser.
4.04. Nature of Purchaser. Purchaser has been an executive officer of
PaperClip since October 1991 and, as such, has personal knowledge of business,
financial condition and affairs of PaperClip. Purchaser has such knowledge and
experience in financial and business matters generally that he is capable of
evaluating the merits of the transactions contemplated by this Agreement.
Purchaser: (i) has the ability to bear the economic risks inherent in his
investment in the Securities; (ii) is able, without materially impairing his
financial condition, to hold the Securities for an indefinite period of time,
and to suffer a complete loss of his investment; and (iii) understands and has
fully considered the risks inherent in this investment in the Securities.
4.05. Nature of Securities. Purchaser acknowledges that the Securities
are not registered under the Securities Act and may not be transferred or sold
except pursuant to the registration provisions of the Securities Act or pursuant
to an applicable exemption therefrom and subject to state securities laws and
regulations, as applicable. Purchaser is acquiring the Securities for investment
purposes only for his own account, and not with a view to the sale or
distribution thereof except pursuant to the registration provisions of the
Securities Act or pursuant to an applicable exemption therefrom. Purchaser
understands the relative rights and preferences of the Securities set forth in
PaperClip's Certificate of Incorporation.
4.06. Accredited Investor. Purchaser is an "accredited investor" as
such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act.
4.07. Residence. Purchaser is a resident of, and first learned of this
investment in, the State of New Jersey, and intends that the securities laws of
that State alone govern the purchase and sale of the Securities.
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5. Miscellaneous.
5.01. Expenses. Each Party shall pay all costs and expenses incurred by
such Party in respect of the transactions contemplated hereby. Seller shall be
liable for and shall pay any transfer taxes attributable to the purchase and
sale of the Securities.
5.02. Entirety of Agreement. This Agreement states the entire agreement
of the Parties, merges all prior negotiations, agreements and understandings, if
any, and states in full all representations, warranties, covenants, and
agreements which have induced this Agreement. No Party shall make any contrary
representations in dealing with third parties. There are no representations or
warranties, express or implied, except as specifically set forth in this
Agreement.
5.03. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made if and when delivered personally or by overnight courier to the Parties
at the following addresses or sent by electronic transmission, with confirmation
received, to the telecopy numbers specified below (or at such other address or
telecopy number for a Party as shall be specified by like notice):
(a) If to Seller:
Access Solutions International Inc.
c/o Point ▇▇▇▇▇▇ Corporation
One Providence ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Confirm: (401) 854-0520 ext. 17
With a copy to:
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Confirm: (▇▇▇) ▇▇▇-▇▇▇▇
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(b) If to Purchaser:
▇▇▇▇▇▇▇ ▇▇▇▇▇
c/o PaperClip Software, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Confirm: (201) 487-2266 ext. 209
With a copy to:
▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇, LLP
The Chrysler Building
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Confirm: (▇▇▇) ▇▇▇-▇▇▇▇
5.04. Waiver. No waiver by any Party of any term, provision, agreement,
representation, or warranty contained in this Agreement (or any breach thereof)
shall be effective unless it is in writing executed by the Party against which
such waiver is to be enforced. No waiver shall be deemed or construed as a
further or continuing waiver of any such term, provision, agreement,
representation or warranty (or breach) on any other occasion or as a waiver of
any other term, provision, agreement, representation or warranty (or of the
breach of any other term, provision, agreement, representation or warranty)
contained in this Agreement on the same or any other occasion.
5.05. Further Assurances. Each of the Parties agrees to execute and
deliver such other documents or agreements as may be necessary or desirable for
the implementation of this Agreement and the consummation of the transactions
contemplated hereby.
5.06. Assignment; Binding Nature; No Beneficiaries. This Agreement may
not be assigned by any Party without the prior written consent of Purchaser and
Seller. This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective heirs, personal
representatives, legatees, successors and permitted assigns. This Agreement
shall not confer any rights or remedies upon any Person other than the parties
hereto and their respective heirs, personal representatives, legatees,
successors and permitted assigns.
5.07. Severability. If any provision of this Agreement is found
unenforceable by a court of competent jurisdiction, such unenforceable provision
shall not affect the other provisions but shall be deemed modified to the extent
necessary to render it enforceable, preserving to the fullest extent permissible
the intent of the Parties.
5.08. Governing Law. Except to the extended provided in Section 4.07,
this Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of Delaware applicable to contracts executed and
fully performed within the State of Delaware.
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5.09. Execution and Delivery. This Agreement may be executed in two or
more counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
This Agreement may be delivered by facsimile transmission with the same legal
effect as if delivery of an original were made in person.
[Signatures Appear on Following Page.]
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IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered
this Agreement as of the date first set forth above.
SELLER:
ACCESS SOLUTIONS INTERNATIONAL InC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
PURCHASER:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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SCHEDULE 3.03 - SELLER CONSENTS
None
SCHEDULE 4.03 -PURCHASER CONSENTS
Purchaser must file a Schedule 13D and a Form 4 with the
Securities and Exchange Commission after the Closing to report the acquisition
of the Securities pursuant to this Agreement.
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