Exhibit 10.17
SHARE REPURCHASE AGREEMENT
THIS SHARE REPURCHASE AGREEMENT (this "Agreement") is made as of the 18th day of
October, 2005, by and between Commerce 5, Inc., a Delaware corporation (the
"Seller"), and Click Commerce, Inc., a Delaware corporation (the "Company").
WHEREAS, the Company issued certain shares of its common stock pursuant to an
Asset Purchase Agreement, dated February 2, 2005, by and among
ChannelWave, Inc., a Delaware corporation, CWV Acquisition Corp., a Delaware
corporation and a direct, wholly-owned subsidiary of the Company, and the
Company (the "Asset Purchase Agreement");
WHEREAS, the Seller owns certain shares of the Company's common stock issued in
connection with the Asset Purchase Agreement;
WHEREAS, the Company wishes to purchase from Seller, and Seller wishes to sell
to the Company, a total of 161,774 shares (the "Repurchased Shares") of the
Company's common stock issued in connection with the Asset Purchase Agreement,
upon the terms and subject to the conditions contained herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, the
Seller and the Company agree as follows:
1.
REPURCHASE.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, SIMULTANEOUSLY WITH THE EXECUTION OF THIS
AGREEMENT, THE COMPANY HEREBY PURCHASES, ACQUIRES AND TAKES ASSIGNMENT AND
DELIVERY FROM THE SELLER OF, AND THE SELLER HEREBY SELLS, ASSIGNS, TRANSFERS AND
DELIVERS TO THE COMPANY, ALL OF THE SELLER'S RIGHT, TITLE AND INTEREST IN AND TO
THE REPURCHASED SHARES (THE "REPURCHASE").
2.
TOTAL CONSIDERATION.
IN CONSIDERATION
FOR THE REPURCHASED SHARES, THE COMPANY SHALL PAY TO THE SELLER $15.50 PER SHARE
OF THE COMPANY'S COMMON STOCK OR $2,507,497.00 IN THE AGGREGATE (THE "TOTAL
CONSIDERATION") FOR ALL OF THE REPURCHASED SHARES.
IN CONNECTION WITH THE
REPURCHASE AND AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE EXECUTION OF THIS
AGREEMENT, (I) THE SELLER SHALL TRANSFER TO THE COMPANY THROUGH PHYSICAL
DELIVERY OR CUSTOMARY DTC ELECTRONIC TRANSFER ALL OF THE REPURCHASED SHARES,
WHICH SHALL BE DULY ENDORSED TO THE COMPANY, AND (II) THE COMPANY SHALL PAY TO
THE SELLER THE TOTAL CONSIDERATION BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS TO AN ACCOUNT DESIGNATED BY THE SELLER PRIOR TO THE REPURCHASE.
3.
SELLER REPRESENTATIONS AND WARRANTIES.
THE SELLER HEREBY REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
LEGAL AND BENEFICIAL OWNERS; TRANSFER.
AS
OF THE DATE OF THE REPURCHASE, THE SELLER IS THE LEGAL, AND SOLE RECORD AND
BENEFICIAL, OWNER OF THE REPURCHASED SHARES, AND SUCH REPURCHASED SHARES ARE
FREE OF ALL ADVERSE CLAIMS, RIGHTS, OPTIONS TO ACQUIRE, CHARGES, RESTRICTIONS,
COMMITMENTS, LIENS OR ENCUMBRANCES, AND THE TRANSFER OF SUCH REPURCHASED SHARES
TO THE COMPANY PURSUANT TO THE REPURCHASE WILL TRANSFER TO THE COMPANY GOOD AND
VALID TITLE TO SUCH REPURCHASED SHARES, FREE OF ALL ADVERSE CLAIMS, RIGHTS,
OPTIONS TO ACQUIRE, CHARGES, RESTRICTIONS, COMMITMENTS, LIENS OR ENCUMBRANCES.
THE SELLER IS NOT A PARTY TO, NOR IS THE SELLER AWARE OF, ANY VOTING AGREEMENT,
VOTING TRUST OR SIMILAR AGREEMENT OR ARRANGEMENT RELATING TO THE REPURCHASED
SHARES.
THE SELLER HAS NOT SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
ANY