STOCK PURCHASE AGREEMENT
Stock Purchase Agreement entered into on this 9th day of April, 1999
between Archery Capital LLC (the "Purchaser") and X.X. Xxxxxxxx & Co., Inc., a
New Jersey corporation, having an office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx
Xxxx, Xxx Xxxxxx 00000 (the "Seller").
W I T N E S S E T H:
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1. Purchaser hereby buys from Seller, and Seller hereby sells to
Purchaser, five hundred thousand (500,000) shares of Seller=s common stock at a
purchase price of $5.00 per share, effective on the date hereof.
2. Purchaser is hereby transmitting the purchase price of $2,500,000 by
wire transfer of good funds to Seller's account as described on Schedule A. The
stock certificate or certificates representing the shares being sold to
Purchaser shall be issued and delivered, following receipt of payment.
3. The certificates representing the shares being sold to Purchaser are
not registered under federal or state securities laws but are being sold in
reliance upon the exemption from registration under Section [4]2 of the
Securities Act of 1933, as amended and may only be resold in accordance
herewith. Purchaser is hereby afford one demand registration right and
unlimited piggyback rights to have the shares purchased registered for resale
in a registration statement which Purchaser may require Seller to file from and
after May 1, 1999 or, with respect to piggybacks, may require Seller to file in
any registration statement hereafter filed by Seller on a form permitting the
addition of such shares. Purchaser shall include at least 100,000 shares in any
demand or piggyback registration and the rights to have such shares registered
shall lapse at such
time as Purchaser is entitled to sell all of its then remaining shares
purchased hereunder without registration.
4. This Agreement has been duly executed and delivered by each of the
parties and shall be construed and enforced in accordance with the laws of the
State of New York. Purchaser may allocate the shares purchased to such
investors as shall be "accredited investors" within the meaning of U.S.
securities laws.
IN WITNESS WHEREOF, this Agreement has been entered into on the day and
year first above written.
ARCHERY CAPITAL LLC - Purchaser
By: /s/ Erinch X. Xxxxx
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Erinch X. Xxxxx
X.X. XXXXXXXX & CO., INC. - Seller
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Chairman
