Exhibit 10.3
ZIPREALTY, INC.
STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT is
made as of December 11, 2008, by and among ZipRealty, Inc., a
Delaware corporation (the “ Company ”), and
Charles C. Baker (the “ Purchaser ”).
RECITALS
WHEREAS, prior to commencing
employment as the Chief Financial Officer of the Company on
December, 1, 2008, the Purchaser was not an employee or director of
the Company, and as a material inducement to the Purchaser’s
entering into an employment agreement with the Company at such
time, the Company agreed to issue up to 100,000 shares of Common
Stock of the Company (the “ Shares ”) to the
Purchaser; and
WHEREAS, the Company’s
independent compensation committee of the Board of Directors has
determined that it is in the best interest of the Company to issue
the Shares to the Purchaser pursuant to this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the covenants and representations contained in
this Agreement, the parties agree as follows:
AGREEMENT
1. Purchase and Sale of Stock
. Subject to the terms and conditions of this Agreement, the
Purchaser to purchase and the Company agrees to sell and issue to
such Purchaser, 80,000 shares of the Company’s Common Stock
at a purchase price equal to the fair market value per share on the
date hereof, or $2.56 per share (the “ Purchase Price
”), which price per share is equal to the closing price of
the Common Stock on the date hereof as reported by Nasdaq. The
Company shall deliver to the Purchaser a certificate representing
the Shares against payment of the Purchase Price therefore by check
or immediately available funds.
2. Representations and Warranties
of the Company . The Company hereby represents and warrants to
the Purchaser that:
2.1 Authorization . All
corporate action on the part of the Company necessary for the
authorization, execution and delivery of this Agreement, the
performance of all obligations of the Company hereunder, and the
authorization, issuance, sale and delivery of the Shares has been
taken, and this Agreement constitutes a valid and legally binding
obligation of the Company, enforceable in accordance with its
terms.
2.2 Valid Issuance of Common
Stock . The Shares, when issued, sold and delivered in
accordance with the terms of this Agreement for the consideration
expressed herein, will be duly and validly issued, fully paid, and
nonassessable, and will be free of restrictions on transfer other
than restrictions on transfer under applicable state and federal
securities laws.
1
2.3 Offering Subject in part
to the truth and accuracy of the Purchaser’s representations
set forth in Section 3 of this Agreement, the offer, sale and
issuance of the Shares as contemplated by this Agreement are exempt
from the registration requirements of any applicable state and
federal securities laws, and neither the Company nor any authorized
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