Exhibit 10.11c
Confidential
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of this
28th day of June 2002, by and between RMU Management LLC ("Seller") and i3
Mobile, Inc., a Delaware Corporation (hereinafter referred to as the "Buyer" or
the "Company").
W I T N E S S E T H:
WHEREAS, the Seller desires to sell 303,272 shares of Common Stock, $0.01
par value (the "Shares") of the Company and the Buyer desires to purchase the
Shares from the Seller, all on the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto, in consideration of the foregoing
premises and other good and valuable consideration, hereby agree as follows:
1. Sale and Purchase of the Shares.
Subject to the terms and conditions of this Agreement, the Seller hereby
transfers, assigns and sells the Shares to the Buyer, and the Buyer hereby
purchases the Shares from the Seller, at a purchase price of $0.69 per share,
for an aggregate purchase price of $ 209,257.68 (the "Purchase Price"), payable
to Seller.
In consideration for an extension of the terms of that certain Note dated
September 5, 2001, by and between Buyer and RMU Management LLC (the "Note")
through December 31, 2002 (the "Extension"), Seller shall grant Buyer a first
priority lien (the "Security Interest") on an additional Three Hundred and
Thirty Three Thousand and Three Hundred and Thirty Three (333,333) Shares of
the Buyer's Common Stock owned by RMU Management LLC
and represented by certificate number 0372 (the "Additional Collateral"). RMU
Management LLC shall deliver to the Buyer, subsequent to the execution of this
Agreement, the stock certificate(s) evidencing the Additional Collateral
together with a stock power duly executed in blank by RMU Management LLC.
Subject to the terms of the Note and the Extension on the terms granted
herein, accrued and unpaid interest on the principal of the outstanding
principal of the Note and all interest accruing from September 5, 2002 through
December 31, 2002 equals $10,910.96. Seller agrees to offset the Purchase Price
by this interest amount resulting in a net purchase price of $198,346.72 (the
"Net Purchase Price"). Buyer acknowledges that this payment is in full
satisfaction of the interest obligation of RMU Management LLC with regards to
the Extension granted herein under the Note. Notwithstanding the foregoing, the
outstanding principal amount of the Note and any interest accruing thereon, if
any, after December 31, 2002 shall remain due and payable in accordance with
the terms of the Note.
2. Payment for and Delivery of the Shares.
(a) The Purchase Price shall be paid to Seller in cash by wire transfer
to the account of Robert M. Unnold subsequent to the execution hereof;
receipt thereof is hereby acknowledged by Seller.
(b) Contemporaneously herewith, the Seller is delivering to the Buyer a
certificate or certificates (the "Certificates") evidencing the Shares, duly
endorsed, or accompanied by a stock power separate from the certificate duly
executed in blank for transfer, receipt of which is hereby acknowledged by
the Buyer.
2
3. Representations and Warranties of the Seller.
The Seller represents, warrants and agrees to and with the Buyer as follows:
(a) Title to Shares. The Seller is the record and beneficial owner of
the Shares, with good and marketable title thereto, free and clear of all
liens, pledges, encumbrances, restrictions, options, rights to purchase
and/or claims of any kind. Other than Seller, no person has any interest in
the Shares owned by Seller.
(b) Non-Contravention. The execution and delivery of this Agreement,
and the consummation by the Seller of the transactions contemplated by this
Agreement, does not constitute a default under (or an event which notice or
lapse of time or both could become a default) or give to others any rights
of termination, amendment or cancellation of, any material agreement,
indenture or instrument which the Seller is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree (foreign
or domestic and including federal and state securities laws and regulations)
applicable to the Seller, or by which any material Property or asset of the
Seller is bound.
(c) Knowledge of Seller. The Seller has received all materials which
have been requested by the Seller and has had a reasonable opportunity to
ask questions concerning the Company; and the Company has answered all
inquiries that the Seller has put to them. The Seller represents that it is
a sophisticated investor and has had an opportunity to review and has
reviewed the Company's Annual Report on Form 10-K for the year ending
December 31, 2001, the Company's Form 10-Q for the period ending March 31,
2002 and other such publicly available materials concerning the Company as
it has requested.
3
4. Representations and Warranties of the Buyer.
The Buyer represents, warrants and agrees to and with the Seller as follows:
(a) Organization. The Buyer is a corporation duly organized and validly
existing under the laws of the State of Delaware. The Buyer has all
requisite corporate power and authority, and holds all licenses, permits and
other required authorizations from governmental authorities, necessary to
conduct its businesses as it is now being conducted or proposed to be
conducted and to own or lease its properties and assets as they are now
owned or held under lease. The Buyer has full power and authority to
execute, deliver and perform the terms and provisions of this Agreement and
has taken all necessary and appropriate action to authorize the execution,
delivery and performance of this Agreement. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the Buyer and
constitutes the legal, valid and binding obligation of the Buyer,
enforceable against it in accordance with its terms.
(b) Non-Contravention. The execution and delivery of this Agreement,
and the consummation by the Buyer of the transactions contemplated by this
Agreement, does not: (i) result in a violation of the Articles of
Incorporation or the By-Laws of the Company, or (ii) constitute a default
under (or an event which notice or lapse of time or both could become a
default) or give to others any rights of termination, amendment or
cancellation of, any material agreement, indenture or instrument which the
Buyer is a party, or result in a violation of any law, rule, regulation,
order, judgment or decree (foreign or domestic and including federal and
state securities laws and regulations) applicable to the Buyer or by which
any material property or asset of the Buyer is bound.
4
(c) Compliance With Law. The Buyer has complied in all material
respects with all applicable statutes and regulations of the United States
and of all states, municipalities and applicable agencies and foreign
jurisdictions or bodies in respect of the conduct of its business and
operations, and the failure, if any, by the Buyer to have fully complied
with any such statute or regulation has not and will not result in a
material adverse effect on the financial condition or results of operations
of the Company.
(d) Reporting Company Status. The Company is registered under Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company files reports with the Securities and Exchange Commission (the
"Commission") pursuant to Section 12 and/or 15(d) of the Exchange Act. The
Company has duly filed all materials and documents required to be filed
pursuant to all reporting obligations under either Section 13(a) or 15(d) of
the Exchange Act (the "SEC Filings"). The Company is currently listed and
traded on the Nasdaq National Market. The Company is aware, however, by
letter dated June 12, 2002 from the Nasdaq National Market (the
"Correspondence"), of a contemplated action or proceeding to suspend the
trading of the common stock of the Company due to the below minimum closing
price of the Company's Stock for thirty (30) consecutive trading days. The
Company has ninety (90) calendar days from the date such Correspondence to
regain compliance and avoid delisting of its securities. The Company's SEC
Filings have complied when filed, in all material respects, with all
applicable requirements of the Exchange Act, and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated or therein necessary to make the statements contained therein not
misleading in light of the circumstances under which they were made.
5
5. Miscellaneous.
(a) All agreements and representations and warranties made herein shall
survive delivery of any payment for the Shares and the consummation of the
transactions contemplated herein.
(b) This Agreement sets forth the entire mutual understanding (and
supersedes any and all understandings, negotiations and/or agreements,
written or oral, not expressly set forth in this Agreement in writing signed
by the parties hereto) between the Seller and the Buyer relating to the
purchase of the Shares hereunder. This Agreement shall be binding upon and
shall inure to the benefit of the Seller and the Buyer and their respective
'successors and assigns. This Agreement cannot be modified, changed,
discharged or terminated except by an instrument in writing signed by the
party sought to be charged.
(c) This Agreement and all of the terms, conditions and provisions
hereof shall be governed by, and shall be construed and interpreted in
accordance with, the laws of the State of Delaware.
6
(d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
RMU MANAGEMENT LLC
By: /s/ Robert M. Unnold
-------------------------------------
Name: Robert M. Unnold
Title: Member
i3 MOBILE, INC.
By: /s/ Edward J. Fletcher
-------------------------------------
Name: Edward J. Fletcher
Title: Senior Vice President Finance
7