Exhibit
10.5
SECURITIES PURCHASE
AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "
Agreement "), dated as of March 16, 2009 is by and between
___________ (the " Seller ") and Glowpoint, Inc., (the "
Purchaser "), with an address of 225 Long Avenue, Hillside,
NJ 07016.
RECITALS
1.
The Seller is the beneficial and record
owner of the securities listed on Exhibit A attached hereto
(the “ Securities ”) of Glowpoint, Inc., a
Delaware corporation (the “ Issuer
”).
2.
The Purchaser desires to purchase from
the Seller, and the Seller desires to sell, transfer and assign to
the Purchaser, the Seller's entire right, title and interest in and
to the Securities, in accordance with the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the
representations, warranties and agreements contained herein and for
other good and valuable consideration, the receipt and legal
adequacy of which is hereby acknowledged, the parties
agree:
1.
Agreement to Purchase
Securities . The
Purchaser hereby agrees to purchase, and the Seller hereby agrees
to sell, the Securities pursuant to the terms and conditions set
forth herein. The aggregate purchase price of the Securities
being sold to the Purchaser hereunder is Seven Hundred Fifty
Thousand Dollars ($750,000) (the “ Purchase Price
”). The Purchaser shall deliver to the Seller the
Purchase Price via wire transfer in immediately available funds
according to written instructions attached hereto as Exhibit
B . The closing under this Agreement shall take place
simultaneously with the execution and delivery of this Agreement at
the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue
of the Americas, New York, NY 10036 (the " Closing "), at
such time and place or on such date as the Purchaser and the Seller
may agree upon. Each party shall deliver all documents,
instruments and writings required to be delivered by such party
pursuant to this Agreement at or prior to the Closing.
2.
Delivery of Securities to the
Purchaser; Assignment .
On or prior to the Closing, all documents representing the
Securities shall be delivered to the Purchaser. Concurrently with
the delivery to the Purchaser of all documents representing the
Securities, the Seller in respect of such document shall deliver an
assignment agreement, if required, covering such document. At
or promptly following the Closing, the Issuer shall issue
replacement securities to the Purchaser.
3.
Representations, Warranties and
Covenants of Purchaser .
The Purchaser hereby represents and warrants to the Seller,
and covenants for the benefit of the Seller, as of the date hereof,
as follows:
(a)
He is an "accredited investor" as defined
under Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended (the " Securities Act ");
(b)
He is acquiring the Securities for his
own account and not with a view to any distribution of the
Securities in violation of the Securities Act;
(c)
He acknowledges that he has significant
prior investment experience, including investment in non-listed and
non-registered securities, and that he recognizes the highly
speculative nature of this investment. He represents that he
has been furnished with all documents and other information
regarding the Issuer that he had requested or desired to know and
all other documents which could be reasonably provided have been
made available for his inspection and review;
(d)
He acknowledges that the Securities have
not been passed upon or reviewed by the Securities and Exchange
Commission. He agrees that he will not sell, transfer or
otherwise dispose of any of the Securities unless they are
registered under the Securities Act, or unless an exemption from
such registration is available. He understands that the
Securities have not been registered under the Securities Act or any
state law by reason of a claimed exemption under the provisions of
the Securities Act or any state law;
(e)
This Agreement constitutes a valid and
binding agreement and obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms, subject to
limitations on enforcement by general principles of equity and
bankruptcy or other laws affecting the enforcement of creditors'
rights generally; and
(f)
This Agreement has been duly authorized,
validly executed and delivered on behalf of the Purchaser, and the
Purchaser has full power and authority to execute and deliver this
Agreement and the other agreements and documents contemplated
hereby and to perform his obligations hereunder and
thereunder.
4.
Representations, Warranties and
Covenants of the Seller .
The Seller represents and warrants to the Purchaser, and
covenants for the benefit of the Purchas
