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EXHIBIT 10.16
STOCK SUBSCRIPTION AGREEMENT
AMERICAN STONE INDUSTRIES, INC.
The undersigned hereby subscribes for 60,000 shares of Common
Stock, $.01 par value per share (the "Stock"), of American Stone Industries,
Inc., a Delaware corporation (the "Corporation"), and hereby agrees to pay in
cash therefor the aggregate price of Two Hundred and Ten Thousand Dollars
($210,000), or Three Dollars and Fifty Cents ($3.50) per share.
The undersigned hereby acknowledges that the Stock has not been registered under
the Securities Act of 1933, as amended (the "Act"), and may not be sold,
transferred or otherwise disposed of unless a registration statement under the
Act with respect to the Stock has become effective or unless the undersigned
establishes to the satisfaction of the Corporation that an exemption from such
registration is available. The undersigned acknowledges that all certificates
for the Stock shall bear the following legend regarding restrictions on
transfer:
THE SHARES REPRESENTED BY THIS CERTIFICATE AND ANY SHARES THAT
MAY BE ISSUED UPON THE CONVERSION OF SUCH SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
UNLESS THE SAME IS REGISTERED UNDER THE SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE
RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF
SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH
MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY).
The undersigned represents and warrants that (i) the Stock is
not being acquired on behalf of any other person, (ii) the Stock is being
acquired for investment and not with a view to distribution or to divide the
undersigned's participation with others or resell or otherwise transfer the
Stock, and (iii) neither the undersigned nor anyone acting on the undersigned's
behalf has paid any commission or other remuneration to any person in connection
with the purchase of the Stock.
The undersigned represents and warrants that it is an
"accredited investor" as that term is defined in Rule 501(a) of Regulation D
promulgated under the Act.
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Name Xxxxxxxx Ventures Limited Partnership Taxpayer I.D. No. 00-0000000
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Address 0000 Xxxxxxx Xxxxxx
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City Cleveland State OH Zip 44103
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Date: September 30, 1998 /s/ Xxxxxx X. Xxxxxxxx XX
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Xxxxxxxx Ventures Limited Partnership
By: Xxxxxx X. Xxxxxxxx XX
General Partner
ACCEPTANCE
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This Subscription Agreement is hereby accepted on behalf of
American Stone Industries, Inc.
Date: September 30, 1998 /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
President
