股票认购协议英文版.doc

1. PURCHASE AND SALE OF STOCK1.1 Sale and Issuance of Common Stock1.2 Closing2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY2.1 Organization, Good Standing and Qualification2.2 Capitalization and Voting Rights2.3 Subsidiaries2.4 Authorization2.5 Valid Issuances of Common Stock2.6 Compliance with Law and Charter Documents2.7 Compliance with Other Instruments, None Burdensome, Etc2.8 Government Consent, Etc2.9 Offering2.10 Litigation2.11 Agreements; Action2.12 Related Party Transactions2.13 Environmental and Safety Laws2.14 Status of Proprietary Assets2.15 Material Agreements2.16 Disclosure2.17 Registration Rights2.18 Tax Status2.19 Employees 2.20 Insurance2.21 Title to Property and Assets2.22 Financial Statements2.23 SEC Documents, Financial Statements2.24 No Integrated Offering2.25 Year _3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR3.1 Authorization3.2 Purchase Entirely for Own Account3.3 Disclosure of Information3.4 Investment Experience3.5 Accredited Investor3.6 Restricted Securities3.7 Legends4. COVENANTS AND AGREEMENTS4.1 Ordinary Course of Business and Notice of Adverse Changes4.2 Access to Properties and Records4.3 Exclusive Negotiations4.4 Right of First Refusal4.5 Preemptive Right of Investor4.6 Certain Employment Matters4.7 Board Observer4.8 Registration of Shares4.9 Form D; Blue Sky Laws4.10 Reporting Status; Eligibility to Use Form S-15. CONDITIONS OF INVESTORS OBLIGATIONS AT CLOSING5.1 Execution of Agreement5.2 Shares Certificate5.3 Representatives, Warranties, Covenants5.4 Litigation5.5 Stock Listing5.6 Opinion5.7 Alliance Agreement5.8 Financial Statements5.9 Accounting for Investment6. CONDITIONS OF THE COMPANYS OBLIGATIONS AT CLOSING 6.1 Execution of Agreement6.2 Purchase Price6.3 Representations, Warranties, Covenants6.4 Legal Impediment6.5 Alliance Agreement7. DEFINITIONS8. MISCELLANEOUS8.1 Survival of Warranties8.2 Successor and Assigns8.3 Governing Law8.4 Counterparts8.5 Titles and Subtitles8.6 Notices8.7 Finders Fee8.8 Expenses8.9 Amendments and Waivers8.10 Severability8.11 Entire AgreementTHIS STOCK PURCHASE AGREEMENT, effective as of _,_,_(M/D/Y), is by and between AAA, INC., a _(state) corporation (the Company), and BBB CORPORATION, a _(state) corporation (the Investor).THE PARTIES HEREBY AGREE AS FOLLOWS:1. PURCHASE AND SALE OF STOCK1.1 SALE AND ISSUANCE OF COMMON STOCK. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing, one million, eight hundred eighty thousand, nine hundred thirty-seven shares (1,880,937) of the Companys Common Stock $ _ par value (the Shares). The purchase price for the Shares (subject to adjustment as provided in section 4.8 hereof) shall be _ Dollars ($ _) per Share, or an aggregate purchase price of _ Dollars ($ _) (the Purchase Price), which purchase price assumes that such Shares will be registered under the Securities Act within 90 days of the Closing and will be freely tradable as of that time by Investor, without regard to exemptions under the Securities Act. The per share Purchase Price of each Share shall be determined by dividing the number of shares of Common Stock outstanding immediately prior to the Closing, on a fully diluted basis, into $ _. The number of Shares of Common Stock to be issued to Investor shall be determined by dividing the per share Purchase Price, determined in the preceding sentence, into the aggregate $ _ Purchase Price.1.2 CLOSING. The purchase and sale of the Common Stock shall take place at the offices of CCC LLP, _(address) (or such other location as the Investor may designate and the Company consents thereto), at 10:00 A.M. on _,_,_(M/D/Y), or such other time and date as the Investor determines that all of the conditions to the obligation of Investor, set forth in Section 5 hereof, have been or will be satisfied (the Closing). At the Closing, the Company shall deliver to the Investor a certificate representing the Shares against receipt by the Company from the Investor of a wire transfer in the amount of the Purchase Price.2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.The Company hereby represents and warrants to the Investor, except as set forth on a Schedule of Exceptions attached as SCHEDULE A hereto (the Schedule of Exceptions), specifically identifying the relevant subparagraph hereof, which exceptions shall be deemed to be a part of the representations and warranties as if made hereunder (provided that such Schedule of Exceptions may, at the discretion of the Company, be amended from time to time as necessary until Closing, so long as such amendments do not reflect any material change in the disclosure), the following:2.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of _(state) and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material Adverse Effect on its business or properties.2.2 CAPITALIZATION AND VOTING RIGHTS. Immediately prior to the Closing, the authorized capital of the Company will consist of:(i) CAPITAL STOCK. _ shares of common stock (Common Stock), of which _ are issued and outstanding and _ shares of preferred stock, none of which are issued and outstanding. The Company has reserved an aggregate _ shares of Common Stock under its _(YEAR) employee stock option plan for purposes of (i) future grants of stock options to employees, consultants and directors (hereinafter, the ESOP), and (ii) issuance to holders of previously granted stock options upon exercise of such options. Additionally, the company has reserved an additional _ shares of common stock under its non-executive directors option plan for issuance to its non-employee directors. There is no other class or series of stock authorized.(ii) WARRANTS AND OPTIONS. The Company has warrants and options exercisable and outstanding to purchase up to an aggregate of _ shares of Common Stock, except for _ ESOPS currently exercisable and outstanding.(iii) OTHER AGREEMENTS. Except as set forth in this Agreement and in the Schedule of Exceptions, there are no outstanding options, warrants, convertible securities, rights (including conversion, right of first refusal or any preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any future issuance of securities by the Company.(iv) VOTING AGREEMENTS. Except as set forth in this Agreement, the Company has no agreement, obligation or commitment with respect to the election of any individual or individuals to the Board, and to the best of the Companys knowledge, there is no voting agreement or other arrangement among its shareholders with respect to the election of any individual or individuals to the Board.(v) COMMON STOCK OUTSTANDING. The total number of shares of the Companys Common Stock outstanding on a fully diluted basis, immediately prior to the Closing, is 14,577,177 shares.2.3 SUBSIDIARIES. Except for AAA, Ltd., the Companys wholly-owned Israeli subsidiary with offices in Kfar-Saba, Israel, the Company does not own or control, directly or indirectly, any other corporation, association, or other business entity.2.4 AUTHORIZATION. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Common Stock being sold hereunder has been taken or will be taken prior to the Closing, and this Agreement, upon due execution and delivery, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.2.5 VALID ISSUANCES OF COMMON STOCK. The Shares which are being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and the Investor shall have good and marketable title to such Shares, free and clear of any liens, pledges, encumbrances, taxes, charges or restrictions of any kind (other than those created by or through the Investor).2.6 COMPLIANCE WITH LAW AND CHARTER DOCUMENTS. The Company is not in violation of, or default under, any provisions of its Certificate of Incorporation or Bylaws, both as currently in effect. To its knowledge, the Company is in compliance in all material respects with all applicable laws, rules, regulations, judgments, decrees and governmental orders, except for such non-compliance that would not have a Material Adverse Effect on the properties, financial condition, operations, prospects or business of the Company. The Company has received no notice of any violation of such laws, rules, regulations, judgments, decrees or orders which has not been remedied prior to the date hereof or which would have a Material Adverse Effect on the Company. The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated thereby will not result in any such violation or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under the Companys Certificate of Incorporation or Bylaws, both as currently in effect, or an event which results in the creation of any material lien, charge or encumbrance upon the capital stock or any asset of the Company, or a default under any Material Agreement or contract by the Company, or a violation of any laws, rules, regulations, judgments, decrees or orders. All material licenses, permits, approvals, registrations, qualifications, certificates and other authorizations necessary for the conduct of the Companys business as presently conducted (the Licenses) have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or any material adverse modification of any of such Licenses, except for Licenses that, individually or in the aggregate, the Company need not hold or possess in order to avoid a Material Adverse Effect on the Companys assets, properties, financial condition, operating results or business. The Company believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business in the future as presently conducted and proposed to be conducted.2.7 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The execution, delivery and performance of and compliance with this Agreement and the issuance and sale of the Shares will not result in nor constitute any breach, default or violation of (i) any agreement, contract, lease, license, instrument or commitment (oral or written) to which the Company is a party or is bound and which involves payment by the Company or any of its subsidiaries in excess of $,_ or which is otherwise material to the business, properties, financial condition or results of operation of the Company or its subsidiaries (a Material Agreement) or (ii) any law, rule, regulation, statute or order applicable to the Company, any of its subsidiaries or their respective properties, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or its subsidiaries.2.8 GOVERNMENT CONSENT, ETC. No consent, approval, order or authorization of, or designation, registration, declaration or filing with, any federal, state, local or provincial or other governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement or the consummation of the transactions contemplated herein, including the offer, sale or issuance of the Shares to the Investor.2.9 OFFERING. In reliance on the representations and warranties of Investor in Section 3, hereof, the offer, sale and issuance of the Shares will not, to the best knowledge of the Company, result in a violation of the requirements of Section 5 of the Securities Act or the qualification or registration requirements of the California or other applicable blue sky laws or foreign laws as such laws exist on the date hereof.2.10 LITIGATION. There is no action, suit, proceeding or investigation pending or currently threatened against the Company which questions the validity of this Agreement or the consummation of the transactions contemplated hereby or which might result, either individually or in the aggregate, in any Material Adverse Effects on the assets, financial condition, operations or business of the Company, financially or otherwise, or any change in the current equity ownership of the Company. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.There is no action, suit, proceeding or investigation by the Company currently pending or which the Company currently intends to initiate.2.11 AGREEMENTS; ACTION.(i) Since _,_,_(M/D/Y), the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities in excess of $ _, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.(ii) Except as set forth in the Schedule of Exceptions, the Company has not engaged since _,_,_(M/D/Y) in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty (50%) of the voting ownership of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.2.12 RELATED PARTY TRANSACTIONS.(i) No employee, officer or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them.(ii) To the best of the Companys knowledge, no employee or officer has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees or officers of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company. Prior to the Closing, no officer, director or major shareholder or member of the immediate family of any officer, director or major shareholder of the Company has a direct or indirect financial interest in any material contract with the Company.2.13 ENVIRONMENTAL AND SAFETY LAWS. To the best of its knowledge, the Company is not in violation of any applicable statute, law, or regulation relating to the environment or occupational health and safety, and to the best of its knowledge, no material expenditures are or will be required to comply with any such existing statute, law, or regulation.2.14 STATUS OF PROPRIETARY ASSETS.(i) OWNERSHIP. The Company owns, is licensed to use or otherwise has the right to use all patents, trademarks, service marks, trade names, copyrights and trade secrets that are material or necessary for the operation of its business as now conducted (the Proprietary Assets). The Company has not received within the past 36 months preceding the date first set out above any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity. The Company has not granted any license or option or entered into any agreement of any kind with respect to the use of the Proprietary Assets owned by it, other than licenses to and sales of its products and services made in the ordinary course of its business.(ii) LICENSES; OTHER AGREEMENTS. The Company is not bound by or a party to any option, license or agreement with respect to any technology owned by any third party other than shrink-wrap licenses entered into in the ordinary course of business except as set forth on the Schedule of Exceptions. The Company is not obligated to pay any r