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Title: |
Purchase Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 5KB of 50KB total |
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Price: |
$41 |
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ID: |
#1364542 |
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<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 2.1(C) - PURCHASE AGREEMENT AND NOTE
<TEXT>
INTERFACE SYSTEMS, INC.
CONVERTIBLE SUBORDINATED NOTE
PURCHASE AGREEMENT
THIS CONVERTIBLE SUBORDINATED NOTE PURCHASE AGREEMENT (this
"Agreement") is made as of the 28th day of June, 2000, by and between
Interface Systems, Inc., a Michigan corporation ("Interface" or the
"Company"), and Tumbleweed Communications Corp., a Delaware corporation
("Purchaser" or the "Parent").
RECITALS
WHEREAS, the Board of Directors of the Company has approved the
issuance of Common Stock, no par value (the "Common Stock") in accordance
with the Notes, as defined below;
WHEREAS, the Board of Directors of the Company has approved the sale
and issuance of an aggregate of up to $3,000,000 of Convertible
Subordinated Notes (individually, a "Note" and collectively, the "Notes")
which can be converted into Common Stock;
WHEREAS, the Purchaser desires to purchase Notes on the terms and
conditions set forth herein; and
WHEREAS, the Company desires to issue and sell Notes to the Purchaser on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises hereinafter set forth, the parties hereto agree as follows:
1. PURCHASE AND SALE OF STOCK.
1.1 SALE AND ISSUANCE OF NOTES.
(a) Subject to the terms and conditions of this Agreement, the
Purchaser agrees, to purchase at the Closings and the Company agrees to
sell and issue to the Purchaser, a Note for $2,000,000 (the "$2,000,000
Note") and a Note for $1,000,000 (the "$1,000,000 Note").
1.2 THE CLOSINGS.
(a) The purchase and sale of the $2,000,000 Note shall take place at
the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto,
California, at 5:00 p.m., on July 3, 2000, or at such other time and place
as the Company and the Purchaser shall mutually agree, either orally or in
writing (which time and place are designated as the "$2,000,000 Closing").
(b) The purchase and sale of the $1,000,000 Note shall take place at
the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto,
California, at 5:00 p.m., on September 5, 2000, or at such other time and
place as the Company and the Purchaser shall mutually agree, either orally
or in writing (which time and place are designated as the "$1,000,000
Closing" and together with the $2,000,000 Closing, the "Closings").
(c) At each of the Closings, the Company shall deliver to the
Purchaser a Note in exchange for payment of the purchase price therefor by
check, wire transfer, or such other form of payment as shall be mutually
agreed upon by the Purchaser and the Company.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Reference is made to that certain Agreement and Plan of Merger by and
among Parent, Maize Acquisition Sub, Inc., a Delaware corporation, and the
Company dated June 28, 2000 (the "Merger Agreement"). The Company hereby
represents, warrants and covenants to the Purchaser each of the
representations, warranties and covenants set forth in Article III of the
Merger Agreement subject to the exceptions set forth in the Disclosure
Schedule thereto, which is incorporated by reference herein, and further
represents, warrants, and covenants, specifically identifying the relevant
subparagraph(s) hereof and attached hereto, as follows:
2.1 REGISTRATION RIGHTS.
Except as provided in the Merger Agreement, the Company is presently
not under any obligation and has not granted any rights to register under
the Securities Act any of its presently outstanding securities or any of
its securities that may subsequently be issued.
2.2 AUTHORIZATION.
All corporate action on the part of the Company, its officers,
directors and shareholders necessary for the authorization, execution and
delivery of this Agreement, that certain Registration Rights Agreement by
and between the Company and Parent (the "Registration Rights Agreement")
and the Notes, the performance of all obligations of the Company hereunder
and thereunder at the Closings and the authorization, issuance (or
reservation for issuance), sale, and delivery of the Notes being sold
hereunder and the Common Stock issuable upon conversion thereof has been
taken or will be taken prior to the Closings, and this Agreement, the
Registration Rights Agreement, and the Notes, when executed and delivered,
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