EXHIBIT 1
PivX Solutions, Inc.
00 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
June 22, 2006
Xxxxx Xxxxxx
c/o PivX Solutions, Inc.
00 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Re: Purchase of Series A Preferred and Common Stock of PivX
Solutions, Inc.
Dear Xx. Xxxxxx:
This letter agreement (this "Letter Agreement") sets forth certain
rights and obligations of Xxxxx Xxxxxx ("Purchaser"), on the one hand, and PivX
Solutions, Inc., a Nevada corporation ("PivX"), on the other hand, in connection
with the purchase and issuance of ten million (10,000,000) shares of Series A
Preferred Stock and five million (5,000,000) shares of Common Stock of PivX by
Purchaser.
In consideration for the sale of the ten million (10,000,000) shares of
Series A Preferred Stock and for million (5,000,000) shares of Common Stock
(together, the "Shares") and for other good and valuable consideration as listed
on Schedule A attached hereto, Purchaser hereby agrees that he shall be
obligated to purchase the Shares under the following terms and conditions:
I. ISSUANCE AND TERMS OF THE SERIES A PREFERRED STOCK ARE AS FOLLOWS:
A. NUMBER OF SHARES OF SERIES A PREFERRED STOCK TO BE ISSUED. The
number of shares of Series A Preferred Stock to be issued to Purchaser under
this Letter Agreement shall be ten million (10,000,000) shares, with a par value
of $0.001 per share.
B. CONSIDERATION. The consideration paid by Purchaser for the shares of
Series A Preferred Stock shall be the par value of $0.001 per share (an
aggregate of $1,000).
C. LIQUIDATION RIGHTS. Upon the dissolution, liquidation or winding up
of PivX, whether voluntary or involuntary, Purchaser shall be entitled to
receive out of the assets of PivX the sum of $0.001 (par value) per share.
D. VOTING RIGHTS. Each share of Series A Preferred Stock held shall
entitle Purchaser to five (5) votes on any matter submitted to the shareholders
of PivX for any vote, waiver, release or other action to be considered in
connection with the establishment of a quorum, except as may otherwise be
expressly required by law or the applicable stock exchange rules. The Series A
Preferred Stock shall vote together with the shares of Common Stock as one
class.
Xx. Xxxxx Xxxxxx
June 22, 2006
Page 2 of 3
E. NO CONVERSION RIGHTS. The shares of Series A Preferred Stock shall
not be convertible into any other class or series of stock of PivX.
F. RESTRICTED STOCK. The ten million (10,000,000) shares of Series A
Preferred Stock shall be restricted stock. Purchaser understands that the shares
of Series A Preferred Stock are characterized as "restricted securities" under
the 1933 Act inasmuch as they are being acquired from PivX in a transaction not
involving a public offering and that under the 1933 Act and applicable
regulations thereunder such securities may be resold without registration under
the 1933 Act only in certain limited circumstances. In this connection,
Purchaser represents that he is familiar with Rule 144 of the Commission, as
presently in effect, and understands the resale limitations imposed thereby and
by the 1933 Act. Purchaser understands that PivX is under no obligation to
register any of the securities sold.
II. ISSUANCE OF FIVE MILLION (5,000,000) SHARES OF THE COMMON STOCK OF
PIVX.
A. NUMBER OF SHARES OF COMMON STOCK TO BE ISSUED. The number of shares
of Common Stock, to be issued to Purchaser under this Letter Agreement shall be
five million (5,000,000) shares, with a par value of $0.001 per share.
B. CONSIDERATION. The consideration paid by Purchaser for the shares of
Common Stock shall be as set forth on the attached Schedule A.
C. FAIR MARKET VALUE FOR COMMON STOCK. The fair market value for the
shares of Common Stock to be issued under this Letter Agreement shall be
determined on a date which is within the 30 day period preceding the date of
this Letter Agreement.
D. RESTRICTED STOCK. The five million (5,000,000) shares of Common
Stock shall be restricted stock. Purchaser understands that the shares of Common
Stock are characterized as "restricted securities" under the 1933 Act inasmuch
as they are being acquired from PivX in a transaction not involving a public
offering and that under the 1933 Act and applicable regulations thereunder such
securities may be resold without registration under the 1933 Act only in certain
limited circumstances. In this connection, Purchaser represents that he is
familiar with Rule 144 of the Commission, as presently in effect, and
understands the resale limitations imposed thereby and by the 1933 Act.
Purchaser understands that PivX is under no obligation to register any of the
securities sold.
2
Xx. Xxxxx Xxxxxx
June 22, 2006
Page 3 of 3
III. EVENTS TO OCCUR UPON ISSUANCE OF THE SERIES A PREFERRED STOCK.
A. Upon issuance of the shares of Series A Preferred Stock, Xxxxx
Xxxxxxxx, Chief Executive Officer of PivX, shall resign from such office.
B. Upon the resignation of Xxxxx Xxxxxxxx from the office of Chief
Executive Officer, Purchaser shall be appointed as a Director and as Chief
Executive Officer of PivX.
The rights and obligations of the parties to this Letter Agreement
shall not be assignable without the consent of the other party. This Letter
Agreement shall be governed by the laws of the State of California, without
giving effect to the conflict of law provisions thereof. This Letter Agreement
may be executed in one or more counterparts, each of which shall constitute one
instrument. Any term of this Letter Agreement may be amended or waived only by
written consent of Purchaser and PivX.
Each of the parties represent that they have read this Letter
Agreement, fully understands its contents and meaning and have had the
opportunity to consult with and obtain advice from independent legal counsel
prior to executing this Letter Agreement.
Very truly yours,
PivX Solutions, Inc.
a Nevada Corporation
//XXXXX XXXXXXXX
Xxxxx Xxxxxxxx,
Chief Executive Officer
ACKNOWLEDGED AND AGREED:
By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx