EXHIBIT 10.05
▇▇▇▇▇▇▇.▇▇▇, INC.
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT (the "Agreement") is made and entered into
by and between ▇▇▇▇▇▇▇.▇▇▇, Inc., a California corporation (the "Company"), and
Fahrang Zamani (the "Seller").
RECITALS
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A. The Seller owns shares of the Company's issued and outstanding Series A
Preferred Stock (the "Shares").
B. The Company wishes to repurchase and the Seller wishes to sell Shares
subject to the terms and conditions set forth herein.
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, it is hereby agreed by and among the parties hereto as
follows:
1. Repurchase of Shares. Effective as of the date hereof, the Seller
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hereby sells, assigns, transfers and delivers to the Company and the Company
hereby purchases from the Seller, all of his right, title and interest in that
number of Shares equal to $100,000.00 (the "Purchase Price") divided by the
Series D Conversion Price (as adjusted pursuant to Article III.B Section 4(d) of
the Third Amended and Restated Articles of Incorporation). The Seller shall
deliver the stock certificate evidencing the Shares, duly endorsed for transfer
to the Company (or shall instruct the escrow agent holding the certificate
evidencing the Shares to effect such transfer of the certificate) and the
Company shall deliver the Purchase Price to the Seller. Because the exact
number of Shares to be sold to the Company will not be determinable until a
future date, the parties to this Agreement agree that the stock certificate
representing all of the Shares held by Seller will be held in escrow by legal
counsel for the Company until such time as the exact number of Shares to be sold
to the Company is determinable.
2. Representations of the Seller. Seller represents and warrants that he
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is the lawful and beneficial owner of the Shares free and clear of any and all
liens, encumbrances, restrictions and claims of any kind and the Seller has full
legal right, power, and authority to sell, assigns transfer and convey the
Shares in accordance with the terms of the Agreement. In addition, the Seller
realizes that the value of the Company's common stock may increase or decrease
in the future, and the Seller and his or her successors and assigns hereby
release the Company from any claims based on or arising out of this Agreement.
3. Successors and Assigns. This Agreement shall inure to the benefit of
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and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
4. Further Action. The parties agree to execute such further instruments
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and to take such further action as may reasonably be necessary to carry out the
intent of this Agreement.
5. Severability. If any provision of this Agreement is held by a court of
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competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall continue in full force and effect without
being impaired or invalidated in any way and shall be construed in accordance
with the purposes and intent of this Agreement.
6. Entire Agreement. This Agreement constitutes the entire agreement
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between Seller and the Company with respect to the subject matter contained
herein, and cancels and revokes any prior understandings or agreements between
Seller and the Company with respect to such subject matter.
7. Counterparts. This Agreement may be executed in one or more
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counterpart, each which shall be an original, but all of which together shall be
deemed to be one and the same instrument.
8. Governing Law. This Agreement shall be governed and construed in
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accordance with the laws of the State of California.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the dates set forth below.
▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President and CEO
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Date: 10/7/98
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Date: 10/7/98
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