EXHIBIT 4.1
PRIVATE PLACEMENT PURCHASE AGREEMENT dated February 3, 2004 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. Purchase of Shares
(a) 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 $0.60 per share, and is payable in cash immediately.
(b) The Company will cause stock certificates for the Shares to be issued
to Investors promptly.
2. No representations or warranties by the Company
(a) Neither the Company nor any officer or director of the Company is
making any representation or warranty to Investors regarding any
matter or thing.
(b) 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.
(c) An investment in the Shares entails substantial risks.
3. Representations by Investors
(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 recently filed its SEC 10Q reports through September 30,
2003, has received copies of same and that its shares have been
delisted from NASDAQ, and that its bank debt is payable immediately on
demand.
(b) Each Investor represents and warrants to the Company that:
(i) 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;
(ii) 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;
(iii) 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;
(iv) he has had the opportunity to ask questions and receive answers
from knowledgeable individuals concerning the Company, its
business and the Shares;
(v) 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 stats securities or Blue Sky laws or pursuant
to an exemption form such registration which is available at the
time of desired sale, and will bear a legend to that effect:
(vi) 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;
(vii) 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;
(1) he is a director or executive officer of the Company,
(2) his individual net worth, or his joint net with his spouse,
exceeds $1,000,000, or
(3) his individual income was in excess of $200,000 in each of
the two most recent years, or his joins 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;
(viii) 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;
(ix) 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
(x) 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.
4. Miscellaneous
(a) 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.
(b) This Agreement may be signed in one or more counterparts each of which
shall constitute an original.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set
forth above
COLONIAL COMMERCIAL CORP.
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Investor's name Signature Number of Shares
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Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx 170,000
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