Exhibit 10.7
COMWORXX, INC.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
July 31, 2000
INTELLIWORXX, INC.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Gentlemen:
Comworxx, Inc. (the "Company") hereby agrees with you as follows:
The Company will issue and sell to you and you will purchase from the
Company at the Closing, 3,000,000 shares (the "Shares") of the Company's common
stock, which following this subscription and the simultaneous subscription of
ComRoad AG for 2,000,000 shares of the Company's common stock shall (together
with the 1,000,000 shares of common stock issued to you upon incorporation of
the Company) constitute 2/3 of the outstanding capital stock of the Company.
The Closing of the purchase and sale of the Shares shall take place at the
Company's offices, on July__, 2000 at 4:00 p.m. or on such later date as the
Company shall specify on not less than one business day prior written notice to
you. At the Closing, the Company shall deliver to you a certificate in your
name, representing the number of Shares being purchased by you, and you shall
pay the total subscription price of $1,000,000 in immediately available funds.
The purpose of the sale of the Shares is to provide the Company with funds
for working capital.
The Company represents and warrants to you that: (i) other than the
1,000,000 shares of common stock issued to you upon incorporation of the
Company, the Shares issued to you hereunder, and the 2,000,000 shares issued to
ComRoad AG under the Letter Agreement between the Company and ComRoad AG, dated
as of the date hereof, the Company has not issued or agreed to issue any shares
of any classes or series or any options or warrants exercisable for or
convertible into such shares; (ii) the issuance and sale to you of the Shares
have been duly authorized by the Company's Board of Directors; and (iii) the
Shares, when issued will be validly issued, fully paid and non-assessable. You
acknowledge that no representation or warranty has been made by the Company
other than those expressly set forth herein.
You represent and warrant to the Company that: (i) you are acquiring the
Shares for your own account, for investment and not with a view to or for sale
in connection with any distribution thereof it being understood that the Shares
have not been registered under the United States Securities Act of 1933, as
amended (the "Act") or under the securities laws of any state and, therefore,
cannot be sold unless they are registered under the Act and under applicable
state securities laws or unless an exemption from such registration is
available; (ii) you have had the opportunity to ask questions of and to receive
answers from the management of the Company concerning the Shares and the
Company, and to obtain any additional information requested by you; and (iii)
you are an "accredited investor" within the meaning of Regulation D under the
Act, have sufficient knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of your investment in the
Shares and are able to bear the economic risk of your investment in the Shares.
In addition, you represent and warrant to the Company as to those matters set
forth on Exhibit A hereto and incorporated herein by this reference.
You covenant and agree with the Company that you will not transfer, sell or
otherwise dispose of any of the Shares in a manner which would violate, nor
without having furnished the Company an opinion of counsel reasonably
satisfactory to the Company that such transfer, sale or other disposition would
not violate, the Act or applicable state securities laws, or the rules and
regulations thereunder; provided, however, that such opinion is not required for
the transfer of the Shares pursuant to the Pledge Agreement dated as of the date
hereof. You understand that the certificates representing the Shares will bear a
legend to that effect and that the Company will instruct its transfer agent not
to register a transfer of the Shares unless the conditions specified in the
legend have been satisfied.
Each of you and the Company agrees to bear its own costs and expenses in
connection with this transaction.
All representations, warranties, covenants and agreements herein shall
survive the Closing.
The above (together with Exhibit A) contains our entire agreement and
supersedes all prior negotiations and oral understandings between you and the
Company with respect to the transaction contemplated hereby and may not be
amended or supplemented except in writing. Please confirm that this letter sets
forth our agreement by signing and returning the enclosed extra copy.
Very truly yours,
COMWORXX, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
[Acceptance on following page]
Accepted and Agreed to:
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INTELLIWORXX, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx
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Title: Chief Financial Officer
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EXHIBIT A
To Letter Agreement (the "Agreement") dated July___, 2000 among COMWORXX, INC.
(the "Company"), and INTELLIWORXX, INC. ("Purchaser")
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(a) Purchaser understands that it is purchasing Shares of common stock of
Comworxx, Inc. without being furnished any offering literature or
prospectus and that this transaction has not been scrutinized by any
regulatory authority as a full registration because of the Company's
representations of the small number of persons solicited and the
private aspects of the offering. This interest is being purchased for
said Xxxxxxxxx's own account and not for the interest of any other and
not for resale to others. Purchaser represents that it has adequate
means of providing for its current needs and possible contingencies,
and that it has no need for liquidity of this investment.
(b) Purchaser represents and warrants that it was not formed for the
specific purpose of acquiring the Shares.
(c) Purchaser represents that this agreement has been duly authorized and
that the purchaser has the full power and authority to enter into this
agreement.
(d) Purchaser understands that (i) the Company has just been formed and
has no assets other than the funds provided by this subscription and
the subscription of ComRoad AG dated the same day as this letter and
(ii) the only officers of the Company are Xxxxxxx X. Xxxxx, President
and Xxxxxx X. Xxxxxxxxxxxx, Secretary.
