Stock Purchase Agreement

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ACCOM, INC.


Stock Purchase Agreement


December 10, 1998


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TABLE OF CONTENTS


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1. Purchase and Sale of Stock..........................................1
1.1 Sale and Issuance of Common Stock..........................1
1.2 Closing....................................................1


2. Representations and Warranties of the Company.......................1
2.1 Organization; Good Standing; Qualification.................2
2.2 Due Authorization..........................................2
2.3 Valid Issuance of Common Stock.............................2
2.4 Governmental Consents......................................2
2.5 Capitalization and Voting Rights...........................3
2.6 Registration Rights........................................3
2.7 Compliance With Other Instruments..........................3
2.8 Disclosure.................................................4
2.9 SEC Documents; Company Financial Statements................4


3. Representations and Warranties of the Investors.....................5
3.1 Purchase Entirely for Own Account..........................5
3.2 Reliance Upon Investors' Representations...................5
3.3 Receipt of Information.....................................5
3.4 Investment Experience......................................5
3.5 Accredited Investor........................................5
3.6 Restricted Securities......................................5
3.7 Legends....................................................6


4. Conditions of the Investor's Obligations at Closing.................6
4.1 Representations and Warranties.............................6
4.2 Performance................................................6
4.3 Compliance Certificate.....................................7
4.4 Qualifications.............................................7
4.5 Proceedings and Documents..................................7
4.6 Opinion of Company Counsel.................................7
4.7 Investor's Rights Agreement................................7


5. Conditions of the Company's Obligations at Closing..................7
5.1 Representations and Warranties.............................7
5.2 Qualifications.............................................7


6. Covenants of the Company............................................7
6.1 Grant of Stock Options.....................................7
6.2 Right to Nominate Director.................................8
6.3 Consulting Services........................................8


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7. Miscellaneous.......................................................8
7.1 Entire Agreement...........................................8
7.2 Survival of Representations, Warranties and Covenants......8
7.3 Successors and Assigns.....................................8
7.4 Governing Law..............................................8
7.5 Counterparts...............................................8
7.6 Titles and Subtitles.......................................8
7.7 Attorneys' Fees............................................9
7.8 Amendments and Waivers.....................................9
7.9 Severability...............................................9
7.10 California Corporate Securities Law........................9


Exhibit A - Asset Purchase Agreement Exhibit B - Investor's Rights Agreement Exhibit C - Schedule of Exceptions Exhibit D - Opinion of Gibson Dunn & Crutcher LLP


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ACCOM, INC.


STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 10th day of December, 1998, by and between ACCOM, INC., a Delaware corporation (the "Company"), and MICHAEL LUCKWELL (the "Investor").


WITNESSETH


WHEREAS, the Company intends to enter into that certain Asset Purchase Agreement, the form of which is attached hereto as Exhibit A (the "Asset Purchase Agreement") of even date herewith by and among the Company, Scitex Digital Video, Inc., a Massachusetts corporation ("SDV"), Scitex Digital Video (Europe) Limited, a private limited company incorporated in England and Wales, Scitex Digital Video (Asia Pacific), Inc., a California corporation, Scitex Development Corp., a Massachusetts corporation, and Scitex Corporation Ltd., an Israel corporation (collectively, the "Sellers"); and


WHEREAS, the Company intends to finance a portion of its obligations under the Asset Purchase Agreement with pursuant to this Agreement and $3,500,000 (the "Borrowed Funds"), from LaSalle Business Credit, Inc. (the "Lender") pursuant to a revolving credit line; and


WHEREAS, the execution of this Agreement and delivery of the Purchase Price hereunder by the Investor is contingent upon the contemporaneous delivery of the Borrowed Funds by the Lender;


THE PARTIES HEREBY AGREE AS FOLLOWS:


1. Purchase and Sale of Stock.


1.1 Sale and Issuance of Common Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as such term is defined below) and the Company agrees to sell and issue to the Investor at the Closing 2,500,000 shares of the Company's Common Stock at a price of $0.60 per share, for an aggregate of $1,500,000 (the "Purchase Price").


1.2 Closing. The purchase and sale of the Common Stock shall take place at the offices of Gibson, Dunn & Crutcher LLP, 1530 Page Mill Road, Palo Alto, California, at 10:00 a.m. on December 10, 1998, or at such other time and place as the Company and the Investor shall mutually agree, either orally or in writing (which time and place are designated as the "Closing"). At the Closing, the Company shall deliver to the Investor a certificate representing the 2,500,000 shares of Common Stock that the Investor is purchasing against payment of the Purchase Price by check, wire transfer or such other form of payment as shall be mutually agreed upon by the Investor and the Company.


2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth on a Schedule of Exceptions furnished to the


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Investor and counsel for the Investor and attached hereto as Exhibit C (the "Schedule of Exceptions"), specifically identifying the relevant subparagraph(s) hereof, which exceptions shall be deemed to be representations and warranties as if made hereunder:


2.1 Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted, to execute and deliver this Agreement, the Investor's Rights Agreement, and any other agreement to which the Company is a party, the execution and delivery of which is contemplated hereby (the "Ancillary Agreements"), to issue and sell the Common Stock, and to carry out the provisions of this Agreement, the Investor's Rights Agreement, and any Ancillary Agreement. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business, properties or financial condition.


2.2 Due Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the Investor's Rights Agreement and any Ancillary Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, issuance, sale and delivery of the Common Stock being sold hereunder has been taken or will be taken prior to the Closing, and this Agreement, the Investor's Rights Agreement and any Ancillary Agreement, when executed and delivered, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent the indemnification provisions contained in the Investor's Rights Agreement may be limited by applicable laws.


2.3 Valid Issuance of Common Stock. The Common Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor's Rights Agreement and under applicable state and federal securities laws.


2.4 Governmental Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Agreement, the offer, sale or issuance of the Common Stock by the Company, except such filings as have been made prior to the Closing, except that any notices of sale required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), or such post-closing filings as may be required under applicable state securities laws, which will be timely filed within the applicable periods therefor. Notwithstanding any provisions of this Agreement, the Company is not making and does not make any representations or warranties with respect to the applicability of the laws or regulations


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of any foreign country to, or the effect of any such laws or regulations upon, the sale of the Common Stock to Investor.


2.5 Capitalization and Voting Rights.


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