1
EXHIBIT 10.47
WARRANT PURCHASE AND EXERCISE AGREEMENT
This Warrant Purchase And Exercise Agreement dated October 23, 2000 (the
"Agreement") is made by and between Corey M. Patick ("Patick") and Robert H.
Bretz including his designee ("Purchaser") in respect of that certain warrant
agreement dated May 15, 1999, by and between Patick and Auto-Graphics, Inc., a
California corporation (the "Company"), pursuant to which Patick including his
transferee (herein collectively "Patick") has the right to purchase and acquire
up to two hundred forty thousand (240,000) shares of the Company's Common Stock
at an exercise price of $.03 per share as adjusted for a three-for-one (3:1)
stock split declared by the Company effective on or about February 25, 2000 (the
"Warrant").
R E C I T A L S
WHEREAS, Patick desires to sell and transfer to the Purchaser and the
Purchaser desires to purchase from Patick and acquire all of Patick's right,
title and interest in and to the Warrant, including without limitation as
provided for in paragraph 4.B. of that certain Selling Agreement dated May 15,
1999, by and between Patick and Auto-Graphics, Inc. and as amended on (herein
collectively the "Warrant"), and to simultaneously exercise the Warrant to
purchase and acquire from the Company 240,000 shares of the Company's authorized
but unissued shares of Common Stock (the "Warrant Stock"), for a purchase price
of $.033 per share or an aggregate purchase price of $8,000) and to thereby
receive from the Company such Warrant Shares free and clear of all liens,
claims, restrictions and/or encumbrances of whatsoever nature or kind (except
for the `33 Act Legend referenced in paragraph 2 of this Agreement) including a
certificate for such Warrant Stock issued by the Company's stock transfer agent
in the name of the Purchaser, pursuant to and in accordance with the Warrant and
agreement of the Company in respect thereof as indicated herein;
WHEREAS, the foregoing purchase and exercise transaction which is the
subject of this Agreement is, pursuant to this Agreement by the Purchaser and
Patick and not otherwise, made subject to and conditioned upon the
acknowledgment, approval and agreement of the Company as to the subject matter
of this Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and the within
covenants, and subject to the conditions provided for herein, the parties
2
intending to be legally bound and obligated thereby do hereby agree, as follows:
1. Sale and Purchase of the Warrant and Warrant Stock. At the Closing,
as provided for herein in paragraph 2 (the "Closing") and subject to the
satisfaction of the condition provided for herein in paragraph 3 (the
"Condition"), Patick hereby agrees to sell, transfer and assign to the
Purchaser, and the Purchaser agrees to purchase and obtain from Patick, the
Warrant (including all right, title and interest in and to the Warrant Stock
provided for in the Warrant) for the consideration provided for in paragraph 4
of this Agreement including Exhibit A hereto (the "Consideration").
2. The Closing. The Closing shall take place within fifteen (15) days
following the satisfaction of the Condition (approval and agreement by the
Company). Subject to the satisfaction of the Condition, at the Closing the
Purchaser shall (i) pay to Patick the Consideration and (ii) deliver to the
Company the purchase price for the Warrant Shares as provided for in the Warrant
and Patick shall deliver or cause to be delivered to the Purchaser (1) the
Warrant properly endorsed for transfer to the Purchaser in the form reasonable
required by the Purchaser and (2) the Certificate in the name of the Purchaser
for the Warrant Shares issued by the Company's transfer agent for such purpose.
The Purchaser hereby acknowledges for the benefit of Patick and the
Company that the Warrant Stock to be issued by the Company and delivered by
Patick to the Purchaser at the Closing has not been registered and/or qualified
under any state or Federal securities laws, rules and regulations and is/are,
therefore, deemed to be "restricted securities" under the Securities Exchange
Act of 1934, as amended, and that the certificates representing such Warrant
Stock issued by the Company to the Purchaser at the Closing will be subject to
"stop transfer" instructions given to the Company's stock transfer agent and
that such certificate for the Warrant Stock will contain the following or a
substantially similar legend:
"The securities represented by this certificate have not been registered
under the United States Securities Act of 1933, as amended (the "Act")
or any state securities law. These shares have been
acquired for investment and may not be offered for sale, hypothecated,
sold or transferred, nor will any assignee or transferee thereof be
recognized by the Company as having any interest in such shares, in the
absence of (i) an effective registration statement with respect to the
shares under the Act, and any other applicable state law, or (ii) an
opinion of counsel satisfactory to the Company that such shares will be
offered for sale, hypothecated, sold or transferred only in a
transaction which is exempt under or is otherwise in compliance with the
applicable securities laws."
3. The Condition. The Purchaser and Patick's rights, duties and
obligations as provided for in this Agreement are, by agreement of such parties
and not otherwise, made subject to and conditioned upon receipt of the Company's
unconditional approval, agreement and commitment in respect of
3
the subject matter of this Agreement, including specifically the Company's
agreement to cause its stock transfer agent (ChaseMellon Stock Transfer) to
issue the Warrant Stock pursuant to and in accordance with the terms of the
Warrant and this Agreement as indicated by the Company's below signature.
4. The Consideration. The Consideration to be paid by the Purchaser to
Patick at the Closing for the Warrant as provided for in this Agreement is set
forth on the schedule attached hereto and incorporated herein as Exhibit A
hereto (herein the "Consideration").
5. Complete Agreement/Conflict Of Interest. This Agreement contains all
of the parties' statements, representations, understandings, agreements,
promises, covenants, assurances, warranties, guarantees and other matters
regarding the subject matter of the Agreement. This Agreement may only be
supplemented, modified, amended or otherwise changed by a further writing,
referencing this paragraph, and signed by the party sought to be bound by any
such supplement, modification, amendment. This Agreement has and shall be deemed
for all purposes to have been drafted and otherwise prepared by both of the
parties (and, to the extent applicable, by the Company) and, should any
ambiguity subsequently be determined to exist in or in respect of this Agreement
including the language used herein, then neither party (and/or the Company as
the case may be) shall suffer and prejudice or disability as a result of any
such ambiguity. Each of the parties acknowledges to the other that they have had
the opportunity to have this Agreement and matters relating thereto reviewed by
their own respective individual professional advisors including attorneys (and
that Marsha M. Patick, as the consenting spouse of Corey M. Patick) has been
advised and given the opportunity to consult with her own independent
professional advisors including attorneys in respect of the matters which are
the subject of this Agreement and her consent thereto). Patick (and, to the
extent applicable, the Company) acknowledges his awareness that the Purchaser
provides legal representation and services to the Company, and from time to time
to Patick (and Marsha M. Patick), that such factor(s) should be taken into
account by Patick (including Marsha M. Patick and, where applicable, the
Company) including without limitation in discussions with independent legal
counsel in determining to enter into and perform this Agreement and the matters
provided for herein to the extent that there does and/or may exist any conflict
of interest by, between and among the interests of the Purchaser and Patick
(including Marsha M. Patick and, where applicable, the Company).
6. Choice Of Law. This Agreement is made and shall be governed and
interpreted for all purposes under the laws of the State of California (without
regard to its conflict of law provisions).
7. Time Is Of The Essence. For purpose of this Agreement, and the
performance of the parties' responsibilities and obligations hereunder and/or
the satisfaction of conditions as provided for herein, time shall be deemed to
be of the essence.
IN WITNESS WHEREOF, the parties thereunto duly authorized, and having
consulted with independent legal counsel of their choice, have executed this
Agreement in Pomona, California, effective as of the date first set forth above.
("Purchaser")
4
Robert H. Bretz
("Patick")
Corey M. Patick
APPROVED AS TO FORM
Bill D. Ringer, Esq.
Attorney for Corey M. Patick
ACKNOWLEDGED AND AGREED
AUTO-GRAPHICS, INC.
(the "Company")
By
---------------------------------
5
Robert S. Cope, Chairman
of the Board
EXHIBIT A
CONSIDERATION
The Consideration to be paid by the Purchaser to Patick at the Closing
for the Warrant (including the Warrant Stock) as provided for in paragraph 4 of
the Agreement shall be Sixty-Five Thousand Dollars ($65,000).
Initials:
_______ Patick
_______ Purchaser
6
SPOUSAL CONSENT
BY MARSHA M. PATICK
The undersigned Marsha M. Patick, the spouse of Corey M. Patick, having
been previously advised to consult separate and independent legal counsel in
respect of such matters including this Consent (collectively the "Agreement"),
acknowledges having read and understood the Agreement and the provisions thereof
and, recognizing that such Agreement could affect her interests, rights and
benefits including without limitation community property rights and interests in
and to the Warrant and the Warrant Stock and the amount of Compensation being
paid therefor as provided for in the Agreement, voluntarily and finally provides
the within consent and approval to the Agreement and the subject matters thereof
and thereby and hereby agrees and promises not to subsequently contest or make
any claims including without limitation against the Purchaser (and/or the
Company) in respect of the Agreement and/or the subject matter thereof.
The undersigned acknowledges and agrees that this Consent is for the
benefit of the Purchaser (and the Company) and that such Purchaser (and the
Company) are entitled to and will rely upon the Consent in determining to enter
into and performing this Agreement and the provisions thereof.
Marsha M. Patick
October ___, 2000