{"id":43609,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-purchase-agreement-broadvision-delaware-llc-and-chrm.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-purchase-agreement-broadvision-delaware-llc-and-chrm","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/share-purchase-agreement-broadvision-delaware-llc-and-chrm.html","title":{"rendered":"Share Purchase Agreement – BroadVision (Delaware) LLC and CHRM LLC"},"content":{"rendered":"

BROADVISION (DELAWARE) LLC<\/strong><\/p>\n

\n

SHARE PURCHASE AGREEMENT<\/strong><\/p>\n

\n

This Share Purchase Agreement<\/strong> (the “Agreement”) is made as
\nof November 14, 2008 between BroadVision Delaware LLC,<\/strong> a
\nDelaware limited liability company (the “Company”), and CHRM
\nLLC<\/strong>, a Delaware limited liability company (“Purchaser”).<\/p>\n<\/p>\n

Whereas,<\/strong> the Company desires to issue, and Purchaser desires
\nto acquire, a limited liability company interest in the Company as herein
\ndescribed, on the terms and conditions hereinafter set forth; and<\/p>\n<\/p>\n

Whereas,<\/strong> the issuance of Shares (as hereinafter defined)
\nhereby is being made in conformity with Regulation D promulgated by the
\nSecurities and Exchange Commission under the Securities Act of 1933, as amended
\n(the “Act);<\/p>\n<\/p>\n

Now, Therefore, It Is Agreed<\/strong> between the parties as follows:\n<\/p>\n<\/p>\n

1.<\/strong> Purchase and Sale of Shares<\/strong>.
\n<\/strong>Purchaser hereby agrees to purchase from the Company, and the Company
\nhereby agrees to sell to Purchaser, an aggregate of Twenty<\/strong>
\n(20<\/strong>) Class B Shares of the Company (the “Shares”) at
\n$100.00<\/strong>*<\/a><\/sup>
\nper Share, for an aggregate purchase price of
\n$2,000.00<\/strong>*<\/a><\/sup>,
\npayable as follows:<\/p>\n<\/p>\n

Transfer of intellectual property rights pursuant to the<\/p>\n<\/p>\n

Technology Assignment Agreement attached as Exhibit A
\n……………………………………………………$2,000.00<\/strong>*<\/a><\/sup>\n<\/p>\n<\/p>\n

The closing hereunder, including payment for and issuance of the Shares,
\nshall occur concurrently with the execution of this Agreement.<\/p>\n<\/p>\n

2.<\/strong> Limitations on Transfer<\/strong>.
\n<\/strong>In addition to any other limitation on transfer created by applicable
\nsecurities laws and the Company153s operating agreement, Purchaser shall not
\nassign, hypothecate, donate, encumber or otherwise dispose of any interest in
\nthe Shares except in compliance with the provisions herein, the Company153s
\noperating agreement and applicable securities laws. Furthermore, the Shares
\nshall be subject to any right of first refusal in favor of the Company or its
\nassignees that may be contained in the Company153s Bylaws or operating agreement.\n<\/p>\n<\/p>\n

3.<\/strong> Investment Representations.<\/strong> In
\nconnection with the purchase of the Shares, Purchaser represents to the Company
\nthe following:<\/p>\n<\/p>\n

(a)<\/strong> Purchaser is aware of the Company153s business affairs and
\nfinancial condition and has acquired sufficient information about the Company to
\nreach an informed and knowledgeable decision to acquire the Shares. Purchaser is
\npurchasing the Shares for investment for Purchaser153s own account only and not
\nwith a view to, or for resale in connection with, any “distribution” thereof
\nwithin the meaning of the Act.<\/p>\n<\/p>\n

(b)<\/strong> Purchaser understands that the Shares have not been
\nregistered under the Act by reason of a specific exemption therefrom, which
\nexemption depends upon, among other things, the bona fide nature of Purchaser153s
\ninvestment intent as expressed herein.<\/p>\n<\/p>\n

(c)<\/strong> Purchaser further acknowledges and understands that the
\nShares must be held indefinitely unless the Shares are subsequently registered
\nunder the Act or an exemption from such registration is available. Purchaser
\nfurther acknowledges and understands that the Company is under no obligation to
\nregister the Shares.<\/p>\n<\/p>\n

(d)<\/strong> Purchaser is familiar with the provisions of Rules 144
\nand 701, under the Act, as in effect from time to time, which, in substance,
\npermit limited public resale of “restricted securities” acquired, directly or
\nindirectly, from the issuer thereof (or from an affiliate of such issuer), in a
\nnon-public offering subject to the satisfaction of certain conditions. Rule 701
\nprovides that if the issuer qualifies under Rule 701 at the time of issuance of
\nthe securities, such issuance will be exempt from registration under the Act. In
\nthe event the Company becomes subject to the reporting requirements of Section
\n13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under
\nRule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the
\nsatisfaction of certain of the conditions specified by Rule 144 and the market
\nstand-off provision described in Section 10 below.<\/p>\n<\/p>\n

In the event that the sale of the Shares do not qualify under Rule 701 at the
\ntime of purchase, then the Shares may be resold by Purchaser in certain limited
\ncircumstances subject to the provisions of Rule 144, which requires, among other
\nthings: (i) the availability of certain public information about the Company and
\n(ii) the resale occurring following the required holding period under Rule 144
\nafter the Purchaser has purchased, and made full payment of (within the meaning
\nof Rule 144), the securities to be sold.<\/p>\n<\/p>\n

(e)<\/strong> Purchaser further understands that at the time Purchaser
\nwishes to sell the Shares there may be no public market upon which to make such
\na sale, and that, even if such a public market then exists, the Company may not
\nbe satisfying the current public information requirements of Rule 144 or 701,
\nand that, in such event, Purchaser would be precluded from selling the Shares
\nunder Rule 144 or 701 even if the minimum holding period requirement had been
\nsatisfied.<\/p>\n<\/p>\n

(f)<\/strong> Purchaser further warrants and represents that Purchaser
\nhas either (i) preexisting personal or business relationships, with the Company
\nor any of its officers, directors or controlling persons, or (ii) the capacity
\nto protect his own interests in connection with the purchase of the Shares by
\nvirtue of the business or financial expertise of himself or of professional
\nadvisors to Purchaser who are unaffiliated with and who are not compensated by
\nthe Company or any of its affiliates, directly or indirectly.<\/p>\n<\/p>\n

4.<\/strong> Market Stand-Off Agreement.<\/strong> Purchaser
\nshall not sell, dispose of, transfer, make any short sale of, grant any option
\nfor the purchase of, or enter into any hedging or similar transaction with the
\nsame economic effect as a sale, any Shares or other securities of the Company
\nheld by Purchaser, including the Shares (the “Restricted Securities”), for a
\nperiod of time specified by the managing underwriter (not to exceed one hundred
\neighty (180) days, extendable by the managing underwriter under certain
\ncircumstances for up to an additional seventeen (17) days) following the
\neffective date of a registration statement of the Company filed under the Act.
\nPurchaser agrees to execute and deliver such other agreements as may be
\nreasonably requested by the Company and\/or the managing underwriter which are
\nconsistent with the foregoing or which are necessary to give further effect
\nthereto. In order to enforce the foregoing covenant, the Company may impose
\nstop-transfer instructions with respect to Purchaser153s Restricted Securities
\nuntil the end of such period.<\/p>\n<\/p>\n

5.<\/strong> Refusal to Transfer<\/strong>.
\n<\/strong>The Company shall not be required (a) to transfer on its books any
\nShares of the Company which shall have been transferred in violation of any of
\nthe provisions set forth in this Agreement or (b) to treat as owner of such
\nshares or to accord the right to vote as such owner or to pay dividends to any
\ntransferee to whom such shares shall have been so transferred.<\/p>\n<\/p>\n

6.<\/strong> MISCELLANEOUS.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> Notices. <\/strong>Any notice required or
\npermitted hereunder shall be given in writing and shall be deemed effectively
\ngiven upon personal delivery or sent by telegram or fax or three days after
\ndeposit in the United States Post Office, by registered or certified mail with
\npostage and fees prepaid, addressed to the other party hereto at his address
\nhereinafter shown below its signature or at such other address as such party may
\ndesignate by ten (10) days153 advance written notice to the other party hereto.\n<\/p>\n<\/p>\n

(b)<\/strong> Successors and Assigns. <\/strong>This Agreement
\nshall inure to the benefit of the successors and assigns of the Company and,
\nsubject to the restrictions on transfer herein set forth, be binding upon
\nPurchaser, Purchaser153s successors, and assigns.<\/p>\n<\/p>\n

(c)<\/strong> Attorneys153 Fees; Specific Performance.
\n<\/strong>Purchaser shall reimburse the Company for all costs incurred by the
\nCompany in enforcing the performance of, or protecting its rights under, any
\npart of this Agreement, including reasonable costs of investigation and
\nattorneys153 fees.<\/p>\n<\/p>\n

(d)<\/strong> Governing Law; Venue. <\/strong>This Agreement
\nshall be governed by and construed in accordance with the laws of the State of
\nCalifornia. The parties agree that any action brought by either party to
\ninterpret or enforce any provision of this Agreement shall be brought in, and
\neach party agrees to, and does hereby, submit to the jurisdiction and venue of,
\nthe appropriate state or federal court for the district encompassing the
\nCompany153s principal place of business.<\/p>\n<\/p>\n

(e)<\/strong> Further Execution. <\/strong>The parties agree to
\ntake all such further action(s) as may reasonably be necessary to carry out and
\nconsummate this Agreement as soon as practicable, and to take whatever steps may
\nbe necessary to obtain any governmental approval in connection with or otherwise
\nqualify the issuance of the securities that are the subject of this Agreement.\n<\/p>\n<\/p>\n

(f)<\/strong> Independent Counsel.<\/strong> Purchaser
\nacknowledges that this Agreement has been prepared on behalf of the Company by
\nCooley Godward Kronish LLP, counsel to the Company and that Cooley Godward
\nKronish LLP does not represent, and is not acting on behalf of, Purchaser.
\nPurchaser has been provided with an opportunity to consult with Purchaser153s own
\ncounsel with respect to this Agreement.<\/p>\n<\/p>\n

(g)<\/strong> Entire Agreement; Amendment. <\/strong>This
\nAgreement constitutes the entire agreement between the parties with respect to
\nthe subject matter hereof and supersedes and merges all prior agreements or
\nunderstandings, whether written or oral. This Agreement may not be amended,
\nmodified or revoked, in whole or in part, except by an agreement in writing
\nsigned by each of the parties hereto.<\/p>\n<\/p>\n

(h)<\/strong> Severability.<\/strong> If one or more provisions
\nof this Agreement are held to be unenforceable under applicable law, the parties
\nagree to renegotiate such provision in good faith. In the event that the parties
\ncannot reach a mutually agreeable and enforceable replacement for such
\nprovision, then (i) such provision shall be excluded from this Agreement, (ii)
\nthe balance of the Agreement shall be interpreted as if such provision were so
\nexcluded and (iii) the balance of the Agreement shall be enforceable in
\naccordance with its terms.<\/p>\n<\/p>\n

(i)<\/strong> Counterparts.<\/strong> This Agreement may be
\nexecuted in two or more counterparts, each of which shall be deemed an original
\nand all of which together shall constitute one instrument.<\/p>\n<\/p>\n

In Witness Whereof,<\/strong> the parties hereto have executed this
\nAgreement as of the day and year first above written.<\/p>\n<\/p>\n<\/p>\n

Company:<\/strong><\/p>\n<\/p>\n<\/p>\n

BroadVision (Delaware) LLC<\/strong><\/p>\n<\/p>\n

By: \/s\/ Pehong Chen<\/u><\/em> <\/u><\/p>\n<\/p>\n

Pehong Chen<\/p>\n<\/p>\n

Manager<\/p>\n<\/p>\n

Address: 1600 Seaport Boulevard<\/p>\n<\/p>\n

North Building, Fifth Floor<\/p>\n<\/p>\n

Redwood City, CA 94063<\/p>\n<\/p>\n<\/p>\n

Purchaser:<\/strong><\/p>\n<\/p>\n<\/p>\n

CHRM LLC<\/strong><\/p>\n<\/p>\n

By: \/s\/ Pehong Chen <\/u><\/em><\/p>\n<\/p>\n

Pehong Chen<\/p>\n<\/p>\n

Manager<\/p>\n<\/p>\n

Address: 93 Ridgeview Drive<\/p>\n<\/p>\n

Atherton, CA 94027<\/p>\n<\/p>\n<\/p>\n

\n

*<\/sup> Subject to adjustment under certain circumstances as provided in
\nthe Company153s operating agreement.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Exhibit A<\/strong><\/p>\n

\n

TECHNOLOGY ASSIGNMENT AGREEMENT<\/strong><\/p>\n

\n

This Technology Assignment Agreement<\/strong> (the “Agreement”) is
\nmade and entered into as of November 14, 2008 between CHRM LLC<\/strong>
\n(“Assignor”) and BroadVision (Delaware) LLC<\/strong>, a Delaware limited
\nliability company (the “Company”). The parties hereto agree as follows.<\/p>\n<\/p>\n

1.<\/strong> Assignor hereby irrevocably assigns, sells, transfers and
\nconveys to the Company all right, title and interest, on a worldwide basis, in
\nand to the technology and other rights described in Schedule 1 attached hereto
\nand all applicable intellectual property rights, on a worldwide basis, related
\nthereto, including, without limitation, copyrights, trademarks, trade secrets,
\npatents, patent applications, moral rights, contract and licensing rights (the
\n“Property”). In consideration for such transfer of the Property, the Company
\nshall issue to Assignor 20 of its Class B Shares (the “Payment”). Assignor
\nhereby acknowledges that it retains no right to use the Property and agrees not
\nto challenge the validity of the Company153s ownership of the Property.<\/p>\n<\/p>\n

2.<\/strong> Upon each request by the Company, without additional
\nconsideration, Assignor agrees to promptly execute documents, testify and take
\nother acts at the Company153s expense as the Company may deem necessary or
\ndesirable to procure, maintain, perfect, and enforce the full benefits,
\nenjoyment, rights, title and interest, on a worldwide basis of the Property
\nassigned hereunder, and render all necessary assistance in making application
\nfor and obtaining original, divisional, renewal, or reissued utility and design
\npatents, copyrights, mask works, trademarks, trade secrets, and all other
\ntechnology and intellectual property rights throughout the world related to any
\nof the Property, in the Company153s name and for its benefit. In the event the
\nCompany is unable for any reason, after reasonable effort, to secure Assignor153s
\nsignature on any document needed in connection with the actions specified
\nherein, Assignor hereby irrevocably designates and appoints the Company and its
\nduly authorized officers and agents as its agent and attorney in fact, which
\nappointment is coupled with an interest, to act for and in its behalf to
\nexecute, verify and file any such documents and to do all other lawfully
\npermitted acts to further the purposes of this paragraph with the same legal
\nforce and effect as if executed by Assignor. Assignor hereby waives and
\nquitclaims to the Company any and all claims, of any nature whatsoever, which
\nAssignor now or may hereafter have for infringement of any Property assigned
\nhereunder.<\/p>\n<\/p>\n

3.<\/strong> Assignor further agrees to deliver to the Company upon
\nexecution of this Agreement any and all tangible manifestations of the Property,
\nincluding, without limitation, all notes, records, files and tangible items of
\nany sort in its possession or under its control relating to the Property. Such
\ndelivery shall include all present and predecessor versions. In addition,
\nAssignor agrees to provide to the Company from and after the execution of this
\nAgreement and at the expense of the Company competent and knowledgeable
\nassistance to facilitate the transfer of all information, know-how, techniques,
\nprocesses and the like related to such tangible manifestation and otherwise
\ncomprising the intangible aspects of the Property.<\/p>\n<\/p>\n

4.<\/strong> Assignor represents and warrants to the Company that (a)
\nAssignor is the sole owner of the Property and has full and exclusive right to
\nassign the rights assigned herein, (b) Assignor has full right and power to
\nenter into and perform this Agreement without the consent of any third party,
\n(c) all of the Property is free and clear of all claims, liens, encumbrances and
\nthe like of any nature whatsoever, (d) the Property is an original work of
\nAssignor, (e) none of the Property infringes, conflicts with or violates any
\npatent or other intellectual property right of any kind (including, without
\nlimitation, any trade secret) or similar rights of any third party, (f) Assignor
\nwas not acting within the scope of employment or other service arrangements with
\nany third party when conceiving, creating or otherwise performing any activity
\nwith respect to the Property, (g) the execution, delivery and performance of
\nthis Agreement does not conflict with, constitute a breach of, or in any way
\nviolate any arrangement, understanding or agreement to which Assignor is a party
\nor by which Assignor is bound, and (h) Assignor has maintained the Property in
\nconfidence and has not granted, directly or indirectly, any rights or interest
\nwhatsoever in the Property to any third party.<\/p>\n<\/p>\n

5.<\/strong> Assignor further represents and warrants to the Company
\nthat no claim, whether or not embodied in an action past or present, of any
\ninfringement, of any conflict with, or of any violation of any patent, trade
\nsecret or other intellectual property right or similar right, has been made or
\nis pending or threatened against Assignor relative to the Property. Assignor
\nagrees to promptly inform the Company of any such claim arising or threatened in
\nthe future with respect to the Property or any part thereof.<\/p>\n<\/p>\n

6.<\/strong> Assignor will indemnify and hold harmless the Company,
\nfrom any and all claims, losses, liabilities, damages, expenses and costs
\n(including attorneys153 fees and court costs) which result from a breach or
\nalleged breach of any representation or warranty of Assignor (a “Claim”) set
\nforth in this Agreement, provided that the Company gives Assignor written notice
\nof any such Claim and Assignor has the right to participate in the defense of
\nany such Claim at its expense.<\/p>\n<\/p>\n

7.<\/strong> This Agreement and the Exhibits attached hereto
\nconstitute the entire, complete, final and exclusive understanding and agreement
\nof the parties hereto with respect to the subject matter hereof, and supersedes
\nany other prior or contemporaneous oral understanding or agreement or any other
\nprior written agreement. No modification of or amendment to this Agreement, nor
\nany waiver of any rights under this Agreement, will be effective unless in
\nwriting and signed by the parties hereto.<\/p>\n<\/p>\n

8.<\/strong> This Agreement will be governed and construed in
\naccordance with the laws of the State of California as applied to transactions
\ntaking place wholly within California between California residents. Assignor
\nhereby expressly consents to the personal jurisdiction of the state and federal
\ncourts located in San Mateo County, California, for any lawsuit filed there
\nagainst Assignor by the Company arising from or related to this Agreement.<\/p>\n<\/p>\n

9.<\/strong> If any provision of this Agreement is found invalid or
\nunenforceable, in whole or in part, the remaining provisions and partially
\nenforceable provisions will, nevertheless, be binding and enforceable.<\/p>\n<\/p>\n

10.<\/strong> Failure by either party to exercise any of its rights
\nhereunder shall not constitute or be deemed a waiver or forfeiture of such
\nrights.<\/p>\n<\/p>\n

11.<\/strong> The provisions hereof shall inure to the benefit of, and
\nbe binding upon, the successors, assigns, heirs, executors and administrators of
\nthe parties hereto.<\/p>\n<\/p>\n

In Witness Whereof,<\/strong> the parties hereto have executed this
\nAgreement as of the day and year first above written.<\/p>\n<\/p>\n

COMPANY:<\/strong><\/p>\n<\/p>\n<\/p>\n

BroadVision (Delaware) LLC<\/strong><\/p>\n<\/p>\n

By: \/s\/ Pehong Chen<\/u><\/em> <\/u><\/p>\n<\/p>\n

Pehong Chen<\/p>\n<\/p>\n

Manager<\/p>\n<\/p>\n

ASSIGNOR:<\/strong><\/p>\n<\/p>\n<\/p>\n

CHRM LLC<\/strong><\/p>\n<\/p>\n

By: \/s\/ Pehong Chen <\/u><\/em><\/p>\n<\/p>\n

Pehong Chen<\/p>\n<\/p>\n

Manager<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Schedule 1 to Technology Assignment Agreement<\/strong>\n<\/p>\n

\n

DESCRIPTION OF TECHNOLOGY<\/strong><\/p>\n

\n

All right, title and interest of Assignor and of all persons claiming by,
\nthrough and under Assignor in, to and under all intellectual property or other
\nrights of any kind or description relating to the “CHRM” software development
\nproject currently being pursued by BroadVision, Inc. and its affiliates, however
\nsuch rights may have been developed or acquired and whether or not such rights
\nhave been reduced to writing.<\/p>\n<\/p>\n

The types of rights assigned hereby include, without limitation: (a) trade
\nsecrets, inventions, ideas, processes, computer source and object code, data,
\nformulae, programs, other works of authorship, know-how, improvements,
\ndiscoveries, developments, designs, and techniques; (b) information regarding
\nproducts, services, plans for research and development, marketing and business
\nplans, budgets, financial statements, contracts, prices, suppliers, and
\ncustomers; (c) information regarding the skills and compensation of employees,
\ncontractors, and any other service providers; and (d) the existence of any
\nbusiness discussions, negotiations, or agreements with any third party.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

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