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EXHIBIT
10.43
Agreement, dated as of December 31, 1997, between the
Company and Stone Pine Atlantic, LLC relating to the
issuance of Series B Preferred Shares.
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AGREEMENT
This Agreement is made as of December 31, 1997, between Consolidated
Capital of North America, Inc. (the "Company") and Stone Pine Atlantic, LLC
("SPA") .
WITNESSETH
WHEREAS, the Company is indebted to SPA for $131,500 (the "Indebtedness");
and
WHEREAS, the Company desires to issue Preferred Shares in exchange for the
cancellation of such Indebtedness;
WHEREAS, SPA is willing to accept Preferred Shares of the Company in
exchange for cancellation of such Indebtedness;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants made herein, and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as follows:
1. Issuance of the Shares. Simultaneously with the execution of this
Agreement, the Company agrees to issue to SPA 131,500 Series B Preferred Shares
of the Company having the terms set forth in Annex A hereto (the "Shares") in
consideration of the cancellation of the Indebtedness owed by the Company to
SPA.
2. Investment Intent. SPA acknowledges that it is acquiring the Shares
for investment purposes only, and acknowledges that (A) the Shares and the
Common Shares of the Company into which the Shares are convertible (the
"Conversion Shares") have not been registered under federal securities laws or
state securities laws, and accordingly, constitute "restricted securities" for
purposes of federal and state securities laws, (B) SPA will not be able to
transfer the Shares or Conversion Shares except upon compliance with the
registration
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requirements of federal and state securities laws or exemptions therefrom, and
(C) the certificate evidencing the Shares and the Conversion Shares will contain
a legend to the foregoing effect.
3. Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado.
4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement as of the date first above written.
CONSOLIDATED CAPITAL
OF NORTH AMERICA, INC
By:/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Secretary, Treasurer and
Chief Financial Officer
STONE PINE ATLANTIC, LLC
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Manager
