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EXHIBIT 10.22
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EUPHONIX, INC.
220 PORTAGE AVENUE
PALO ALTO, CALIFORNIA 94306
COMMON STOCK PURCHASE AGREEMENT
FEBRUARY 18, 2000
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TABLE OF CONTENTS
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SECTION 1 AUTHORIZATION AND SALE OF COMMON STOCK........................ 1
1.1 AUTHORIZATION ................................................ 1
1.2 PURCHASE AND SALE OF SHARES................................... 1
SECTION 2 CLOSING DATE; DELIVERY........................................ 1
2.1 CLOSING....................................................... 1
2.2 DELIVERY...................................................... 1
SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY................. 1
3.1 ORGANIZATION AND STANDING..................................... 2
3.2 CORPORATE POWER............................................... 2
3.3 CAPITALIZATION................................................ 2
3.4 AUTHORIZATION................................................. 3
3.5 FINANCIAL STATEMENTS.......................................... 3
3.6 NO MATERIAL ADVERSE CHANGE.................................... 3
3.7 NO UNDISCLOSED LIABILITIES.................................... 3
3.8 TITLE TO ASSETS............................................... 3
3.9 ACTIONS PENDING............................................... 4
3.10 COMPLIANCE WITH LAW........................................... 4
3.11 CERTAIN FEES.................................................. 4
3.12 DISCLOSURE.................................................... 4
3.13 MATERIAL AGREEMENTS........................................... 4
3.14 EMPLOYEES..................................................... 4
3.15 INTELLECTUAL PROPERTY, TRADEMARKS, ETC. ...................... 4
SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER............... 5
4.1 EXPERIENCE; SPECULATIVE NATURE OF INVESTMENT.................. 5
4.2 INVESTMENT.................................................... 5
4.3 RULE 144...................................................... 5
4.4 ACCESS TO DATA................................................ 5
4.5 AUTHORIZATION................................................. 6
4.6 BROKERS OR FINDERS............................................ 6
4.7 TAX LIABILITY................................................. 6
4.8 RECENT TRANSFERS.............................................. 6
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SECTION 5 CONDITIONS TO PURCHASERS' OBLIGATIONS TO CLOSE................ 6
5.1 REPRESENTATIONS AND WARRANTIES CORRECT........................ 6
5.2 COVENANTS..................................................... 6
5.3 BLUE SKY...................................................... 6
5.4 RIGHTS AGREEMENT.............................................. 7
5.5 COMPLIANCE WITH LAW........................................... 7
SECTION 6 CONDITIONS TO COMPANY'S OBLIGATIONS TO CLOSE.................. 7
6.1 REPRESENTATIONS............................................... 7
6.2 COVENANTS..................................................... 7
6.3 BLUE SKY...................................................... 7
6.4 RIGHTS AGREEMENT.............................................. 7
6.5 COMPLIANCE WITH LAW........................................... 7
SECTION 7 MISCELLANEOUS................................................. 7
7.1 GOVERNING LAW................................................. 7
7.2 SURVIVAL...................................................... 7
7.3 SUCCESSORS AND ASSIGNS........................................ 8
7.4 ENTIRE AGREEMENT; AMENDMENT................................... 8
7.5 NOTICES, ETC.................................................. 8
7.6 DELAYS OR OMISSIONS........................................... 8
7.7 CALIFORNIA CORPORATE SECURITIES LAW........................... 9
7.8 COUNTERPARTS.................................................. 9
7.9 SEVERABILITY.................................................. 9
7.10 TITLES AND SUBTITLES.......................................... 9
7.11 EXPENSES...................................................... 9
7.12 ATTORNEY'S FEES............................................... 9
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EXHIBITS
A Schedule of Purchasers
B Registration Rights Agreement
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EUPHONIX, INC.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made as of
February l8, 2000 by and among Euphonix, Inc. a California corporation (the
"Company"), and Willy Gunther, Rabmatt 33e, CH-6317 Oberwil b.Zug, Switzerland,
an individual (the "Purchaser").
SECTION 1
AUTHORIZATION AND SALE OF COMMON STOCK
1.1 AUTHORIZATION. The Company has authorized the salt of up to a number
of shares of Common Stock of the Company (the "Shares"), which shall have an
aggregate value equal to $300,000, based upon a cash price per share equal to
$1.25 subject to the satisfaction or waiver of the conditions set forth in
Sections 5 and 6 below,
1.2 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of
this Agreement, Purchaser agrees to purchase and the Company agrees to sell and
issue to Purchaser 240,000 Shares set forth opposite its name on Exhibit A. The
Company's agreement with Purchaser is a separate agreement, and the sale of the
Shares to Purchaser is a separate sale.
SECTION 2
CLOSING DATE; DELIVERY
2.1 CLOSING. The purchase and sale of the Shares hereunder shall take
place at one closing (" the Closing") on February 18, 2000, (the "Closing
Date"). The Closing shall be held at the offices of the Company, at 9:00 a.m.
local time, on the Closing Date, or at such other time and place upon which the
Company and the Purchaser shall agree.
2.2 DELIVERY. At the Closing, the Company will deliver to Purchaser a
certificate registered in Purchaser's name representing the number of Shares
that Purchaser is purchasing for payment of the purchase price therefor as set
forth in Section 1.2 above, by check payable to the Company or by wire transfer
per the Company's instructions.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in writing in the disclosure letter supplied by the
Company to the Purchaser (the "Disclosure Letter") the Company represents and
warrants to the Purchaser as of the date of this Agreement as follows:
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3.1 ORGANIZATION AND STANDING. The Company is a corporation duly
organized and existing under, and by virtue of, the laws of the State of
California and is in good standing under such laws. The Company has requisite
corporate Power and authority to own and operate its properties and assets, and
to carry on its business. The Company is presently qualified to do business as a
foreign corporation in each jurisdiction where the failure to be so qualified
would have a material adverse effect on the Company's business.
3.2 CORPORATE POWER. The Company has all requisite legal and corporate
power and authority to execute and deliver this Agreement and that certain
Registration Rights Agreement substantially in the form attached hereto as
Exhibit B (the "Rights Agreement"), to sell and issue the Shares hereunder, and
to carry out and perform its obligations under the terms of this Agreement and
the Rights Agreement (together the "Agreements").
3.3 CAPITALIZATION. The authorized capital stock of the Company and the
shares thereof issued and outstanding as of the date hereof are set forth in the
Disclosure Letter. All of the outstanding shares of the Company's Common Stock
have been duly and validly authorized. Except as set forth in this Agreement and
the Rights Agreement and as set forth in the Company's most recent Form 10-K,
including the accompanying financial statements, or in the Company's most recent
Form 10-Q, filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
in other public filings made by the Company with the Commission pursuant to the
Exchange Act (collectively, the "Commission Filings"), or the Disclosure Letter,
no shares of Common Stock are entitled to preemptive rights or registration
rights and there are no outstanding options, warrants, scrip, rights to
subscribe to, call or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company. Furthermore, except as set forth in this Agreement and the Rights
Agreement and as set forth in the Commission Filings, or the Disclosure Letter,
there are no contracts, commitments, understandings or arrangements by which the
Company is or may become bound to issue additional shares of the capital stock
of the Company or options, securities or rights convertible into shares of
capital stock of the Company. Except for registration rights contained in
agreements entered into by the Company in order to sell restricted securities as
provided in the Commission Filings or the Disclosure Letter, the Company is not
a party to any agreement granting registration rights to any person with respect
to any of its equity or debt securities. The Company is not a party to, and it
has no knowledge of, any agreement restricting the voting or transfer of any
shares of the capital stock of the Company. Except as set forth in the
Commission Filings or in the Disclosure Letter, the offer and sale of all
capital stock, convertible securities, rights, warrants, or options of the
Company issued prior to the Closing complied with all applicable federal and
state securities laws, and no stockholder has a right of rescission or damages
with respect thereto which would have a material adverse effect on the Company's
financial condition or operating results.
3.4 AUTHORIZATION. All corporate action on the part of the Company and
its directors necessary for the authorization, execution, delivery and
performance of the Agreements by the Company, the authorization, sale, issuance
and delivery of the Shares, and the performance of all of the Company's
obligations under the Agreements has been taken or will be taken prior to the
Closing. The Agreements, when executed and delivered by the Company, shall
constitute valid and
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binding obligations of the Company, enforceable in accordance with their terms,
subject to laws general application relating to bankruptcy, insolvency and the
relief of debtors and rules of law governing specific performance, injunctive
relief or other equitable remedies, except that the indemnification provisions
of Section 1.9 of the Rights Agreement may further be limited by principles of
public policy. The Shares, when issued in compliance with the provisions of this
Agreement, will be validly issued, will be fully paid and nonassessable, and
will be free of any liens or encumbrances, other than any liens or encumbrances
created by the Purchaser; provided, however, that the Shares are subject to
restrictions on transfer under state and/or federal securities laws as set forth
herein and in the Rights Agreement.
3.5 FINANCIAL STATEMENTS. The financial statements of the Company
included in the Commission Filings comply as to form in all material respects
with applicable accounting requirements and the published rules and regulations
of the Commission or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") applied on a consistent basis
during the periods involved (except (i) as may be otherwise indicated in such
financial statement or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be
condensed or summary statement), and fairly present in all material respects the
financial position of the Company and its subsidiaries as of the dates thereof
and the results of operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments)).
3.6 NO MATERIAL ADVERSE CHANGE. Since September 30, 1999, the date
through which the most recent quarterly report of the Company on Form 10-Q has
been prepared and filed with the Commission, the Company has not experienced or
suffered any event or condition which has materially affected the business
operations, assets or financial condition of the Company.
3.7 NO UNDISCLOSED LIABILITIES. Except as disclosed in the Commission
Filings or the Disclosure Letter, the Company has no liabilities, obligations,
claims or losses that would be required to be disclosed on a balance sheet of
the Company (including the notes thereto), other than those incurred in the
ordinary course of the Company's business since September 30, 1999 and which,
individually or in the aggregate, do not or would not have a material adverse
effect on the Company's financial condition or operating results.
3.8 TITLE TO ASSETS. The Company has good and marketable title to all of
its property and assets, free of any mortgages, pledges, charges, liens,
security interests or other encumbrances, except for those indicated in the
Commission Filings or the Disclosure Letter or such that could not reasonably be
expected to cause a material adverse effect on the Company's financial condition
or operating results.
3.9 ACTIONS PENDING. There is no action, suit, claim, investigation or
proceeding pending or, to the knowledge of the Company, threatened against the
Company, which questions the validity of this Agreement or the transactions
contemplated hereby or any action taken or to be taken pursuant hereto or
thereto. Except as set forth in the Commission Filings or the Disclosure Letter,
there is no action, suit, claim, investigation or proceeding pending or, to the
knowledge of the Company, threatened, against or involving the Company, any
subsidiary or any of their respective
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properties or assets and which, if adversely determined, is reasonably likely to
result in a material adverse effect on the Company's financial condition or
operating results.
3.10 COMPLIANCE WITH LAW. To the knowledge of the Company, the business
of the Company has been and is presently being conducted in accordance with all
applicable federal, state and local governmental laws, rules, regulations and
ordinances, except as set forth in the Commission Filings or the Disclosure
Letter, or such that do not cause a material adverse effect. The Company has all
franchises, permits, licenses, consents and other governmental or regulatory
authorizations and approvals necessary for the conduct of its business as now
being conducted by it unless the failure to possess such franchises, permits,
licenses, consents and other governmental or regulatory authorizations and
approvals, individual or in the aggregate, could not reasonably be expected to
have a material adverse effect on the Company's financial condition or operating
results.
3.11 CERTAIN FEES. No brokers, finders or financial advisory fees or
commissions will be payable by the Company with respect to the transactions
contemplated by this Agreement.
3.12 DISCLOSURE. To the best of the Company's knowledge, neither this
Agreement nor any other documents furnished to the Purchaser by or on behalf of
the Company in connection with the transactions contemplated by this Agreement
contain any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements made herein or therein, in the
light of the circumstances under which they were made herein or therein, not
misleading.
3.13 MATERIAL AGREEMENTS. Except as set forth in the Commission Filings
or the Disclosure Letter, the Company is not a party to any written or oral
contract, instrument, agreement, commitment, obligation, plan or arrangement, a
copy of which would be required to be filed with the Commission as an exhibit to
a registration statement or applicable form (collectively, "Material
Agreements") if the Company were registering securities under the Securities Act
of 1933, as amended (the "Securities Act"). The Company has in all material
respects performed all the obligations required to be performed by it under the
foregoing agreements, has received no notice of default and, to the best of the
Company's knowledge, is not in default under any Material Agreement now in
effect, the result of which could reasonably be expected to cause a material
adverse effect on the Company's financial condition or operating results.
3.14 EMPLOYEES. Except as set forth in the Commission Filings or the
Disclosure Letter or as otherwise disclosed by the Company to the Purchaser, the
Company has no collective bargaining arrangements or agreements covering any of
its employees,
3.15 INTELLECTUAL PROPERTY, TRADEMARKS, ETC. The Company has the right
to use, free and clear of all liens, charges, claims and restrictions, all
intellectual property, patents, trademarks, service marks, trade names,
copyrights, licenses and rights necessary to the business of the Company, as
presently conducted. To the best of the Company's knowledge, the Company is not
infringing upon or otherwise acting adversely to the right or claimed right of
any other person under or with respect to the foregoing.
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SECTION 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Purchaser hereby represents and warrants to the Company with respect to
the purchase of Shares as follows:
4.1 EXPERIENCE; SPECULATIVE NATURE OF INVESTMENT. Purchaser (or its
principals or advisors) has substantial experience in evaluating and investing
in private placement transactions of securities in companies similar to the
Company so that it is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its own interests.
Purchaser acknowledges that its investment in the Company is highly speculative
and entails a substantial degree of risk and Purchaser is in a position to lose
the entire amount of such investment.
4.2 INVESTMENT. Purchaser is acquiring the Shares for investment for its
own account, not as a nominee or agent, and not with the view to, or for resale
in connection with, any distribution thereof. Purchaser understands that the
Shares to be purchased hereby have not been, and will not be, registered under
the Securities Act (except as provided in Section 3 of the Rights Agreement) by
reason of a specific exemption from the registration provisions of the
Securities Act, the availability of which depends upon, among other things, the
bona fide of nature the investment intent and the accuracy of the Purchaser's
representations as expressed herein. Purchaser is an "accredited investor"
within the meaning of Regulation D, Rule 501(a), promulgated by the Securities
and Exchange Commission.
4.3 RULE 144. Purchaser acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from such registration is available. Purchaser is aware of the
provisions of Rule 144 promulgated under the Securities Act which permit limited
resale of shares purchased in a private placement subject to the satisfaction of
certain conditions, including, among other things, the existence of a public
market for the shares, the availability of certain current public information
about the Company, the resale occurring not less than one year after a party has
purchased and paid for the security to be sold, the sale being effected through
a "broker's transaction" or in transactions directly with a "market maker" and
the number of shares being sold during any three-month Period not exceeding
specified limitations. Purchaser understands that the certificates evidencing
the Shares will be imprinted with a legend that prohibits the transfer of such
securities unless they are registered or such registration is not required.
4.4 ACCESS TO DATA. Purchaser has had an opportunity to discuss the
Company's business, management and financial affairs with its management.
Purchaser has also had an opportunity to ask questions of officers of the
Company, which questions were answered to its satisfaction. Purchaser
understands that such discussions, as well as any written information issued by
the Company, were intended to describe certain aspects of the Company's business
and prospects but were not a thorough or exhaustive description.
4.5 AUTHORIZATION. The Agreements, when executed and delivered by the
Purchasers, will constitute valid and legally binding obligations of Purchaser,
enforceable in accordance with
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their terms, except as the indemnification provisions of Section 1.9 of the
Rights Agreement may be limited by principles of public policy, and subject to
laws of general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies.
4.6 BROKERS OR FINDERS. The Purchaser has not engaged any brokers,
finders or agents, and the Company has not, and will not, incur, directly or
indirectly, as a result of any action taken by Purchasers, any liability for
brokerage or finders' fees or agents' commissions or any similar charges in
connection with the Agreements. In the event that the preceding sentence is in
any way inaccurate, Purchaser agrees to indemnify and hold harmless the Company
from any liability for any commission or compensation in the nature of a
finder's fee (and the costs and expenses of defending against such liability)
for which the Company, or any of their officers, directors, employees or
representatives, is responsible.
4.7 TAX LIABILITY. Purchaser has reviewed with its own tax advisors the
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by the Agreements. With respect to such matters,
Purchaser relies solely on such advisors and not on any statements or
representations of the Company or any of its agents other than the
representations and warranties set forth herein. Purchaser understands that it
(and not the Company) shall be responsible for its own tax liability that may
arise as a result of this investment or the transactions contemplated by the
Agreements.
4.8 RECENT TRANSFERS. The Purchaser has not purchased, sold or
transferred any security of the Company within the sixty days immediately
proceeding the date of this Agreement.
SECTION 5
CONDITIONS TO PURCHASERS' OBLIGATIONS TO CLOSE
The Purchaser's obligations to purchase the Shares are, unless waived by
the Purchaser, subject to the fulfillment of the following conditions:
5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct in
all material respects as of the Closing Date.
5.2 COVENANTS. All covenants, agreements and conditions contained in the
Agreements to be performed by the Company on or prior to the Closing shall have
been performed or complied with in all material respects.
5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law
permits and qualifications, or have the availability of exemptions therefrom,
required by any state for the order and sale of the Shares.
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5.4 RIGHTS AGREEMENT. The Company and the Purchaser shall have executed
and delivered the Rights Agreement.
5.5 COMPLIANCE WITH LAW. No provision of any applicable law or
regulation and no judgment, injunction, order or decree shall prohibit the sale
and issuance of the Shares and the consummation of the transactions contemplated
hereby.
SECTION 6
CONDITIONS TO COMPANY'S OBLIGATIONS TO CLOSE
The Company's obligation to sell and issue the Shares is, unless waived
by the Company, subject to the fulfillment of the following conditions:
6.1 REPRESENTATIONS. The representations and warranties made by the
Purchaser in Section 4 hereof shall be true and correct as of the Closing Date.
6.2 COVENANTS. All covenants, agreements and conditions contained in the
Agreements to be performed by Purchaser on or prior to the Closing Date shall
have been performed or complied with in all material respects.
6.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law
permits and qualifications, or have the availability of exemptions therefrom,
required by any state for the offer and sale of the Shares.
6.4 RIGHTS AGREEMENT. The Company and the Purchaser shall have executed
and delivered the Rights Agreement.
6.5 COMPLIANCE WITH LAW. No provision of any applicable law or
regulation and no judgment, injunction, order or decree shall prohibit the sale
and issuance of the Shares and the consummation of the transactions contemplated
hereby.
SECTION 7
MISCELLANEOUS
7.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the internal laws of the State of California, without regard to its choice of
law rules.
7.2 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Purchaser and the
closing of the transactions contemplated hereby.
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7.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto;
provided, however, that the rights of the Purchaser to purchase the Shares shall
not be assignable without the prior written consent of the Company.
7.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents
delivered pursuant hereto at the Closing constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and no party shall be liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the Company and holders
of a majority of the Shares.
7.5 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (a) if to Purchaser, at Purchaser's address, as shown below, or at
such other address as such Purchaser shall have furnished to the Company in
writing, or (b) if to any other holder of any Shares, at such address as such
holder shall have furnished the Company in writing, or, until any such holder so
furnishes an address to the Company, then to and at the address of the last
holder of such Shares who has so furnished an address to the Company, or (c) if
to the Company, one copy should be sent to its address set forth on the cover
page of this Agreement and addressed to the attention of the Chief Executive
Officer, or at such other address as the Company shall have furnished to the
Purchaser.
Each such notice or other communication shall for all purposes of
this Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United Stales mail, addressed and mailed as aforesaid.
7.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party to this
Agreement upon any breach or default of any other party under this Agreement,
shall impair any such right, power or remedy of such non-defaulting party nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.
7.7 CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF
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THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE
SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR
25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS
AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS THE SALES IS SO EXEMPT.
7.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
7.9 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
7.10 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.
7.11 EXPENSES. The Company and the Purchaser shall each bear their own
fees, costs and expenses incurred on their behalf with respect to the Agreements
and the transactions contemplated hereby and any amendments or waiver thereto.
7.12 ATTORNEY'S FEES. In any action brought or maintained by either
party asserting a cause of action arising under or relating in any way to this
Agreement, the prevailing party shall be entitled to recover its reasonable
costs and attorney's fees.
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The foregoing Agreement is hereby executed as of the date first above
written.
EUPHONIX, INC.
a California corporation
By:
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Barry Margerum, Chief Executive Officer
PURCHASER
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Willy Gunther, an individual
[SIGNATURE PAGE TO 2/00 PURCHASE AGREEMENT]
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EXHIBIT A
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SHARES
INVESTOR AMOUNT SHARES
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Willy Gunther $300,000 240,000