INVESTMENT LETTER AGREEMENT
---------------------------
THIS INVESTMENT LETTER AGREEMENT dated as of the 28th day of February,
1997, by and between, SERVICE SYSTEMS INTERNATIONAL, LTD., a Nevada corporation
(CORPORATION), and L. L. ALENTEJANO, the stockholder whose name, address and
number of shares acquired appears at the signature line of this Agreement
("STOCKHOLDER").
WITNESSETH:
WHEREAS, STOCKHOLDER wishes to acquire capital stock of the CORPORATION
(THE "SECURITIES") in a transaction not involving a public offering as that term
is used in Section 4(2) of the Securities Act of 1933, as amended, ("THE ACT").
WHEREAS, CORPORATION desires to prevent any further transfer of the
SECURITIES in violation of the ACT and to inform STOCKHOLDER as to the
circumstances under which STOCKHOLDER is required to take and hold the
SECURITIES and the limitations upon their resale.
NOW, THEREFORE, in consideration of the mutual promises and representations
contained herein, it is agreed as follows:
1. [REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER]
STOCKHOLDER hereby represents and warrants to CORPORATION that now and at
all times after the SECURITIES are issued and delivered to STOCKHOLDER, that
STOCKHOLDER is acquiring the Securities for investment only and does not intend
to sell, hypothecate, give or otherwise dispose of the SECURITIES or any
interest therein, and acknowledges that this representation and induced to enter
into and perform its obligations under this Investment Letter Agreement.
2. [OBLIGATIONS OF STOCKHOLDER]
STOCKHOLDER agrees not to sell, hypothecate, give or otherwise dispose of
the SECURITIES or any interest therein, unless:
2.1 There is then in effect a registration statement under the ACT
with respect to the SECURITIES and the distribution; or
2.2 The disposition is made in compliance with Rule 144 of the ACT;
or
2.3 Counsel for the CORPORATION is of the opinion that registration
under the ACT or compliance with Rule 144 is not required in
connection with the proposed disposition.
3. [CONDITIONS PRECEDENT TO DISPOSITION UNDER RULE 144]
3.1 The conditions and warranties of STOCKHOLDER in 1 above shall
have been accurate.
3.2 CORPORATION shall have received notice of STOCKHOLDER'S intention
to dispose of the SECURITIES thirty (30) days before the proposed
disposition.
3.3 CORPORATION shall have received an opinion of counsel for
STOCKHOLDER addressed to CORPORATION and dated the day of the
disposition of the SECURITIES to the effect that such disposition is
in compliance with Rule 144. In giving this opinion, counsel may
assume that the requirements in paragraph "c" of Rule 144 regarding
the availability of public information have been met.
3.4 CORPORATION shall have received an affidavit from STOCKHOLDER
dated the day of the disposition of the SECURITIES to the effect:
3.4.1 STOCKHOLDER has been sole beneficial and legal owner of
the SECURITIES for a period of at least two (2) years from the
date STOCKHOLDER received the SECURITIES.
3.4.2 That the total amount of the SECURITIES STOCKHOLDER
intends to dispose of the CORPORATION does not exceed one percent
(1%) of the then outstanding securities of the CORPORATION.
3.4.3 That the sale will be a broker's transaction as defined by
Rule 144 (f) and (g).
3.4.4 That notice of the requirements of Rule 144 (h) have been
met.
3.4.5 That he has a bona fide intention to sell the SECURITIES
immediately upon the Issuer's permission being granted.
4. [CONDITIONS PRECEDENT TO OTHER DISPOSITION THAN PROVIDED BY RULE 144]
4.1 It is understood that STOCKHOLDER may be permitted a disposition
of the SECURITIES in a privately negotiated transaction not involving
an underwriter, broker, or a public offering.
4.2 It is agreed that in such a transaction, the transferee shall be
required to execute an Investment Letter Agreement restricting the
further disposition of the Securities.
5. [CERTAIN UNDERSTANDINGS, ETC.]
5.1 OTHER AGREEMENTS SUPERSEDED;
WAIVER OF MODIFICATION, ETC.
This Investment Letter Agreement supersedes all prior agreements or
understandings written or oral relating to the resale of the
SECURITIES herein. This Agreement shall inure to the benefit of and
be binding upon the assigns and successors of the STOCKHOLDER.
2
5.2 RESTRICTIVE LEGEND
STOCKHOLDER understands a legend giving notice of the restrictions of
the disposition of the SECURITIES imposed by this Investment Letter
Agreement shall appear on the stock certificate.
5.3 REPURCHASE OF SECURITIES
STOCKHOLDER agrees to wait at least thirty (30) days before
repurchasing any SECURITIES which have been sold pursuant to Rule 144.
5.4 CHANGES IN RULE 144
Any amendments to or interpretations of Rule 144 which are adopted
after the execution of this Investment Letter Agreement which are more
liberal or more restrictive shall be given effect as modifications
hereof.
IN WITNESS WHEREOF, the CORPORATION and the STOCKHOLDER have executed this
Investment Letter Agreement as of the day and year first above written.
SERVICE SYSTEMS INTERNATIONAL, LTD.
By /s/ Xxx Xxxxxxxx
-------------------------------------
(Hereunto Duly Authorized)
STOCKHOLDER
By L. L. ALENTEJANO
ADDRESS: 00000 Xxxxxxxxx Xx
-------------------------------
Xxxxxx XX X0X 0X0
-------------------------------
SIGNATURE: /s/ L. L. Alentejano
-----------------------------
SHARES: 5,629
CONSIDERATION: 25,000 SHARES UV SYSTEMS TECHNOLOGY, INC.
---------------
