Contract
EXHIBIT
10.10
PRIVATE
PLACEMENT PURCHASE AGREEMENT dated June 30, 2003 by and among COLONIAL
COMMERCIAL
CORP., a New York corporation (the "Company"), and the persons who are signing
counterparts of
this
Agreement as "Investors."
Preliminary
Statement
1.
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Purchase
of Shares.
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(a)
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Each
Investor hereby purchases the number of shares (the "Shares") of
Company
Common Stock that
is set forth opposite his name below. The purchase price is $0.30
per
share, and is payable in cash
immediately.
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(b)
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The
Company will cause stock certificates for the Shares to be issued
to
Investors promptly.
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2.
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No
representations or warranties by the
Company.
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(a)
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Neither
the Company nor any officer or director of the Company is making
any
representation or warranty
to Investors regarding any matter or
thing.
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(b)
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Investors
are proceeding in this transaction based solely on such investigations
and
with such legal, accounting
tax and other assistance as they have deemed
appropriate.
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(c)
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An
investment in the Shares entails substantial
risks.
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3.
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Representations
by Investors
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(a) |
Each
Investor is an officer or director of the Company or otherwise
has a close
relationship with the Company.
He understands that the Company has not filed its SEC 10K and 10Q
reports
since September
30, 2001 that its shares have been delisted from NASDAQ, and that
its bank
debt is payable
immediately on demand.
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(b) |
Each
Investor represents and warrants to the Company
that:
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(i)
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he
has sufficient knowledge and experience in financial and business
matters
to be able to evaluate
the risks and merits of the investment represented by the purchase
of the
Shares;
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(ii)
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he
is able to bear the economic risks of such investment, including
the risk
of losing all such investment, and he has no need for liquidity with
respect to his investment;
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(iii)
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he
understands that no prospectus, offering circular or other offering
statement containing information
with respect to the Company and the Shares or with respect to the
Company's business is being issued;
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(iv)
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he
has had the opportunity to ask questions and receive answers from
knowledgeable individuals concerning the Company, its business and
the
Shares;
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(v)
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he
understands that the Shares (a) are not being registered (or, with
respect
to state securities or
Blue Sky laws, otherwise qualified for sale) under the Securities
Act of
1933, as amended (the "Act"), or under the securities or Blue Sky
laws and
regulations of any state and the Company is not
agreeing to register the Shares, and (b) cannot be sold, transferred
or
otherwise disposed of unless
subsequently registered under the Act and applicable state securities
or
Blue Sky laws or pursuant
to an exemption from such registration which is available at the
time of
desired sale, and will
bear a legend to that effect;
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(vi)
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he
is aware that the information and conditions necessary to permit
routine
sales of the Shares, or any portion thereof, under Rule 144 of the
Act are
not now available and may not be available at a time that he wishes
to
transfer part or all of the Shares, and that in any event he may
then be
prohibited from engaging in trading because of confidentiality, fiduciary
and other legal requirements;
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(vii)
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he
is an "accredited investor" as defined in Rule 501 (a) of Regulation
D,
promulgated under the Act, and that at least (1), (2) or (3) applies
to
him;
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(1)
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he
is a director or executive officer of the
Company,
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(2)
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his
individual net worth, or his joint net with his spouse, exceeds
$1,000,000, or
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(3)
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his
individual income was in excess of $200,000 in each of the two most
recent
years, or his joint income with his spouse was in excess of $300,000
in
each of those years, and he has a reasonable expectation of reaching
the
same income level in the current
year;
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(viii)
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he
is purchasing the Shares for his own account and not with a view
to resale
or other distribution
thereof inconsistent with or in violation of the federal securities
laws
or the securities or
Blue Sky laws of any state;
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(ix)
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he
is not obligated to transfer any Shares to any other person or entity
nor
does he have any agreement or understanding to do so;
and
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(x)
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he
has been advised that he should rely on his own professional accounting,
tax, legal and financial
advisors with respect to an investment in the Company and a purchase
of
the Shares.
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4.
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Miscellaneous
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(a)
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This
Agreement sets forth in full all understandings of the Company and
Investors with respect to the
subject matter of this Agreement. It may not be amended or terminated
orally. The internal laws of the State of New York shall govern this
Agreement.
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(b)
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This
Agreement may be signed in one or more counterparts each of which
shallconstitute an original.
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IN
WITNESS WHEREOF, the parties have signed this Agreement as of the date set
forth
above.
By:
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/s/Xxxxxxx
Xxxx
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Xxxxxxx
Xxxx, President
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Investor’s
Name
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Signature
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Number
of Shares
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Xxxx
Xxxxxx
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/s/
Xxxx Xxxxxx
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150,000
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Xxxxxxx
Xxxx
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/s/
Xxxxxxx Xxxx
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167,000
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Xxxxxxx
Xxxxxx
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/s/
Xxxxxxx Xxxxxx
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335,000
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Xxxx
Xxxx
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/s/
Xxxx Xxxx
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50,000
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Xxxxx
X. Xxxxxxx
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/s/
Xxxxx X. Xxxxxxx
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100,000
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