THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED
STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS) UNLESS THE SAME ARE
REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
OFFERED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into as of
the 31st day of March, 1999 between ____________________, a ________________
company ("Purchaser"), and XxxxxxxXxxxxxxxxx.xxx, Inc., a Delaware corporation
(the "Company").
WHEREAS the Company is in the business of conducting business as an
integrated marketing solutions provider utilizing conventional media and
interactive multimedia technologies as described in the Company's Registration
Statement on Form SB-2 on file with the United States Securities and Exchange
Commission (File No. 333-66281) (as amended through Amendment No. 4, the
"Registration Statement");
WHEREAS the Company desires to sell certain of its newly authorized Series
A Convertible Preferred Stock ("Preferred Stock") and warrants to purchase
shares of its common stock to Purchaser pursuant to the exemption from
registration under the United States Securities Act of 1933, as amended (the
"Securities Act") provided by Regulation S promulgated thereunder ("Regulation
S") and Purchaser desires to acquire such shares and warrants, on the terms and
conditions set forth herein and in compliance with Regulation S; and
WHEREAS the Company and Purchaser wish to adjust the effective purchase
price for shares of Company common stock sold to Purchaser pursuant to that
certain Securities Purchase Agreement dated as of January 22, 1999 (the "Prior
Agreement") to equal the purchase price for shares of common stock underlying
the Preferred Stock and the warrants to be purchased and sold under this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
Section 1 ISSUANCE OF SHARES.
Section 1.1 Purchase and Sale of Securities; the Closing; Escrow. In
reliance upon the representations of the Company contained in Section 1.2 hereof
and subject to the terms and conditions set forth herein, the Company shall sell
to the Purchaser and the Purchaser shall purchase from the Company _______
shares of Preferred Stock of the Company (the "Shares") and warrants to purchase
_______ shares of common stock of the Company (the "Warrants" and together with
the Shares and the common stock underlying the Shares and the Warrants, the
"Securities") in consideration of the payment by Purchaser to the Company of
_______________ United States Dollars (US$________) (the "Purchase Price"). The
Warrants shall have an exercise price of one hundred twenty percent (120%) of
the price at which the common stock of the Company is offered to the public per
share of common stock issuable upon exercise of the Warrants; may not be
exercised by the Purchaser for a period of three hundred and sixty-five (365)
days following the issuance thereof; and are redeemable by the Company at its
option at a redemption price of $.01 per share issuable upon exercise of the
Warrants at any time after the share price of the common stock of the Company
shall have closed for twenty (20) consecutive trading days at a price equal to
or greater than two hundred percent (200%) of the initial public offering price
of the common stock of the Company. The Warrants may not be exercised at any
time after 5:00 p.m. Los Angeles time on April 1, 2002. The closing (the
"Closing") of the purchase and sale of the Securities shall be held at 10:00
a.m., Los Angeles time on April 1, 1999 (the "Closing Date"), at the principal
executive offices of the Company or at such other time or place or on such other
date as the parties hereto may mutually agree.
On the Closing Date, Purchaser will deliver to the Company through the
Escrow established pursuant to that certain Escrow Agreement dated as of the
date hereof between the Company and Citibank, N.A. (the "Escrow Agreement")
immediately available funds in the amount of the Purchase Price by wire transfer
to the Escrow Account provided in the Escrow Agreement (or such other account as
shall be established pursuant to the Escrow Agreement). On the Closing Date, the
Company will deliver to Purchaser through the Escrow certificates representing
the Shares and certificates representing the Warrants.
Section 1.2 Representations and Warranties of the Company.
The Company represents and warrants to Purchaser that on the date hereof
and as of the Closing Date:
(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and is duly qualified as a
foreign corporation in each jurisdiction in which the character of the
properties owned or held under lease by it or the nature of the business
transacted by it requires such qualification. The Company has all requisite
power to transact the business it transacts and proposes to transact, to execute
and deliver this Agreement and all other documents and agreements contemplated
hereby and thereby, and to perform the provisions hereof and thereof and to
consummate the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance of this Agreement and all other
documents and agreements contemplated hereby to be executed, delivered and
performed by the Company, and the consummation of the transactions contemplated
hereby or thereby, have been duly authorized and approved by the Company. This
Agreement and all other documents and agreements contemplated hereby to be
executed and delivered by the Company have each been duly authorized, executed
and delivered by, and each is the valid and binding obligation of, the Company,
enforceable against it in accordance with its terms, except as may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws or by legal or equitable principles relating to or limiting creditors'
rights generally.
(c) The authorized capital stock of the Company is 25,000,000 shares of
Common Stock, par value $.001, and 5,000,000 shares of preferred stock, par
value $.001, of which 3,235,000 shares of Common Stock are issued and
outstanding and the Preferred Stock is the only authorized series of preferred
stock, 450,000 of which are authorized and none of which is presently issued and
outstanding. The Shares will, when issued, be duly and validly issued, fully
paid and nonassessable and the common stock underlying the Shares and the
Warrants will, when issued (in the case of the Warrants upon payment of the
exercise price therefor), be duly and validly issued, fully paid and
nonassessable.
(d) The consummation of the transactions contemplated by this Agreement and
the performance of the terms and provisions of this Agreement and any other
documents or agreements contemplated hereby will not (i) contravene, result in
any breach of, or constitute a default under any indenture, mortgage, deed of
trust, bank loan or credit agreement, corporate charter, by-laws or other
material agreement or instrument to which the Company is a party or by which the
Company or any of its properties is bound, (ii) conflict with or result in a
breach of any of the terms, conditions or provisions of any order of any court,
arbitrator or federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign
(collectively, "Governmental Person") applicable to the Company or (iii) violate
any material provision of any statute or other rule or regulation of any
Governmental Person applicable to the Company.
(e) No consent, approval or authorization of, or registration, filing or
declaration with, any person or entity is required for the transfer of the
Securities or the valid delivery of the Securities or for the performance by the
Company of this Agreement or any other documents or agreements contemplated
hereby, other than the filings, registrations or qualifications under securities
laws or that may be required to be made or obtained in connection with the
offers transfer, sale or delivery of the Securities or any interest therein.
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(f) Upon issuance (including payment of the purchase or exercise price
therefor), Purchaser shall acquire good and marketable title to the Securities
free and clear of all covenants, conditions, restrictions, liens, pledges,
charges, encumbrances, options and adverse claims or rights of any kind
whatsoever.
Section 1.3 Representations, Warranties and Covenants of Purchaser.
Purchaser represents, warrants and covenants to the Company that on the
date hereof, as of the Closing Date and as of the date of any exercise of the
Warrants, conversion of the Shares and any transfer of Securities:
(a) Purchaser has all requisite power to execute and deliver this Agreement
and any Security exercised or converted, and all other documents and agreements
contemplated hereby and thereby, and to perform the provisions hereof and
thereof and to consummate the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance of this Agreement and any
Security exercised or converted, and all other documents and agreements
contemplated hereby and thereby, and the consummation of the transactions
contemplated hereby or thereby, have been duly authorized and approved by
Purchaser. This Agreement, and all other documents and agreements contemplated
hereby, including any Security exercised or converted, have each been, or will
be upon exercise or conversion, duly authorized, executed and delivered by, and
each is the valid and binding obligation of, Purchaser enforceable against
Purchaser in accordance with its terms, except as may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws or by
legal or equitable principles relating to or limiting creditors' rights
generally.
(c) Purchaser is a company organized under the law of the British Virgin
Islands having its principal place of business in Tortola, B.V.I. Purchaser is
not a U.S. Person within the meaning of Regulation S.
(d) Purchaser is an "accredited investor" within the meaning of Regulation
D under the Securities Act, and is acquiring the Securities for investment for
its own account, and not with a view to distribution subject, nevertheless, to
any requirement of law that the disposition of its property shall at all times
be within its control. Purchaser has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of
purchasing the Securities. Purchaser is aware that it may be required to bear
the economic risk of an investment in the Securities for an indefinite period,
and it is able to bear such risk for an indefinite period. Purchaser
acknowledges (i) that the Securities being and to be acquired by it are not
being registered under the Securities Act on the grounds that the issuance of
such securities is exempt from registration under Section 4(2) of the Securities
Act as not involving any public offering, (ii) that the Securities being and to
be acquired by it are not being registered under the Securities Act on the
grounds that the issuance of such securities is exempt from registration under
Regulation S as being made in an offshore transaction (as defined in such
Regulation) not to a U.S. person (as defined in such Regulation) and (iii) that
the Company's reliance on such exemption is predicated in part on the
representations made to the Company by the Purchaser in this Section 1.3.
(e) Purchaser acknowledges and agrees that until one year after the
conclusion of the transactions contemplated hereby, an offer or sale of the
Securities within the United States may violate the registration requirements of
the Securities Act if such offer or sale is made otherwise than in accordance
with Rule 144A under the Securities Act. Purchaser agrees to comply with the
offering restrictions provided in Rule 902(g) of Regulation S and that it will
resell the Securities only in accordance with Rules 903 or 904 of Regulation S
(copies of which have been provided to Purchaser), pursuant to registration
under the Securities Act or pursuant to an available exemption from such
registration.
(f) Purchaser has received and reviewed a complete copy of the Company's
Registration Statement on Form SB-2 and all amendments thereto and has had an
opportunity to make such inquiry of management of the Company as Purchaser has
desired.
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(g) Purchaser acknowledges receipt of a confirmation of the type described
in the last sentence of Section 5.1. -----------
(h) Purchaser agrees to execute and deliver such market stand-off or
lock-up agreements as the managing underwriter(s) for the Company's underwritten
public offering(s) shall request in connection with such offering(s), in such
form and in such manner as shall be requested by such managing underwriters. The
agreement contained in this clause (h) shall relate to all securities of the
Company owned, directly or indirectly, by Purchaser, whether acquired pursuant
to this Agreement or otherwise.
(i) Purchaser agrees not to enter into, directly or indirectly, any short
sale or similar transactions involving the Company's common stock or any
derivative security.
Section 2 CONDITIONS TO OBLIGATIONS OF PURCHASER. The obligation of
Purchaser to purchase and pay for the Shares and the Warrants on the Closing
Date shall be subject to the satisfaction on or before the Closing Date of the
conditions hereinafter set forth:
Section 2.1 Proceedings Satisfactory. All proceedings taken on or prior to
the Closing Date in connection with the issuance of the Shares and the Warrants
and the consummation of the transactions contemplated hereby and all documents
and papers relating thereto shall be satisfactory in form and substance to
Purchaser and its counsel.
Section 2.2 Representations True. All representations and warranties of the
Company contained herein shall be true and correct in all respects on and as of
the Closing Date with the same effect as though such representations and
warranties had been made on and as of the Closing Date and the Company shall
have performed in all respects all agreements on its part required to be
performed under this Agreement on or prior to the Closing Date.
Section 2.3 The Purchase by Purchaser Permitted by Applicable Laws. The
sale by the Company and the payment for the Shares and the Warrants to be
purchased by Purchaser (i) shall not be prohibited by any applicable law or
governmental regulation, release, interpretation or opinion, (ii) shall not
subject Purchaser to any penalty under or pursuant to any applicable law or
governmental regulation, and (iii) shall be permitted by the laws and
regulations of the jurisdictions to which Purchaser is subject.
Section 2.4 Execution and Delivery of Documents. Purchaser shall have
received the following, duly executed and delivered and in form and substance
satisfactory to Purchaser and its counsel: certificates representing the Shares
and the Warrants and such other documents and information as Purchaser may
reasonably request in connection herewith.
Section 3 COVENANTS.
Section 3.1 Restriction on Resale. The Shares shall be issued in
sub-Series, designated as sub-Series X-0, X-0, X-0 and A-4, each representing
one-fourth (or as close thereto as practicable) of the total number of Shares
purchased hereunder. No common stock received or receivable upon conversion of
the Shares may be assigned, resold, or otherwise disposed of or transferred at
any time prior to ninety (90) days following the date on which a registration
statement filed by the Company with respect to such common stock is declared
effective by the Securities and Exchange Commission (the "Initial Holding
Period"). Upon termination of the Initial Holding Period, the common stock
underlying the sub-Series A-1 Shares shall no longer be subject to such transfer
restriction and dividends shall cease to accrue or be payable with respect to
such Shares. On the 90th, 180th and 270th days following the end of the Initial
4
Holding Period, the common stock underlying the sub-Series X-0, X-0 and A-4
Shares, respectively, shall no longer be subject to such transfer restriction
and dividends with respect to such sub-Series X-0, X-0 xxx X-0 Shares,
respectively, shall cease to accrue or be payable.
Section 3.2 Registration Rights. The Company agrees to register the common
stock to be issued upon conversion of the Shares or exercise of the Warrants
upon demand of one or more holders of Preferred Stock within ninety (90) days
after the Company's eligibility to register shares on Form S-3 (or any successor
form). If any holder of Preferred Stock shall demand such registration,
Purchaser shall join in and cooperate with the Company in effecting such
registration. If Purchaser shall fail to so cooperate with the Company in
effecting such registration, this registration right shall lapse. Purchaser will
also be permitted to participate in any registrations by the Company in firm
commitment underwritings, pari passu with any other holders of piggy-back
registration rights without preference, to the extent and in the manner
permitted by the managing underwriter thereof.
Section 3.3 Covenants of the Company. The Company covenants and agrees
that:
(a) Corporate Existence. The Company will do or cause to be done all things
necessary to preserve and keep in full force and effect the Company's corporate
existence in accordance with the rights (charter and statutory), licenses and
franchises of the Company; provided, however, that the foregoing shall not
restrict any merger involving the Company, whether or not it is the surviving
corporation.
(b) Taxes. The Company shall pay prior to delinquency all taxes,
assessments and governmental levies that may be imposed upon the Company, except
as contested in good faith and by appropriate proceedings.
(c) Compliance with Laws. The Company shall comply in all respects with all
applicable laws, statutes and regulations of any Governmental Person, a
violation of which would have a material adverse effect on the financial
condition, operations, business, profits, prospects or properties of the Company
or the validity or enforceability of this Agreement or any other documents or
agreements contemplated hereby or thereby or any of the transactions
contemplated hereby or thereby.
(d) Payment of Expenses. In the event the transactions contemplated by this
Agreement are consummated, the Company shall promptly pay to Purchaser all
reasonable costs and out-of-pocket expenses of Purchaser, including without
limitation its reasonable attorneys' fees, incurred in connection with the
negotiation, preparation, execution and delivery of this Agreement and the
Preferred Stock and the Warrants, and defense or enforcement costs related
thereto.
(e) Transfers. The Company shall refuse to register any transfer of any of
the Securities not made in accordance with the provisions of Regulation S (Rule
901 through 905, and Preliminary Notes), pursuant to registration under the
Securities Act, or pursuant to an available exemption from registration.
(f) Prior Purchase Adjustment. In order to cause the effective purchase
price under the Prior Agreement to equal the purchase price per share of common
stock under Section 1.1 of this Agreement, the Company shall issue to Purchaser
an additional 42,857 shares of common stock of the Company and warrants to
purchase 42,857 shares of common stock of the Company. Warrants issued pursuant
to this Section 3.3(f) shall be issued on the terms and subject to the
conditions set forth in Section 1.1 hereof. Such shares and warrants shall be
delivered to Purchaser through the Escrow in the same manner as the Shares and
the Warrants.
5
Section 4 TAXES.
The Company will pay all taxes (including interest and penalties), other
than taxes imposed on the income of Purchaser, which may be payable in respect
of the execution and delivery of this Agreement or of the execution and delivery
(but not the subsequent transfer) of any of the Securities or of any amendment
of, or waiver or consent under or with respect to, this Agreement or of any of
the Securities and will save Purchaser and all subsequent holders of the
Securities harmless against any loss or liability resulting from nonpayment or
delay in payment of any such tax.
Section 5 MISCELLANEOUS.
Section 5.1 Regulation S; Private Placement; Legends. Purchaser
acknowledges and agrees that none of the Securities have been registered under
the Securities Act and none of the Securities may be offered or sold in the
United States or to or for the benefit of U.S. Persons (as defined in Regulation
S) unless the Securities are registered under the Securities Act, or an
exemption from such registration requirements is available. Each certificate
representing any Securities shall bear a legend in substantially the following
form:
The securities represented by this certificate are subject to a
Securities Purchase Agreement dated as of March 31, 1999, a copy of
which is on file at the principal office of the Company and will be
furnished to the holder on request to the Secretary of the Company.
In addition, unless counsel to the Company shall have advised the Company
that such legend is no longer needed, each certificate representing the
Securities shall bear legends in substantially the following forms:
The securities represented by this certificate have not been registered
pursuant to the Securities Act of 1933, as amended (the "Act"), or any
state securities law, and such securities may not be sold, transferred
or otherwise disposed of unless the same are registered and qualified
in accordance with the Act and any applicable state securities laws, or
in the opinion of counsel reasonably satisfactory to the Company such
registration and qualification are not required (including under
Regulation S) under the Act. Transfer of such securities is prohibited
except in accordance with the provisions of Regulation S under the Act
(Rule 901 through 905, and Preliminary Notes), pursuant to registration
under the Act, or pursuant to an available exemption from registration;
and hedging transactions involving such securities may not be conducted
unless in compliance with the Act.
Each distributor selling Securities to a distributor, a dealer (as defined
in section 2(a)(12) of the Securities Exchange Act of 1934, as amended) or a
person receiving a selling concession, fee or other remuneration, prior to one
year after the consummation of the transactions contemplated by this Agreement,
shall send a confirmation or other notice to the purchaser of the Securities
that the purchaser is subject to the same restrictions on offers and sales that
apply to a distributor under Regulation S.
Section 5.2 Indemnification. The Company agrees to indemnify, defend and
hold harmless Purchaser and its successors, assigns, heirs, subsidiaries,
affiliates and all of the officers, directors, employees, partners and agents
(including attorneys and accountants) of each of the aforementioned persons or
entities, and each of them, from and against any and all losses, claims,
damages, liabilities, expenses, demands, causes of action, suits, debts,
obligations, rights, promises, acts, agreements and damages of any kind or
nature whatsoever, whether at law or in equity, whether known or unknown,
foreseen or unforeseen, heretofore or hereafter arising out of, relating to,
connected with or incidental to the failure of any representation or warranty
made by the Company or in any other documents or agreements contemplated hereby
or the failure of the Company to comply in all material respects with the
covenants contained in this Agreement or in any other documents or agreements
contemplated hereby.
6
Section 5.3 Reliance on and Survival of Representations. All
representations, warranties, covenants and agreements of the Company herein
shall be deemed to be material and to have been relied upon by Purchaser and
shall survive the execution and delivery of this Agreement and of the
Securities.
Section 5.4 Successors and Assigns. This Agreement shall bind and inure to
the benefit of and be enforceable by the Company, Purchaser and each of their
respective successors and assigns. Purchaser shall be permitted to transfer the
Securities in accordance with their terms and the terms of this Agreement and in
accordance with applicable restrictions under applicable federal and state
securities laws.
Section 5.5 Notices. All notices and other communications provided for in
this Agreement shall be in writing and delivered by registered or certified
mail, postage prepaid, or delivered by overnight courier (for next business day
delivery) or telecopied, addressed as set forth on the signature page hereof, or
at such other address as any of the parties hereto may hereafter designate by
notice to the other parties given in accordance with this Section. Any such
notice or communication shall be deemed to have been duly given on the fifth day
after being so mailed, the next business day after delivery by overnight
courier, when received when transmitted by telecopy with confirmation of
transmission or upon receipt when delivered personally.
Section 5.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Signatures may be
exchanged by telecopy, with original signatures to follow. Each of the parties
hereto agrees that it will be bound by its own telecopied signature and that it
accepts the telecopied signatures of the other parties to this Agreement. The
original signature pages shall be forwarded to the Company or its counsel and
the Company or its counsel will provide all of the parties hereto with a copy of
the entire Agreement.
Section 5.7 Amendments. This Agreement may only be amended by a writing
duly executed by the parties hereto.
Section 5.8 Severability. If any term or provision of this Agreement or any
other document executed in connection herewith shall be determined to be illegal
or unenforceable, all other terms and provisions hereof and thereof shall
nevertheless remain effective and shall be enforced to the fullest extent
permitted by applicable law.
Section 5.9 Governing Law; Submission to Process. EXCEPT TO THE EXTENT THAT
THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY SELECTED IN A DOCUMENT, THIS
AGREEMENT AND ALL AMENDMENTS, SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO
OR THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY
HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE STATE OF CALIFORNIA AND AGREES AND CONSENTS
THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDINGS RELATING
HERETO BY ANY MEANS ALLOWED UNDER CALIFORNIA OR FEDERAL LAW. EACH PARTY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY SHALL
APPOINT AN AGENT FOR SERVICE OF PROCESS IN CALIFORNIA AND SHALL NOTIFY EACH
OTHER PARTY OF ANY FUTURE CHANGE THEREIN.
7
Section 5.10 Entire Agreement. This Agreement contains the entire Agreement
of the parties hereto with respect to the transactions contemplated hereby and
supersedes all previous oral and written, and all previous contemporaneous oral
negotiations, commitments and understandings.
Section 5.11 Further Assurances. Each party agrees promptly to execute and
deliver such documents and to take such other acts as are reasonably necessary
to effectuate the purposes of this Agreement.
Section 5.12 Headings. The headings contained herein are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
Section 5.13 Waiver of Jury Trial. EACH PARTY HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, THE SECURITIES OR ANY OTHER AGREEMENTS RELATING
TO THE SECURITIES OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS TRANSACTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT, THE SECURITIES OR ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE SECURITIES.
[Signature Page Follows]
8
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first set forth above.
PURCHASER:
---------------------------------
By:______________________________
Address for Notices:
THE COMPANY:
XXXXXXXXXXXXXXXXX.XXX, INC.
By:______________________________
Ramy El-Batrawi
President
Address for Notices:
XxxxxxxXxxxxxxxxx.xxx, Inc.
00000 Xxxxxxx Xxxx.
Xxxxxx Xxxx, XX 00000
Attn: Ramy El-Batrawi
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy of any notice to:
Nida & Xxxxxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SCHEDULE OF OMITTED SECURITIES PURCHASE AGREEMENTS
Securities Purchase Agreement by and between Codicom Technologies, Ltd. and
Registrant dated March 31, 1999.
Securities Purchase Agreement by and between Denmore Investments, Ltd. and
Registrant dated March 31, 1999.
