{"id":43731,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-subscription-agreement-legal-research-center-inc-and4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-subscription-agreement-legal-research-center-inc-and4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-subscription-agreement-legal-research-center-inc-and4.html","title":{"rendered":"Stock Subscription Agreement &#8211; Legal Research Center Inc. and James J. Seifert"},"content":{"rendered":"<pre>\n\n\n                          STOCK SUBSCRIPTION AGREEMENT\n\n\n     THIS AGREEMENT is effective this 3rd day of September, 1996, between Legal\nResearch Center, Inc., a Minnesota corporation (the 'Company') and James J.\nSeifert, a director of the Company ('Seifert').\n\n     WHEREAS, Seifert desires to purchase 40,000 additional shares of the\nCompany's Common Stock (the 'Shares') pursuant to the provisions of this\nAgreement and The Board of Directors of the Company has determined that it is in\nthe best interests of the Company to provide Seifert with an opportunity to\nincrease his ownership of the Company.\n\n     NOW, THEREFORE, the parties agree as follows:\n\n     1.   ISSUANCE AND SALE OF THE SHARES.  In consideration of the execution of\na promissory note for $75,625 (or $1.890625 per share, the closing asked price\nof the Common Stock on September 4, 1996) in the form attached hereto as Exhibit\nA (the 'Promissory Note'), the Company shall issue the Shares to Seifert.  The\nPromissory Note shall be secured by a pledge of the Shares to the Company\npursuant to a stock pledge agreement in the form attached hereto as Exhibit B,\nbut shall be otherwise non-recourse to Seifert.\n\n     2.   REPRESENTATIONS OF SEIFERT.  Seifert hereby represents and warrants to\nthe Company that he is purchasing the Shares for investment purposes and not\nwith a view to their redistribution or resale.  He has the full power, right,\nlegal capacity, and authority to enter into and perform his obligations under\nthis Agreement, and no approval or consent of any third parties is necessary in\nconnection herewith.  He has had the opportunity to review the merits of the\npurchase of the Shares contemplated hereby with tax and legal counsel and\nfinancial advisors as deemed appropriate.  Seifert understands that the Shares\nacquired pursuant to this Agreement have not been registered under the\nSecurities Act of 1933, as amended (the 'Act'), and have not been registered\nunder the blue sky laws of the State of Minnesota or any other state.  Seifert\nunderstands that without such registration, the Shares may not be sold, pledged,\nhypothecated or otherwise transferred, except pursuant to an exemption from\nregistration or such registration.  The Shares are therefore, what is commonly\nreferred to as 'restricted stock.'\n\n     3.   ENTIRE AGREEMENT; MODIFICATION; WAIVER.  This Agreement constitutes\nthe entire agreement between the parties pertaining to the subject matter\ncontained herein and supersedes all prior and contemporaneous agreements,\nrepresentations, and understandings of the parties.  No supplement,\nmodification, or amendment of this Agreement shall be binding unless executed in\nwriting by both of the parties.  No waiver of any of the provisions of this\nAgreement shall be deemed, or shall constitute, a waiver of any other provision,\nwhether or not similar, nor shall any waiver constitute a continuing waiver.  No\nwaiver shall be binding unless executed in writing by the party making the\nwaiver.\n\n\n\n\n     4.   REGISTRATION RIGHTS.  If at any time (and each time) for a period of\nfive years from the date of repayment of the Promissory Note, the Company files\na registration statement with the Securities and Exchange Commission pursuant to\nthe Securities Act of 1933 (the 'Securities Act'), or pursuant to any other act\npassed after the date of this Agreement (a 'Registration Statement'), which\nfiling provides for the sale of securities of the Company to the public, or\nfiles a Regulation A Offering Statement under the Securities Act, the Company\nshall, subject to the provisions hereof, offer to Seifert the opportunity to\nregister or qualify the Shares; provided, however, that in the case of a\nRegulation A Offering, the opportunity to qualify shall be limited to the amount\nof the available exemption after taking into account the securities that the\nCompany wishes to qualify; and provided further that if in the good faith\njudgment of the managing underwriter of such offering, the inclusion of all of\nthe Shares covered by Seifert's request for registration would reduce the number\nof shares to be offered by the Company or interfere with the successful\nmarketing of the shares by the Company, the number of shares otherwise to be\nincluded in the Registration Statement shall be reduced pro rata among the\nselling shareholders in such offering participating in such registration. \nNotwithstanding anything to the contrary, the registration rights set forth\nherein shall not be applicable to a registration statement on Forms S-4, S-8 or\ntheir successors or any other inappropriate forms filed by the Company with the\nSEC.  The Company shall bear all expenses of the registration of the Shares.\n\n     5.   GOVERNING LAW.  this Agreement shall be construed in accordance with\nand governed by the laws of the State of Minnesota.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day\nand year first above written.\n\n                             SEIFERT:\n\n\n                             \/s\/ James J. Seifert\n                             ------------------------------------\n                             James J. Seifert\n\n                             THE COMPANY:\n                             LEGAL RESEARCH CENTER, INC.\n\n\n\n                             By: ________________________________\n\n                             Its: _______________________________\n\n\n\n                                    EXHIBIT A\n\n                                 PROMISSORY NOTE\n\n$75,625                                                        SEPTEMBER 3, 1996\n\n  FOR VALUE RECEIVED, JAMES J. SEIFERT, hereinafter the 'Obligor,' promises to\npay to LEGAL RESEARCH CENTER, INC., a Minnesota corporation ('LRC'), on\nSeptember 2, 2003 (the 'Due Date'), the principal sum of Seventy-Five Thousand\nSix Hundred Twenty-Five and No\/100 Dollars ($75,625) together with interest\naccruing on the principal balance hereof at the rate of eight and one-half\n(8.5%) per annum.  No payments of principal or interest shall be due prior to\nthe Due Date.  All payments pursuant to this Note shall be paid in lawful money\nof the United States at the principal office of LRC or at such other place as\nLRC may designate in writing.\n\n  This Promissory Note is given as payment for the purchase, pursuant to a\nStock Subscription Agreement dated of even date herewith, of 40,000 shares of\nCommon Stock of LRC.  This Note is secured by a pledge of the Shares, but is\notherwise non-recourse against the Obligor.  This Note may not be prepaid except\nin connection with a merger or acquisition of LRC or a sale of substantially all\nof its assets.\n\n  This Note may not be assigned, nor the securities underlying this Note\ntransferred, by LRC.\n\n  Without affecting the liability of any maker, endorser or guarantor, LRC may,\nwithout notice, renew or extend the time for payment or accept partial payments.\nAny maker, endorser or guarantor hereby waives presentment, demand, protest or\nnotice of intention to accelerate.\n\n  IN WITNESS WHEREOF, the Obligor has caused this Note to be executed effective\nas of the date and year first above written.\n\n\n\n\n                                   _________________________________\n                                   James J. Seifert\n\n\n\n\n                                    EXHIBIT B\n\n                             STOCK PLEDGE AGREEMENT\n\n\n     THIS AGREEMENT is made as of this 3rd day of September, 1996, by and\nbetween Legal Research Center, Inc., hereinafter referred to as 'Secured Party'\nand James J. Seifert, hereinafter referred to as 'Debtor'.\n\n     IN CONSIDERATION of the mutual covenants and promises herein contained, the\nSecured Party and Debtor agree:\n\n     1)  SECURITY INTEREST.  For value received, Debtor hereby grants Secured\nParty a security interest in 40,000 of his shares of Common Stock of Secured\nParty, (the shares hereinafter referred to as the 'Shares'), together with all\nrights related thereto.\n\n     2)  OBLIGATION SECURED.  The Shares shall secure payment of the\nindebtedness and obligations of Debtor (the 'Indebtedness') under the certain\nStock Subscription Agreement of the 3rd day of September, 1996, by and between\nthe parties hereto (the 'Agreement') and the certain Note (the 'Note') of the\n3rd day of September, 1996, issued by Debtor to Secured Party.\n\n     3)  REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  Debtor represents,\nwarrants and agrees that:\n\n     (a) Debtor will deliver to Secured Party such certificate(s) representing\n         the Shares, along with duly executed stock powers, in blank.\n\n     (b) Debtor is the owner of the Shares free and clear of all liens,\n         encumbrances, security interests, restrictions on transfer and other\n         restrictions, except this security interest.\n\n     (c) Debtor will keep the Shares free and clear of all liens, encumbrances,\n         security interests and restrictions, except this security interest,\n         will defend the Shares against all claims and demands of anyone other\n         than Secured Party, and will not sell or otherwise dispose of the\n         Shares or any interest therein.\n\n     (d) Debtor will pay, when due, all taxes and other governmental charges\n         levied or assessed upon or against any Shares.\n\n     (e) Debtor will deliver to Secured Party in pledge as additional security\n         any securities distributed on account of the Shares such as stock\n         dividends or securities arising from stock splits, reorganizations or\n         recapitalizations.  This subparagraph shall not be construed to\n         authorize distributions if such distributions are prohibited by any\n         other agreement between the parties.\n\n\n\n\n     4)  EVENTS OF DEFAULT.  The occurrence of any of the following events\nshall constitute an Event of Default:\n\n     (a) Failure by Debtor to honor or perform any of the terms and conditions\n         of this Stock Pledge Agreement, the Agreement or the Note between the\n         parties hereto.\n\n     (b) Default by Debtor in the payment when due of the principal of the\n         Indebtedness, any installment thereto, or any interest thereon,\n         whether at maturity, by acceleration, or otherwise.\n\n     5)  REMEDIES UPON EVENT OF DEFAULT.  Upon the occurrence of an Event of\nDefault and at any time thereafter, Secured Party may give notice of Event of\nDefault to Debtor.  If said Event of Default is not cured within ten (10) days\nafter said notice is given, the entire Indebtedness shall, at Secured Party's\noption, become immediately due and payable; and Secured Party may exercise and\nenforce with respect to the Shares any or all rights and remedies available upon\ndefault to a secured party under the Uniform Commercial Code, including the\nright to offer and sell the Shares privately to purchasers who will agree to\ntake the Shares for investment and not with a view to distribution and who will\nagree to the imposition of restrictive legends on the certificates representing\nthe Shares, and the right to arrange for a sale which would otherwise qualify as\nexempt from registration under the Securities Act of 1933.  If notice to Debtor\nof any intended disposition of the Shares or any other intended action is\nrequired by law in a particular instance, such notice shall be deemed\ncommercially reasonable if given at least ten (10) calendar days prior to the\ndate of intended disposition or other action.  Nothing in this Agreement shall\nabridge Secured Party's right to exercise or enforce any or all other rights or\nremedies available to Secured party by law or agreement against the Shares,\nagainst Debtor or against any other person or property.\n\n     6)  MISCELLANEOUS.  Any disposition of the Shares in the manner provided\nin Paragraph 5 shall be deemed commercially reasonable.  This Agreement can be\nwaived, modified, amended, terminated or discharged, and this security interest\ncan be released, only explicitly in a writing signed by Secured Party.  A waiver\nsigned by Secured Party shall be effective only in the specific instance and for\nthe specific purpose given.  Mere delay or failure to act shall not preclude the\nexercise or enforcement of any of Secured Party's rights or remedies.  All\nrights and remedies of Secured Party shall be cumulative and may be exercised\nsingularly or concurrently, at Secured Party's option, and the exercise or\nenforcement of any one such right or remedy shall neither be a condition to nor\nbar the exercise or enforcement of any other.  All notices to be given to Debtor\nshall be deemed sufficiently given if delivered or mailed by registered or\ncertified mail, postage prepaid, to Debtor at the most recent address shown on\nSecured Party's records. Secured Party's duty of care with respect to the Shares\nin its possession (as imposed by law) shall be deemed fulfilled if Secured Party\nexercises reasonable care in physically safekeeping the Shares or exercises\nreasonable care in the selection of the bailee or other third person as\ncustodian of the Shares, and Secured Party need not otherwise preserve, protect,\ninsure or care for the Shares.  Secured Party is not obligated to preserve any\nrights Debtor may have against prior parties, to realize on the Shares at all or\nin any particular manner or order, or to apply any cash proceeds of the Shares\nin any particular order of application. This \n\n\n\n\nAgreement shall be binding upon and inure to the benefit of Debtor and Secured\nParty and their respective successors and assigns. Except to the extent\notherwise required by law, this Agreement shall be governed by the internal laws\nof the State of Minnesota, and, unless the context otherwise requires, all terms\nused herein which are defined in Articles 1 and 9 of the Uniform Commercial\nCode, as in effect in said State, shall have the meanings therein stated.  If\nany provision or application of this Agreement is held unlawful or unenforceable\nin any respect, such illegality or unenforceability provision or application had\nnever been contained herein or prescribed hereby.  All representations and\nwarranties contained in this Agreement shall survive the execution, delivery and\nperformance of this Agreement and the creation and payment of the Indebtedness.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the\ndate first above written.\n\n                                LEGAL RESEARCH CENTER, INC., SECURED PARTY\n\n\n\n                                By:________________________________________\n\n                                   Its:____________________________________\n\n\n\n                                ____________________________________________\n                                James J. Seifert, Debtor \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8037],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9622,9627],"class_list":["post-43731","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legal-research-center-inc","corporate_contracts_industries-services__legal","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43731","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43731"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43731"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43731"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43731"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}