EXHIBIT
99.2
STOCK REPURCHASE
AGREEMENT
THIS
STOCK REPURCHASE AGREEMENT (this “Agreement”), is effective
this 25 day of April, 2007, by and between uBid.com Holdings, Inc.,
a Delaware corporation (the “Buyer”), and the holders
of Company stock listed on Schedule A attached hereto (the
“Sellers”). The Buyer and Sellers may be collectively
referred to as the “parties” or singularly referred to
as a “party.”
WHEREAS, Sellers collectively own 2,135,550 shares of the
Buyer’s common stock (the “Shares”) and warrants
to purchase 580,937 shares of the Buyer’s common stock (the
“Warrants”), with the number of Shares and Warrants
held by each Seller set forth opposite such Seller’s name on
Schedule A;
WHEREAS, the Buyer desires to purchase the Shares and the
Warrants and each Seller desires to sell to the Buyer the Shares
and the Warrants owned by such Seller;
WHEREAS, Each Seller will sell to the Buyer and the Buyer
will purchase the Shares and the Warrants in accordance with the
following terms and conditions of this Agreement.
NOW, THEREFORE, in order to consummate the transaction
contemplated hereby, and in consideration of the purchase price to
be paid by the Buyer to the Sellers as set forth herein, and for
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
1. Sale of Shares and Warrants
. Each Seller agrees to sell,
transfer and deliver the Shares and the Warrants set forth opposite
such Seller’s name on Schedule A to Buyer, and Buyer agrees
to purchase all such Shares and Warrants.
2. Purchase Price . The aggregate purchase price that the Buyer
shall pay to the Sellers for the Shares shall be Two Million Two
Hundred Forty Two Thousand Three Hundred Twenty Seven 50/100
dollars ($2,242,327.50) (the “Purchase Price”), or
$1.05 per Share, with a portion of such Purchase Price allocated to
the Warrants for purposes of the purchase of such Warrants. The
amount to be paid to each Seller is set forth opposite such
Seller’s name on Schedule A.
3. The Closing . Consummation of the transaction (the “
Closing ”), shall occur on a date or dates to be
agreed to by the parties, but in no event later than May 9, 2007.
Each Seller shall deliver to the Sellers’ broker, ThinkEquity
Partners, LLC (“ ThinkEquity ”) the Shares to be
sold by such Seller, Assignments Separate from Certificate in blank
executed by such Seller to the Buyer, the Warrants to be sold by
such Seller, and the Assignments of Warrants executed by such
Seller assigning such Warrants to the Buyer, together with such
other documents as may be reasonably required to consummate the
transaction contemplated herein. Following notification by
ThinkEquity to the Buyer of the receipt of such documents by
ThinkEquity from any Seller, the Purchase Price shall be paid by
the Buyer to the applicable Seller by wire transfer of the Purchase
Price to ThinkEquity.
4. Representations and Warranties of
Seller . Each Seller,
severally and not jointly, represents and warrants to the Buyer as
of the date hereof and as of the Closing date that:
(a) Transaction Initiation . Such Seller, not the Buyer, initiated
discussions regarding the subject matter of this Agreement, Buyer
has not in any manner induced or advised such Seller to enter into
this Agreement or made any recommendations as to the benefits of
entering into and performing this Agreement from such
Seller’s perspective, that such Seller is entering into this
Agreement of its own free will without persuasion from Buyer and
that such Seller and its representatives or agents, if any, have
had an adequate opportunity to review and understand the terms of
this Agreement.
(b) Receipt of Current Information Regarding the
Company. Such Seller is
in receipt of the Company’s Prospectus contained on Form
S-1/A filed with the Securities and Exchange Commission on July 19,
2006 and declared effective July 21, 2006 and supplemented by that
Supplement No. 1 dated November 17, 2006 and that Supplement No. 2
dated April 2, 2007 (the “Prospectus”). Assuming the
accuracy of the representations of the Company in Section 5(c)
hereof, such Seller acknowledges that neither the Company nor any
of its officers, directors or affiliates, has provided such Seller
or its agent or counsel with any information that constitutes or
might constitute material, nonpublic information (other than the
existence and terms of the purchase of the Shares and Warrants as
contemplated by this Agreement).
(c) Title to Capital Stock . Such Seller owns all right, title and interest
in and to the Shares and Warrants to be delivered by it hereunder,
free and clear of all liens, encumbrances, equities or
claims.
(d) Approvals and Authority . All authorizations, approvals and consents
necessary for the execution and delivery by such Seller of this
Agreement and for the consummation by such Seller of the
transaction contemplated hereby, have been given; such Seller has
full right, power and authority to execute, deliver and perform its
obligations set forth in this Agreement. This Agreement has been
duly executed and delivered by such Seller and is a legal, valid
and binding obligation of such Seller, enforceable against
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