Apple 1997 Annual Report Download - page 167
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PREFERRED STOCK PURCHASE AGREEMENT
This PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made as of this 5th day of August, 1997 between Apple
Computer, Inc., a California corporation (the "Company"), and Microsoft Corporation, a Washington corporation (the "Purchaser").
RECITALS
WHEREAS, concurrently with this Agreement the Company and the Purchaser are entering into a Patent Cross License Agreement in the form
attached hereto as Exhibit A;
WHEREAS, concurrently with this Agreement the Company and the Purchaser are entering into a Technology Agreement in the form attached
hereto as Exhibit B; and
WHEREAS, in connection with the Patent Cross License Agreement and the Technology Agreement, the Company desires to sell to the
Purchaser, and the Purchaser desires to purchase from the Company, shares of the Company's Series A Non-Voting Convertible Preferred
Stock, no par value (the "Preferred Stock") convertible into the Company's Common Stock, no par value (the "Common Stock"), on the terms
and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1
AGREEMENT TO PURCHASE AND SELL PREFERRED STOCK
1.1 AGREEMENT TO PURCHASE AND SELL PREFERRED STOCK. Upon the terms and subject to the conditions of this Agreement, the
Company hereby agrees to sell to the Purchaser at the Closing (as defined below), and the Purchaser agrees to purchase from the Company at
the Closing, $150,000,000 aggregate purchase price of Preferred Stock, no par value, of the Company having the terms and conditions set forth
in the Certificate of Determination of Preferences of Series A Non-Voting Convertible Preferred Stock of Apple Computer, Inc. (the
"Certificate") substantially in the form attached hereto as Exhibit C (the "Shares") at a price per share (the "Per Share Purchase Price") set forth
in Section 1.2 below.
1.2 PER SHARE PURCHASE AND CONVERSION PRICES. The Per Share Purchase Price shall be $1,000. The initial "Conversion
Price" (as defined in the Certificate) shall be $16.50 per share.
SECTION 2
CLOSING DATE; DELIVERY