STOCK PURCHASE AGREEMENT
This agreement is dated October 19, 2000 between Roseworth Group
Limited ("Purchaser"), and Sedona Corporation ("Company"), whereby the parties
agree as follows:
The Purchaser shall buy and the Company agrees to sell 952,380 shares
of its Common Stock at a price of $1.05 per share and 95,238 common stock
purchase warrants with a four-year term and a strike price of $1.47.
Purchase of the shares and warrants shall be on a delivery versus
payment basis. The Purchaser has delivered the full purchase price to the law
firm of Xxxxxxx Xxxxxx & Green, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, to be
held in escrow by such firm pending delivery of the shares to Purchaser.
Purchaser directs that the shares shall be delivered via DWAC to the following
account:
Broker No. 0443
Account No. 6E2-050510
And the warrant certificates should be delivered to:
Westminster Securities, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxx Xxxx
The shares of common stock have been registered on a Form S-3, File No.
333-37678, which registration statement has been declared effective by the
Securities and Exchange Commission. The shares are free of restrictive legends
and are free of any resale restrictions. The Company is delivering herewith a
prospectus supplement on Form 424(b)(2) regarding the sale of the shares prior
to funding.
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Upon notice of receipt by the Purchaser of the shares by Purchaser from
the Company, this letter shall serve as an irrevocable instruction from the
Purchaser to Xxxxxxx Xxxxxx & Green, P.C. to deliver payment as directed by the
Company, net of $60,000 which is to be paid directly to Ladenburg Xxxxxxxx & Co.
Inc. as underwriter.
AGREED AND ACCEPTED:
Sedona Corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
Roseworth Group Limited
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Authorized Signatory
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