STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 14, 2008, by and between SILICON GRAPHICS, INC., a Delaware corporation (the “Company”), with its principal office at 1140 East Arques Avenue, Sunnyvale, California 94085, and the persons and entities listed on the Schedule of Purchasers attached hereto as Exhibit A (the “Purchasers”).
The parties hereto agree as follows:
||AUTHORIZATION AND SALE OF SHARES |
1.1 Authorization. The Company has authorized the sale and issuance of up to 390,000 shares of its common stock (the “Shares”) pursuant to this Agreement.
1.2 Sale of Shares. At the Closing, on the terms and subject to the conditions in this Agreement, the Company will issue and sell to each of the Purchasers, severally and not jointly, will purchase from the Company, Shares in the amount set forth opposite such Purchaser’s name on Exhibit A in consideration of the sale of certain assets to the Company pursuant to that certain Bill of Sale (as defined below).
||CLOSING DATE; DELIVERY |
2.1 Closing Date. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections 5 and 6 of this Agreement, the closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held at the offices of Cooley Godward Kronish LLP, 101 California Street, 5th Floor, San Francisco, California 94111, at 10:00 a.m. California time on the date of this Agreement, or at such other time and place upon which the Company and the Purchasers purchasing the majority of the Shares shall agree. The date of the Closing is hereinafter referred to as the “Closing Date.”
2.2 Delivery. At the Closing, the Company shall provide the Purchasers with evidence of delivery to the Company’s transfer agent of irrevocable instructions to issue a certificate evidencing a number of Shares to be purchased by such Purchaser as shown on Exhibit A, registered in the name of such Purchaser. Within three business days following the Closing, the Company will deliver to each Purchaser a certificate representing the number of Shares to be purchased by such Purchaser, registered in the Purchaser’s name as shown on Exhibit A. Such delivery shall be against payment of the purchase price therefor by the transfer of certain assets to the Company pursuant to the Bill of Sale.
||REPRESENTATIONS AND WARRANTIES OF THE COMPANY TO THE PURCHASERS |
The Company hereby makes the following representations and warranties as of the date hereof and as of the Closing Date to each Purchaser:
3.1 Organization and Standing. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing as a domestic corporation under the laws of said state.
3.2 Corporate Power; Enforceability; Authorization. The Company has all requisite legal and corporate power and has taken all requisite corporate action to execute and deliver this Agreement, to
sell and issue the Shares and to carry out and perform all of its obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (b) as limited by equitable principles generally. The execution and delivery of this Agreement does not, and the performance of this Agreement and the compliance with the provisions hereof will not, materially conflict with, or result in a material breach or violation of the terms, conditions or provisions of, or constitute a material default under, or result in the creation or imposition of any material lien, or require any vote of the Company’s shareholders pursuant to the terms of, the Company’s Certificate of Incorporation, as amended, or the Company’s Bylaws or any statute, law, rule or regulation or any state or federal order, judgment or decree or any indenture, mortgage, lease or other material agreement or instrument to which the Company or any of its properties is subject.