STOCK REPURCHASE AGREEMENTStock Repurchase Agreement |
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BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION | NEW YORK NURSES ASSOCIATION | PUBLIC SECTOR PENSION INVESTMENT BOARD | RADIAN GROUP INC | ROBERT WOOD JOHNSON FOUNDATION | SINGAPORE INVESTMENT COMPANY PTE, LTD | SINGAPORE INVESTMENT CORPORATION PTE LTD | uBidcom Holdings, Inc | UNION CARBIDE CORPORATION | WTC-CIF EMERGING COMPANIES | WTC-CTF EMERGING COMPANIES. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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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 su
