Exhibit 4.5
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of
acceptance set forth below, is entered into by and between STRATEGIC SOLUTIONS
GROUP, INC. (formerly known as Pacific Animated Imaging Corp.), a Delaware
corporation, with headquarters located in Annapolis, MD (the "Company"), and the
undersigned (the "Buyer").
W I T N E S S E T H:
WHEREAS, the Company and the Buyer are executing and
delivering this Agreement in reliance upon the exemption from securities
registration afforded under Regulation D ("Regulation D") as promulgated by the
United States Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "1933 Act"), and/or Section 4(2) of the
1933 Act; and
WHEREAS, the Buyer wishes to purchase, upon the terms and
subject to the conditions of this Agreement,1,250,000 shares of the Common Stock
of the Company, $0.0001 par value per share (the "Common Stock"), upon the terms
and subject to the conditions of this Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AGREEMENT TO PURCHASE; PURCHASE PRICE.
a. Purchase; Certain Definitions. (i) The undersigned hereby
agrees to purchase from the Company, the Common Stock at a price of $ .20 per
share.
(ii) As used herein, the term "Securities" means Common Stock.
b. Form of Payment. The Buyer shall pay the purchase price
for the Common Stock by delivering immediately available good funds in United
States Dollars to the Company. Promptly following payment by the Buyer to the
Company of the purchase price of the Common Stock, the Company shall deliver the
Common Stock duly executed on behalf of the Company to the Company.
c. Method of Payment. Payment of the purchase price for the
Common Stock shall be made by certified or bank funds. Not later than 3:00 p.m.,
New York time, on the Closing Date, the Buyer shall deposit with the Company the
aggregate purchase price for the Common Stock, in immediately available funds.
Time is of the essence with respect to such
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payment, and failure by the Buyer to make such payment, shall allow the Company
to cancel this Agreement and seek any other remedy available to Company at law
or equity.
2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO
INFORMATION; INDEPENDENT INVESTIGATION.
THE BUYER REPRESENTS AND WARRANTS TO, AND CONVENANTS AND
AGREES WITH, THE COMPANY AS FOLLOWS:
a. PURCHASE FOR INVESTMENT ONLY. THE BUYER IS PURCHASING THE
COMMON STOCK FOR BUYER'S OWN ACCOUNT FOR INVESTMENT ONLY AND NOT WITH A VIEW
TOWARDS THE PUBLIC SALE OR DISTRIBUTION THEREOF AND NOT WITH A VIEW TO OR FOR
SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.
b. ACCREDITED INVESTOR STATUS. THE BUYER IS (I) AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED IN RULE 501 OF THE GENERAL RULES AND
REGULATIONS UNDER THE 1933 ACT BY REASON OF RULE 501(A)(3), (II) EXPERIENCED IN
MAKING INVESTMENTS OF THE KIND DESCRIBED IN THIS AGREEMENT AND THE RELATED
DOCUMENTS, (III) ABLE, BY REASON OF THE BUSINESS AND FINANCIAL EXPERIENCE OF ITS
OFFICERS (IF AN ENTITY) AND PROFESSIONAL ADVISORS (WHO ARE NOT AFFILIATED WITH
OR COMPENSATED IN ANY WAY BY THE COMPANY OR ANY OF ITS AFFILIATES OR SELLING
AGENTS), TO PROTECT BUYER'S OWN INTERESTS IN CONNECTION WITH THE TRANSACTIONS
DESCRIBED IN THIS AGREEMENT, AND THE RELATED DOCUMENTS, AND (IV) ABLE TO AFFORD
THE ENTIRE LOSS OF ITS INVESTMENT IN THE SECURITIES.
c. SUBSEQUENT OFFER REQUIREMENTS. ALL SUBSEQUENT OFFERS AND
SALES OF THE COMMON STOCK BY THE BUYER SHALL BE MADE PURSUANT TO REGISTRATION OF
THE SHARES UNDER THE 1933 ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.
d. ACKNOWLEDGEMENT OF BUYER. THE BUYER UNDERSTANDS THAT THE
COMMON STOCK ARE BEING OFFERED AND SOLD, TO IT IN RELIANCE ON SPECIFIC
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE
SECURITIES LAWS AND THAT THE COMPANY IS RELYING UPON THE TRUTH AND ACCURACY OF,
AND THE BUYER'S COMPLIANCE WITH,THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF THE BUYER SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF THE BUYER
TO ACQUIRE THE COMMON STOCK.
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e. FULL DISCLOSURE. THE BUYER AND ITS ADVISORS, IF ANY, HAVE
BEEN FURNISHED WITH ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND
OPERATIONS OF THE COMPANY AND MATERIALS RELATING TO THE OFFER AND SALE OF THE
COMMON STOCK WHICH HAVE BEEN REQUESTED BY THE BUYER. THE BUYER AND ITS ADVISORS,
IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY AND
HAVE RECEIVED COMPLETE AND SATISFACTORY ANSWERS TO ANY SUCH INQUIRIES. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE BUYER HAS ALSO HAD THE OPPORTUNITY
TO OBTAIN AND TO REVIEW THE COMPANY'S (1) ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1998, (2) QUARTERLY REPORTS ON FORM 10-Q FOR THE
FISCAL QUARTERS ENDED MARCH 31, 1999, JUNE 30, 1999, AND SEPTEMBER 30, 1999 AND
(3) PROXY MATERIALS REGARDING THE 1999 ANNUAL MEETING OF STOCKHOLDERS.
f. RISK FACTORS. THE BUYER UNDERSTANDS THAT THE SECURITIES
INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT. BUYER HAS CAREFULLY CONSIDERED THE RISKS
AND SPECULATIVE FACTORS AFFECTING THE BUSINESS OF THE COMPANY PRIOR TO MAKING
ANY INVESTMENT.
g. NO ENDORSEMENTS. THE BUYER UNDERSTANDS THAT NO UNITED
STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY
HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES.
h. BINDING EFFECT. THIS AGREEMENT HAS BEEN DULY AND VALIDLY
AUTHORIZED, EXECUTED AND DELIVERED ON BEHALF OF THE BUYER AND IS A VALID AND
BINDING AGREEMENT OF THE BUYER ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT
AS TO ENFORCEABILITY TO GENERAL PRINCIPLES OF EQUITY AND TO BANKRUPTCY,
INSOLVENCY, MORATORIUM AND OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY.
i. REPORTING COMPANY STATUS. IF THE BUYER IS AN ENTITY, THE
BUYER IS A N/A DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
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LAWS OF THE STATE OF N/A , AND HAS THE REQUISITE POWER TO OWN ITS PROPERTIES AND
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TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
j. RESIDENCE. IF THE BUYER IS AN INDIVIDUAL, THE BUYER IS A
BONA FIDE RESIDENT OF THE STATE OF MARYLAND, AND MAINTAINS HIS
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PRINCIPAL RESIDENCE THERE OR HAS A DRIVER'S LICENSE IN THAT STATE AND IS AT
LEAST EIGHTEEN (18) YEARS OF AGE.
k. SECURITIES PURCHASE AGREEMENT. THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, HAVE BEEN DULY AND VALIDLY AUTHORIZED BY THE
BUYER; THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE BUYER AND THIS
AGREEMENT IS, WHEN EXECUTED AND DELIVERED BY THE BUYER, WILL BE, A VALID AND
BINDING AGREEMENT OF THE BUYER ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT
AS TO ENFORCEABILITY TO GENERAL PRINCIPLES OF EQUITY AND TO BANKRUPTCY,
INSOLVENCY, MORATORIUM, AND OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY.
l. NON-CONTRAVENTION. THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE CONSUMMATION BY THE BUYER OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT DO NOT AND WILL NOT CONFLICT WITH OR RESULT IN A BREACH BY THE
BUYER OF ANY OF THE TERMS OR PROVISIONS OF THE BUYER, OR CONSTITUTE A DEFAULT
UNDER (I) THE ARTICLES OF AUTHORITY OR BY-LAWS OF THE BUYER, EACH AS CURRENTLY
IN EFFECT, (II) ANY INDENTURE, MORTGAGE, DEED OF TRUST, OR OTHER MATERIAL
AGREEMENT OR INSTRUMENT TO WHICH THE BUYER IS A PARTY OR BY WHICH IT OR ANY OF
ITS PROPERTIES OR ASSETS ARE BOUND, INCLUDING ANY LISTING AGREEMENT FOR THE
COMMON STOCK EXCEPT AS HEREIN SET FORTH, (III) ANY EXISTING APPLICABLE LAW,
RULE, OR REGULATION OR ANY APPLICABLE DECREE, JUDGMENT, OR ORDER OF ANY COURT,
UNITED STATES FEDERAL OR STATE REGULATORY BODY, ADMINISTRATIVE AGENCY, OR OTHER
GOVERNMENTAL BODY HAVING JURISDICTION OVER THE BUYER OR ANY OF ITS PROPERTIES OR
ASSETS, EXCEPT SUCH CONFLICT, BREACH OR DEFAULT WHICH WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT ON THE TRANSACTIONS CONTEMPLATED HEREIN.
m. APPROVALS. NO AUTHORIZATION, APPROVAL OR CONSENT OF ANY
COURT, GOVERNMENTAL BODY, REGULATORY AGENCY, SELF-REGULATORY ORGANIZATION, OR
STOCK EXCHANGE OR MARKET OR THE STOCKHOLDERS OF THE BUYER IS REQUIRED TO BE
OBTAINED BY THE BUYER FOR THE PURCHASE OF THE SECURITIES FROM THE COMPANY AS
CONTEMPLATED BY THIS AGREEMENT, EXCEPT SUCH AUTHORIZATIONS, APPROVALS AND
CONSENTS THAT HAVE BEEN OBTAINED.
3. COMPANY REPRESENTATIONS, ETC.
The Company represents and warrants to the Buyer that:
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a. Concerning the Shares. There are no preemptive rights of
any stockholder of the Company, as such, to acquire the Common Stock.
b. Reporting Company Status. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has the requisite corporate power to own its properties and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in each jurisdiction
where the nature of the business conducted or property owned by it makes such
qualification necessary other than those jurisdictions in which the failure to
so qualify would not have a material and adverse effect on the business,
operations, properties, prospects or condition (financial or otherwise) of the
Company. The Company's Common Stock is listed and traded on the Over the Counter
market.
c. Authorized Shares. The Company has authorized 25,000,000
shares and issued and outstanding 5,356,690 shares and has reserved for various
stock plans and earn-outs 3,538,861 shares. As of the Closing Date, the Company
has sufficient remaining authorized, unissued and unreserved shares as may be
reasonably necessary as of the Closing Date to effect the sale of the Common
Stock. The Shares have been duly authorized and, when issued, will in the
absence of fraud be duly and validly issued, fully paid and non-assessable and
will not subject the holder thereof to personal liability by reason of being
such holder.
d. Non-contravention. The execution and delivery of this
Agreement by the Company, the issuance of the Securities, and the consummation
by the Company of the other transactions contemplated by this Agreement, do not
and will not conflict with or result in a breach by the Company of any of the
terms or provisions of, or constitute a default under (i) the articles of
incorporation or by-laws of the Company, each as currently in effect, (ii) any
indenture, mortgage, deed of trust, or other material agreement or instrument to
which the Company is a party or by which it or any of its properties or assets
are bound, including any listing agreement for the Common Stock except as herein
set forth, (iii) any existing applicable law, rule, or regulation or any
applicable decree, judgment, or order of any court, United States federal or
state regulatory body, administrative agency, or other governmental body having
jurisdiction over the Company or any of its properties or assets, or (iv) the
Company's listing agreement for its Common Stock, except such conflict, breach
or default which would not have a material adverse effect on the transactions
contemplated herein.
e. Approvals. No authorization, approval or consent of any
court, governmental body, regulatory agency, self-regulatory organization, or
stock exchange or market or the stockholders of the Company is required to be
obtained by the Company for the issuance and sale of the Securities to the Buyer
as contemplated by this Agreement, except such authorizations, approvals and
consents that have been obtained or that may be needed to increase the
authorized shares of Company.
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f. SEC Filings. None of the Company's SEC Documents contained,
at the time they were filed, any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements made therein in light of the circumstances under which they were
made, not misleading.
g. Absence of Certain Changes. Since September 30, 1999, there
has been no material adverse change and no material adverse development in the
business, properties, operations, financial condition, or results of operations
of the Company, except as disclosed in the documents referred to the Company's
SEC Documents.
h. Full Disclosure. There is no fact known to the Company
(other than general economic conditions known to the public generally, and other
than facts disclosed in the Company's SEC Documents) that has not been disclosed
in writing to the Buyer that (i) would reasonably be expected to have a material
adverse effect on the condition (financial or otherwise), earnings, business
affairs, properties or assets of the Company or (ii) would reasonably be
expected to materially and adversely affect the ability of the Company to
perform its obligations pursuant to this Agreement or the other agreements and
instruments contemplated hereby (collectively, including this Agreement, the
"Transaction Agreements").
i. Absence of Litigation. Except as set forth in the Company's
SEC Documents, which the Buyer has reviewed, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board or
body pending or, to the knowledge of the Company or any of its subsidiaries,
threatened against or affecting the Company or any of its subsidiaries, wherein
an unfavorable decision, ruling or finding would have a material adverse effect
on the properties, business, condition (financial or otherwise), results of
operations or prospects of the Company and its subsidiaries taken as a whole or
the transactions contemplated by any of the Transaction Agreements or which
would adversely affect the validity or enforceability of, or the authority or
ability of the Company to perform its obligations under, any of the Transaction
Agreements
j. Absence of Events of Default. No Event of Default (or its
equivalent term), as defined in the respective agreement to which the Company is
a party, and no event which, with the giving of notice or the passage of time or
both, would become an Event of Default (or its equivalent term) (as so defined
in such agreement), has occurred and is continuing, which would have a material
adverse effect on the Company's financial condition or results of operations.
k. No Default. The Company is not in default in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust or other material
instrument or agreement to which it is a party or by which it or its property is
bound.
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4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.
a. Transfer Restrictions. The Buyer acknowledges that (1) the
Securities have not been and are not being registered under the provisions of
the 1933 Act, and may not be transferred unless (A) subsequently registered
thereunder or (B) the Buyer shall have delivered to the Company an opinion of
counsel, reasonably satisfactory in form, scope and substance to the Company, to
the effect that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration; (2) any sale of the
Securities made in reliance on Rule 144 promulgated under the 1933 Act may be
made only in accordance with the terms of said Rule and further, if said Rule is
not applicable, any resale of such Securities under circumstances in which the
seller, or the person through whom the sale is made, may be deemed to be an
underwriter, as that term is used in the 1933 Act, may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (3) neither the Company nor any other person is under any
obligation to register the Securities (other than pursuant to the Registration
Rights Agreement, attached hereto as ANNEX I and incorporated herein) under the
1933 Act or to comply with the terms and conditions of any exemption thereunder.
b. Restrictive Legend. The Buyer acknowledges and agrees that
the Common Stock has not been registered under the 1933 Act and shall bear a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the Common Stock):
THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF
COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED.
c. Filings. The Company undertakes and agrees to make all
necessary filings in connection with the sale of the Common Stock to the Buyer
under any United States federal, state and local laws and regulations, or by any
domestic securities exchange or trading market, and to provide a copy thereof to
the Buyer promptly after such filing.
d. Use of Proceeds. The Company will use the proceeds from the
sale of the Common Stock (excluding amounts paid by the Company for legal fees)
for repayment of debts and internal working capital purposes.
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e. Registration Rights. In accordance with and subject to the
terms and conditions of that certain Registration Rights Agreement attached
hereto as ANNEX I, and incorporated herein by this reference, within sixty (60)
days of the Closing Date the Company shall cause to be prepared and filed with
the SEC a Registration Statement on any applicable form registering for sale all
of the Shares of Common Stock herein subscribed and purchased.
5. TRANSFER AGENT INSTRUCTIONS.
a. Promptly following the delivery by the Buyer of the
aggregate purchase price for the Common Stock in accordance with Section 1(b)
hereof, the Company will irrevocably instruct its transfer agent to issue Common
Stock, bearing the restrictive legend specified in Section 4(b) of this
Agreement prior to registration of the Shares under the 1933 Act, registered in
the name of the Buyer or Buyer's nominee. The Company covenants and agrees that
no instruction other than such instructions referred to in this Section 5 and
stop transfer instructions to give effect to Section 4(a) hereof prior to
registration and sale of the Shares under the 1933 Act will be given by the
Company to the transfer agent and that the Shares shall otherwise be freely
transferable on the books and records of the Company as and to the extent
provided in this Agreement, and applicable law. Nothing in this Section shall
affect in any way the Buyer's obligations and agreement to comply with this
Agreement and all agreements attached hereto and with all applicable securities
laws upon resale of the Securities. If the Buyer provides the Company with an
opinion of counsel reasonably satisfactory to the Company that registration of a
resale by the Buyer of any of the Securities in accordance with clause (1)(B) of
Section 4(a) of this Agreement is not required under the 1933 Act, the Company
shall (except as provided in clause (2) of Section 4(a) of this Agreement)
permit the transfer of the Securities and, in the case of the Shares, promptly
instruct the Company's transfer agent to issue one or more certificates for
Common Stock without legend in such name and in such denominations as specified
by the Buyer.
b. In lieu of delivering physical certificates representing
the Common Stock, provided the Company's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program,
upon request of the Buyer and its compliance with the provisions contained in
this paragraph, so long as the certificates therefor do not bear a legend and
the Buyer thereof is not obligated to return such certificate for the placement
of a legend thereon, the Company shall use its best efforts to cause its
transfer agent to electronically transmit the Common Stock issuable to the Buyer
by crediting the account of Buyer's Prime Broker with DTC through its Deposit
Withdrawal Agent Commission system.
6. DELIVERY INSTRUCTIONS.
The Common Stock shall be delivered by the Company to the
Buyer pursuant to Section 1(b) hereof, on a delivery against payment basis, on
the Closing Date.
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7. CLOSING DATE.
The date and time of the issuance and sale of the Common Stock
(the "Closing Date") shall occur on a date and at a time mutually agreeable to
the parties but in any no later than 12:00 Noon, New York time on March 10,
2000. The closing shall occur on such date at the offices of the Company.
Notwithstanding anything to the contrary contained herein, the Company's
obligation to sell and the Buyer's obligation to buy are further subject to
satisfaction of the conditions set forth in Sections 8 and 9 hereof.
8. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
The Buyer understands that the Company's obligation to sell
the Common Stock to the Buyer pursuant to this Agreement on the Closing Date is
conditioned upon:
a. The receipt and acceptance by the Company of this Agreement
(such acceptance to be evidenced by the Company's execution and delivery of this
Agreement);
b. Delivery by the Buyer to the Company of good funds as
payment in full of an amount equal to the purchase price for the Common Stock in
accordance with Section 1(c) hereof;
c. The accuracy on the relevant Closing Date of the
representations and warranties of the Buyer contained in this Agreement, each as
if made on such Closing Date, and the performance by the Buyer on or before such
Closing Date of all covenants and agreements of the Buyer required to be
performed on or before such Closing Date; and
d. There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained.
9. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
The Company understands that the Buyer's obligation to
purchase the Common Stock on the Closing Date is conditioned upon:
a. The receipt and acceptance by the Buyer of this Agreement
(to be evidenced by the Buyer's execution and delivery of this Agreement) for
the purchase of the Common Stock;
b. Delivery by the Company to the Buyer of the relevant Common
Stock in accordance with this Agreement;
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c. The accuracy in all material respects on the relevant
Closing Date of the representations and warranties of the Company contained in
this Agreement, each as if made on such Closing Date, and the performance by the
Company on or before such Closing Date of all covenants and agreements of the
Company required to be performed on or before such Closing Date; and
d. The receipt and acceptance by the Buyer of the Registration
Rights Agreement fully and lawfully executed by the Company (to be evidenced by
the Buyer's execution and delivery of the Registration Rights Agreement); and
e. Delivery by the Company to the Buyer of fully executed and
enforceable releases between the Company and Supermex Trading Company, Ltd.
10. GOVERNING LAW: MISCELLANEOUS.
a. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware for contracts to be wholly
performed in such state and without giving effect to the principles thereof
regarding the conflict of laws. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of
Wilmington or the state courts of the State of Delaware sitting in the City of
Wilmington in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions.
b. A facsimile transmission of this signed Agreement shall be
legal and binding on all parties hereto.
c. This Agreement may be signed in one or more counterparts,
each of which shall be deemed an original.
d. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.
e. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.
f. This Agreement may be amended only by an instrument in
writing signed by the party to be charged with enforcement thereof.
g. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.
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h. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto.
11. NOTICES. Any notice required or permitted hereunder shall
be given in writing (unless otherwise specified herein) and shall be deemed
effectively given on the earliest of
(i) the date delivered, if delivered by personal delivery as
against written receipt therefor or by confirmed facsimile
transmission,
(ii) the seventh business day after deposit, postage prepaid,
in the United States Postal Service by registered or certified
mail, or
(iii) the third business day after mailing by international
express courier, with delivery costs and fees prepaid,
in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by
ten (10) days' advance written notice similarly given to each of the other
parties hereto):
COMPANY: STRATEGIC SOLUTIONS GROUP, INC.
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▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO
Telecopier No.: (▇▇▇)- ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇)- ▇▇▇-▇▇▇▇
with a copy to:
Palmarella & ▇▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esquire
BUYER: At the address set forth on the signature page of this
Agreement.
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12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's
representations and warranties herein shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Buyer and its successors
and assigns.
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IN WITNESS WHEREOF, this Agreement has been duly executed by
the Buyer or one of its officers thereunto duly authorized as of the date set
forth below.
SIGNATURES FOR ENTITIES
IN WITNESS WHEREOF, each of the undersigned represents that the
foregoing statements are true and correct and that it has caused this Securities
Purchase Agreement to be duly executed on its behalf this 6th day of March,
2000.
Risk Factors. The Buyer understands that the Securities involve a high
degree of risk and should be purchased only by persons who can afford to lose
their entire investment. Buyer has carefully considered the risks and
speculative factors affecting the business of the Company prior to making any
investment.
1 A ▇▇▇▇▇▇▇ Plaza ▇▇▇▇▇▇▇ ▇▇▇▇▇
____________________________________ _________________________________
Address Printed Name of Subscriber
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________________
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
_________________________________
Telecopier No. ▇▇▇-▇▇▇-▇▇▇▇ (Signature of Authorized Person)
____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, Private Investor
____________________________________ _________________________________
Jurisdiction of Incorporation Printed Name and Title
or Organization
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Securities Purchase Agreement to be duly executed on its behalf.
STRATEGIC SOLUTIONS GROUP, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_____________________________
Title: CEO
______________________________________
Date: March 6, 2000
______________________________________