Attached files
EXHIBIT 10.1
STOCK PURCHASE AGREEMENT FOR THE PRIVATE SALE OF COMMON STOCK,
DATED JULY 22, 2010
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of
July 22, 2010, by and between MachineTalker, Inc., a Delaware corporation (the
"Company"), and __________________________, a ____________________ (the
"Purchaser"), with respect to the following facts:
WITNESSETH:
WHEREAS, the Company wishes to issue and sell to accredited investors a
total of 222,222,222 shares (the "Shares") of the Company's common stock at a
price of $0.00045 per Share, _____________ of which Shares are being sold to and
purchased by the Purchaser pursuant to this Agreement.
WHEREAS, the Purchaser wishes to purchase said Shares on the terms and
subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and agreements set forth herein, the parties hereto
agree as follows:
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 AGREEMENT TO PURCHASE AND SELL SHARES. The Company agrees to issue
and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the
Company, ________________ Shares of the Company's common stock at a price of
$0.00045 per Share, representing a total cash purchase price of
$_____________________.
ARTICLE II
CLOSING AND PURCHASE PRICE
2.1 CLOSING. The closing of the sale and purchase of the Shares
enumerated in Section 1.1 of this Agreement shall take place at the corporate
office of MachineTalker, Inc., 513 De La Vina Street, Santa Barbara, California
93101, on July 22, 2010 (such closing being called the "Closing"). The date of
the Closing is referred to as the "Closing Date."
2.2 PURCHASE PRICE. At the Closing, Purchaser shall pay to the Company
for the Shares the aggregate sum of _____________________________ Dollars
($________________) (the "Purchase Price"), paid by certified or cashier's check
or wire transfer of immediately available funds into one or more bank accounts
designated in writing by the Company on or prior to the Closing.
ARTICLE III
CLOSING DELIVERIES
3.1 COMPANY CLOSING DELIVERIES. At the Closing, the Company shall issue
and deliver to each Purchaser a stock certificate in the name of the Purchaser.
The Company will also deliver a copy of resolutions signed by its Board of
Directors and, where legally required, the holders of a majority of the
outstanding voting stock of the Company, authorizing and directing the Company's
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directors and executive officers to cause the Company to execute and implement
the terms of this Agreement.
3.2 PURCHASER CLOSING DELIVERIES. As payment in full for the Shares
being purchased by the Purchaser at the Closing, on the Closing Date the
Purchaser shall deliver to the Company the Purchase Price by certified or
cashier's check or wire transfer of immediately available funds into the bank
account(s) designated in writing by the Company on or prior to the Closing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THECOMPANY
The Company hereby represents and warrants to the Purchaser that:
4.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
own its properties and assets and to carry on its business as now conducted and
as presently proposed to be conducted. The Company is duly qualified to do
business as a foreign corporation in each jurisdiction where failure to be so
qualified would have a material adverse effect on its condition (financial or
otherwise), business, assets, properties or operations (a "Material Adverse
Effect").
4.2 CAPITALIZATION. Immediately prior to the Closing, the authorized
capital stock of the Company will consist of the following:
(a) COMMON STOCK. Five hundred million (500,000,000) shares of
common stock, par value $0.001 per share, of which approximately 261,976,793
shares are issued and outstanding. All outstanding shares of common stock have
been duly authorized and validly issued, are fully paid and nonassessable and
were issued in compliance with all applicable federal and state securities laws.
(b) PREFERRED STOCK. No shares of preferred stock are issued
or outstanding.
(c) OPTIONS, WARRANTS, RESERVED SHARES. The Company has
reserved 921,703 shares of its common stock for possible issuance upon the
exercise of warrants. Except as reported in financial statements filed by the
Company with the Securities and Exchange Commission, there are no other written
or, to the knowledge of the Company, oral options, warrants, conversion
privileges, preemptive rights, rights of first refusal or other rights or
agreements presently outstanding to purchase or otherwise acquire any of the
capital stock of the Company.
4.3 VALID ISSUANCE OF SHARES. The Shares, when issued, sold and
delivered in accordance with the terms of this Agreement, will be duly and
validly issued, fully paid and nonassessable, and free and clear of all claims
and encumbrances. Based in part upon the representations of the Purchaser in
this Agreement and subject to the provisions of Section 4.9 below, the Shares
will be issued in compliance with all applicable federal and state securities
laws.
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4.4 SUBSIDIARIES. Except as set forth in financial statements and
reports filed by the Company with the Securities and Exchange Commission, the
Company does not presently own or control, directly or indirectly, any interest
in any other corporation, partnership, trust, joint venture, association or
other entity.
4.5 LIABILITIES. The Company has not to its knowledge directly or
indirectly created, incurred, assumed or guaranteed any liability except (a) for
liabilities or obligations undertaken in the ordinary course of business, or (b)
liabilities disclosed in its public reports and financial statements filed by it
with the United States Securities and Exchange Commission.
4.6 CONTRACTS. The Company is not bound by any written or, to the
knowledge of the Company, oral material agreement, contract, lease, license,
instrument, commitment, indebtedness or liability, other than as set forth in
the Company's financial statements and reports filed with the United States
Securities and Exchange Commission (each, a "Contract").
4.7 LITIGATION. There is no action, suit, proceeding, claim,
arbitration or investigation ("Action") pending (or, to the Company's knowledge,
currently threatened) against the Company, that could reasonably be expected to
have a Material Adverse Effect, except as described in reports filed by the
Company with the United States Securities and Exchange Commission. The Company
is not a party to or subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or instrumentality and
there is no Action by the Company currently pending or which the Company intends
to initiate.
4.8 GOVERNMENTAL CONSENTS. All consents, approvals, orders, or
authorizations of, or registrations, qualifications, designations, declarations
or filings with, any federal, state or local governmental authority on the part
of the Company required in connection with the consummation of the transactions
contemplated herein have been or will be complied with in accordance with the
time periods required thereby. Based in part on the representations of the
Purchaser set forth in Section 5 below, the offer, sale and issuance of the
Shares in conformity with the terms of this Agreement are exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (the "Act").
4.9 COMPLIANCE WITH LAWS; OTHER INSTRUMENTS. To its knowledge, the
Company is not in violation of or in default under any provision of its Articles
or Bylaws, each as in effect on and as of the date of this Agreement. To the
Company's knowledge, the Company is not in violation of any provision of any
statute, law, rule or regulation. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby and
thereby will not result in any such default or violation, or conflict with or
constitute, with or without the passage of time or the giving of notice or both,
such a default or violation under (a) the Company's Articles or Bylaws, (b) any
Contract, or (c) any statutes, laws, rules or regulations applicable to the
Company, other than those defaults, violations or conflicts which, if adversely
determined, could not reasonably be expected to have a Material Adverse Effect.
4.10 TAX MATTERS. The Company has timely filed all federal, state and
local tax returns for income taxes, franchise taxes, sales taxes, withholding
taxes, property taxes and, to the Company's knowledge, all other taxes of every
kind whatsoever required by law to be filed, and all such tax returns are
complete and accurate in all material respects and in accordance with all legal
requirements applicable thereto. All taxes shown to be due and payable on such
returns, any assessments imposed, and, to the Company's knowledge, all other
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taxes due and payable by the Company on or before the Closing have been paid or
will be paid prior to the time they become delinquent. The tax returns of the
Company are not being audited by any governmental authorities, and the Company
does not know of any additional tax liabilities, deficiencies or proposed
adjustments for any period for which any such returns have been filed.
4.11 FINANCIAL STATEMENTS. The Company has delivered to the Purchaser
(a) its unaudited balance sheet as of March 31, 2010 and its unaudited
statements of operations, stockholders' equity and cash flows for the three
months ended March 31, 2010 and March 31, 2009, and (b) its audited financial
statements as reported to the Securities and Exchange Commission as of and for
the calendar year ending December 31, 2009. The Financial Statements fairly
present, in all material respects, the Company's financial position as of those
dates and the results of operations and changes in its financial position for
such periods then ended, and have been prepared in accordance with generally
accepted accounting principles ("GAAP") applied on a consistent basis, except
that the unaudited Financial Statements may not contain all footnotes required
by GAAP and are subject to normal year-end adjustments. The Company maintains
and will continue to maintain a standard system of accounting established and
administered in accordance with GAAP.
4.12 INTELLECTUAL PROPERTY. To its knowledge, the Company owns or
possesses sufficient legal rights to all patents, trademarks, service marks,
trade names, copyrights, trade secrets, licenses, information and proprietary
rights and processes ("Proprietary Assets") necessary for its business as
presently conducted and, to the knowledge of the Company, as presently proposed
to be conducted, without, to the knowledge of the Company, any conflict with, or
infringement of, the rights of others. Except as set forth in reports filed with
the United States Securities and Exchange Commission, the Company is not bound
by or a party to any options, licenses or agreements of any kind with respect to
the Proprietary Assets, nor does it currently intend to enter into any such
agreement. The Company has not received any written communications alleging that
the Company has violated or, by conducting its business as presently proposed,
would violate any Proprietary Assets of any other person or entity.
4.13 PERMITS. To its knowledge, the Company has all material
franchises, permits and licenses necessary for the conduct of its business as
now being conducted by it ("Permits"). To its knowledge, the Company is not in
default under any Permits and the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby will not
result in any suspension, revocation, impairment, forfeiture or nonrenewal of
any Permit.
4.14 TITLE TO PROPERTY AND ASSETS. The Company to its knowledge has
good and marketable title to its owned properties and assets, in each case
subject to no mortgage, pledge, lien, encumbrance, security interest or charge
of any kind, other than Permitted Liens. With respect to the property and assets
it leases, the Company to its knowledge is in compliance with such leases and
the Company to its knowledge holds valid leasehold interests in such assets free
of any liens, encumbrances, security interests or claims of any party.
"Permitted Liens" means (a) mechanics', carriers', workmen's, warehousemen's,
repairmen's or other like liens arising in the ordinary course of business, (b)
liens arising under conditional sale contracts and equipment leases with third
parties entered into in the ordinary course, (c) liens for taxes and other
governmental obligations and (d) other imperfections of title, restrictions or
encumbrances, if any, which liens, imperfections of title, restrictions or other
encumbrances do not materially impair the continued use in the business of the
respective owner thereof, and operation of the specific assets to which they
relate. The Company does not own any real property.
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4.15 RELATED-PARTY TRANSACTIONS. Except as set forth in reports filed
with the United States Securities and Exchange Commission, (a) no employee,
officer or director of the Company or member of his or her immediate family is
indebted to the Company, nor is the Company indebted (or committed to make loans
or extend or guarantee credit) to any such persons, and (b) none of the officers
or directors of the Company or any members of their immediate families are,
directly or indirectly, interested in any Contract with the Company.
4.16 ENVIRONMENTAL LAWS. To the Company's knowledge, the Company is not
in violation of, nor has the Company received written notice of any potential
violation of, any applicable environmental statute, law or regulation.
4.17 EMPLOYEE BENEFIT PLANS. The Company is not a party to or bound by
any currently effective deferred compensation agreement, bonus plan, incentive
plan, profit sharing plan or retirement agreement, nor has the Company
contracted or agreed to establish any such plan. The Company does not have any
Employee Benefit Plan as defined in the Employee Retirement Income Security Act
of 1974, as amended.
4.18 INSURANCE. The Company has in full force and effect fire and
casualty insurance policies, with extended coverage, sufficient in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that might be damaged or destroyed.
4.19 SHAREHOLDER AGREEMENTS. Except as set forth in reports filed with
the United States Securities and Exchange Commission, there are no agreements or
arrangements between the Company and any of the Company's shareholders, or to
the Company's knowledge, between or among any of the Company's shareholders,
which grant special rights with respect to any shares of the Company's capital
stock or which in any way affect any shareholder's ability or right to freely
alienate or vote such shares.
4.20 USE OF PROCEEDS. The funds will be utilized to (a) pay accounts
payable, and (b) pay certain outstanding notes and interest due, and (c) for
general working capital.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to the Company that:
5.1 DUE AUTHORIZATION. Purchaser has all requisite power, authority and
approvals required to enter into, execute and deliver this Agreement and to
perform fully Purchaser's obligations hereunder. Purchaser has taken all actions
necessary to authorize it to enter into and perform fully its obligations under
this Agreement and to consummate the transactions contemplated herein. This
Agreement is, and as of the Closing, will be, the legal, valid and binding
obligation of Purchaser, enforceable in accordance with its terms.
5.2 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated herein will (a) violate,
conflict with, or constitute a default under any contract or other instrument to
which Purchaser is a party or by which Purchaser or its property is bound; (b)
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require the consent of any party to any material contract or other agreement to
which Purchaser is a party or by which it or its property is bound; or (c)
violate any laws or orders to which Purchaser or its property is subject.
5.3 NO BROKER. No broker, finder, agent or similar intermediary has
acted for or on behalf of Purchaser or is entitled to a fee or commission in
connection with this Agreement or the transactions contemplated hereby.
5.4 SECURITIES REPRESENTATIONS.
(a) Purchaser is able to bear the economic risk of an
investment in the Shares for an indefinite period of time, can afford the loss
of the entire investment in the Shares, and will, after making an investment in
the Shares, have sufficient means of providing for Purchaser's current needs and
possible future contingencies. Additionally, Purchaser's overall commitment to
investments which are not readily marketable is not disproportionate to
Purchaser's net worth and this Agreement will not cause such overall commitment
to become excessive.
(b) The Shares will not be sold by Purchaser without
registration under applicable securities acts or a proper exemption from such
registration.
(c) The Shares are being acquired by Purchaser for Purchaser's
own account and risk, for investment purposes, and not on behalf of any other
person or with a view to, or for resale in connection with, any distribution
thereof within the meaning of the Act. Purchaser is aware that there are
substantial restrictions on the transferability of the Shares.
(d) Purchaser has had access to any and all information
concerning the Company that Purchaser and Purchaser's financial, tax and legal
advisors required or considered necessary to make a proper evaluation of this
investment. The available information included all information filed by the
Company with the United States Securities and Exchange Commission. In making the
decision to purchase the Shares herein agreed to, Purchaser and Purchaser's
advisors have relied upon their own independent investigations, and fully
understand that there are no guarantees, assurances or promises in connection
with any investment hereunder and understand that the particular tax
consequences arising from this investment in the Company will depend upon the
individual circumstances of Purchaser.
(e) Purchaser also understands and agrees that stop transfer
instructions relating to the Shares will be placed in the Company's transfer
ledger, and that the certificates evidencing the Shares sold will bear legends
in substantially the following form:
The Shares represented by this Certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act") and are "restricted securities" as that term is defined
in Rule 144 under the Act. The securities may not be offered
for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act or pursuant to
an exemption from registration under the Act, the availability
of which is to be established to the satisfaction of the
Company.
(f) Purchaser knows that the Shares are offered and sold
pursuant to exemptions from registration under the Securities Act of 1933, as
amended, and state securities law based, in part, on these warranties and
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representatives, which are the very essence of this Agreement, and constitute a
material part of the bargained-for consideration without which this Agreement
would not have been executed. Purchaser agrees to indemnify and hold the Company
harmless for any damages suffered by the Company as a result of any
misrepresentation or breach of any representation or warranty of Purchaser.
(g) By reason of Purchaser's business or financial experience
or the business or financial experience of Purchaser's professional advisors,
Purchaser has the capacity to protect Purchaser's own interest in connection
with this transaction or has a pre-existing personal or business relationship
with the Company or one or more of its officers, directors or controlling
persons consisting of personal or business contacts of a nature and duration
such as would enable a reasonably prudent purchaser to be aware of the
character, business acumen and general business and financial circumstances of
such person with whom such relationship exists.
(h) Purchaser is an "accredited investor" as defined under
Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as
amended.
5.5 PURCHASER COUNSEL. Purchaser acknowledges that Purchaser has had
the opportunity to review this Agreement and the Exhibits attached hereto, the
Company's reports filed with the United States Securities and Exchange
Commission, and the transactions contemplated hereby and thereby with
Purchaser's own legal counsel. Purchaser is relying solely on Purchaser's legal
counsel and not on any statements or representations of the Company or any of
the Company's representatives, including Richardson & Associates, for legal
advice with respect to this investment or the transactions contemplated hereby
or thereby.
ARTICLE VI
INDEMNIFICATION
6.1 INDEMNITY OF THE COMPANY. The Company shall indemnify and hold
harmless Purchaser from and against, and shall reimburse Purchaser with respect
to, all liabilities, losses, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements (collectively the "Losses")
asserted against or incurred by Purchaser by reason of, arising out of, or in
connection with any material breach of any representation or warranty contained
in this Agreement made by the Company.
6.2 INDEMNITY OF THE PURCHASER. The Purchaser agree to defend,
indemnify and hold harmless the Company from and against, and to reimburse the
Company with respect to, all liabilities, losses, costs and expenses, including,
without limitation, reasonable attorneys' fees and disbursements (collectively,
the "Losses") asserted against or incurred by the Company by reason of, arising
out of, or in connection with any material breach of any representation or
warranty contained in this Agreement made by Purchaser.
6.3 INDEMNIFICATION PROCEDURE. A party (an "Indemnified Party") seeking
indemnification shall give prompt notice to the other party (the "Indemnifying
Party") of any claim for indemnification arising under this Article VI. The
Indemnifying Party shall have the right to assume and to control the defense of
any such claim with counsel reasonably acceptable to such Indemnified Party, at
the Indemnifying Party's own cost and expense, including the cost and expense of
reasonable attorneys' fees and disbursements in connection with such defense, in
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which event the Indemnifying Party shall not be obligated to pay the fees and
disbursements of separate counsel for such in such action. In the event,
however, that such Indemnified Party's legal counsel shall determine that
defenses may be available to such Indemnified Party that are different from or
in addition to those available to the Indemnifying Party, in that there could
reasonably be expected to be a conflict of interest if such Indemnifying Party
and the Indemnified Party have common counsel in any such proceeding, or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying Party may employ separate counsel to represent or defend such
Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such Indemnified Party. No settlement of any such
claim or payment in connection with any such settlement shall be made without
the prior consent of the Indemnifying Party which consent shall not be
unreasonably withheld.
ARTICLE VII
CONDITIONS TO CLOSING
7.1 CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser's
obligation to close the purchase and sale of the Shares is conditioned on the
occurrence of the following events on or prior to the Closing in accordance with
Section 3.1 of this Agreement, to the reasonable satisfaction of the Purchaser,
any of which may be waived by the Purchaser in writing at or prior to the
Closing:
(a) Delivery at Closing of stock certificates evidencing the
Shares issuable to Purchaser under this Agreement.
(b) Delivery of the Board resolutions in accordance with Section
3.1(a) of this Agreement.
(d) The representations and warranties of the Company in Article
IV of this Agreement remain true and correct at the Closing,
except to the extent a modification is consistent with the
intent of this Agreement.
7.2 CONDITIONS TO COMPANY'S OBLIGATIONS TO CLOSE. The Company's
obligation to close the purchase and sale of the Shares is conditioned on the
occurrence of the following events at the Closing: (a) Delivery by the Purchaser
of the Purchase Price to the Company in accordance with Section 3.2 of this
Agreement; and (b) the representations and warranties of the Purchaser in
Article V of this Agreement remain true and correct at the Closing, except to
the extent a modification is consistent with the intent of this Agreement.
ARTICLE VIII
MISCELLANEOUS
8.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations and warranties and statements made by a party to this Agreement
or in any document or certificate delivered pursuant hereto shall survive the
date of Closing for two years. Each of the parties hereto is executing and
carrying out the provisions of this Agreement in reliance upon the
representations, warranties and covenants and agreements contained in this
Agreement or at the closing of the transactions herein provided for and not upon
any investigation which it might have made or any representations, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.
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8.2 FURTHER ASSURANCES. If, at any time after the Closing, the parties
shall consider or be advised that any further deeds, assignments or assurances
in law or any other things are necessary, desirable or proper to complete the
transactions contemplated herein or to vest, perfect or confirm, of record or
otherwise, the title to any property or rights of the parties hereto, the
parties agree that their proper officers and directors shall execute and deliver
all such proper deeds, assignments and assurances in law and do all things
necessary, desirable or proper to vest, perfect or confirm title to such
property or rights and otherwise to carry out the purpose of this Agreement, and
that the proper officers and directors of the parties are fully authorized to
take any and all such action.
8.3 NOTICE. All communications, notices, requests, consents or demands
given or required under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid registered or
certified mail or recognized overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended, as follows, or to such other
address or facsimile number as may be furnished by such party by notice in the
manner provided herein:
IF TO THE COMPANY:
MachineTalker, Inc.
513 De La Vina Street
Santa Barbara, California 93101
Attention: Roland F. Bryan, Chief Executive Officer
Telephone: (805) 957-1680
Facsimile: (805) 957-1740
IF TO THE PURCHASER:
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8.4 ENTIRE AGREEMENT. This Agreement, and any instruments and
agreements to be executed pursuant to this Agreement, sets forth the entire
understanding of the parties hereto with respect to the Agreement's subject
matter, merges and supersedes all prior and contemporaneous understandings with
respect to its subject matter and may not be waived or modified, in whole or in
part, except by a writing signed by each of the parties to this Agreement. No
waiver of any provision of this Agreement in any instance shall be deemed to be
a waiver of the same or any other provision in any other instance. Failure of
any party to enforce any provision of this Agreement shall not be construed as a
waiver of its rights under such provision.
8.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon,
enforceable against and inure to the benefit of, the parties hereto and their
respective heirs, administrators, executors, personal representatives,
successors and assigns, and nothing herein is intended to confer any right,
remedy or benefit upon any other person.
8.6 GOVERNING LAW AND VENUE. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California, excluding
its choice of law rules. The parties consent to jurisdiction in the Federal and
state courts of California for all actions arising under or in connection with
this Agreement.
8.7 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.8 CONSTRUCTION. Headings contained in this Agreement are for
convenience only and shall not be used in the interpretation of this Agreement.
As used herein, the singular includes the plural, and the masculine, feminine
and neuter gender each includes the others where the context so indicates.
8.9 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction, this Agreement
shall be interpreted and enforceable as if such provision were severed or
limited, but only to the extent necessary to render such provision and this
Agreement enforceable.
8.10 CONFIDENTIALITY AND NON-DISCLOSURE. Each party hereto agrees to
use its best efforts to ensure that its authorized representatives use the same
degree of care as such party uses to protect its own confidential information to
keep confidential any information furnished to it which any other party
identifies as being confidential or proprietary (so long as such information is
not in the public domain), except that Purchaser may disclose such proprietary
or confidential information to any representative of Purchaser for the purpose
of evaluating its investment in the Company as long as such representative is
advised of the confidentiality provisions of this Section 8.10.
8.11 "KNOWLEDGE." Whenever any representation or warranty of the
Company contained in this Agreement or in any certificate or other document
delivered in connection with this Agreement is qualified to the "knowledge" of
the Company, such qualification shall mean the actual knowledge of the officers
of the Company.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first above written.
COMPANY: MachineTalker, Inc.
By:________________________________________
Roland F. Bryan, Chief Executive Officer
PURCHASER: ....
By:________________________________________
.....
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