Purch Agree - Asic-weiss

STOCK PURCHASE AGREEMENT


STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 20, 2003, by and between Access Solutions International Inc., a Delaware corporation ("Seller"), and William Weiss, an individual with offices at PaperClip Software, Inc., 646 Route 46 West, Hasbrouck Heights, NJ 07604 ("Purchaser"). Seller and Purchaser are sometimes individually referred to herein as a "Party" and together as the "Parties."


WHEREAS, Seller desires to sell 3,649,543 Shares of Series A Preferred Stock, par value $0.01 per share (the "Securities"), of PaperClip Software, Inc. ("PaperClip");


WHEREAS, the Securities are "restricted" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and are therefore subject to certain limitations on resale; and


WHEREAS, Purchaser desires to purchase the Securities, and Seller desires to sell the same, on the terms and conditions hereinafter contained.


NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:


1. Purchase and Sale.


1.01. Generally. Subject to and upon the terms and conditions hereinafter set forth, at the closing of the transactions contemplated hereby (the "Closing"), and in reliance upon the representations and warranties contained in this Agreement, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, the Securities, free and clear of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances of any kind or nature whatsoever (collectively, "Liens").


1.02. Consideration. At the Closing, in consideration of the sale, assignment, transfer, and delivery of the Securities, Purchaser shall pay or cause to be paid to Seller an aggregate amount, in cash, equal to $106,986.29.


1.03. Method of Payment. Purchaser shall make payment for the Securities in immediately available funds by wire transfer to an account specified in writing by Seller.


2. Closing. The Closing shall be held on the date hereof at the offices of Edwards & Angell, LLP, 2800 Financial Plaza, Providence, RI 02903. The following shall take place at the Closing:


2.01. Transfer of Securities. Seller shall deliver or cause to be delivered to Purchaser certificates representing the Securities, duly endorsed in blank, accompanied by stock powers with signature guarantees or an affidavit of loss for such certificates.


2.02. Closing Payment. Purchaser shall make the payment required by Section 1 to be made at the Closing.


3. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows:


3.01. Authority. Seller is a corporation organized under the laws of the State of Delaware. Seller has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Seller has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.


3.02. Binding Obligation. This Agreement has been duly executed and delivered by Seller and, and assuming due authorization, execution and delivery of the Agreement by Purchaser, this Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effects of general equitable principles.


3.03. No Consent; No Conflict. Except as set forth on Schedule 3.03, the execution and delivery of this Agreement by Seller do not, and the performance of this Agreement by Seller will not, require any prior consent, approval, authorization or other action by, or prior filing with or notification to, any governmental or regulatory authority. The execution, delivery and performance of this Agreement by Seller do not (i) conflict with or violate the organizational documents of Seller, or (ii) conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, award or agreement applicable to Seller.


3.04. Ownership. Seller owns, beneficially and of record, and has good, valid and marketable title to and the right to transfer to Purchaser, the Securities, free and clear of any and all Liens. At the Closing, Seller will convey ownership of the Securities, and after giving effect to the transactions contemplated herein, Purchaser will own, and have good, valid and marketable title to, the Securities, free and clear of any and all Liens.


4. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:


4.01. Authority. Purchaser has all necessary power and authority to ...