PURCHASER AGREEMENT
WHEREAS, on July 3, 2000, Xxxxxxxxxxx.xxx, Inc., a Delaware corporation
(successor in interest by merger to Xxxxxxxxxxx.xxx, Inc., a Florida
corporation) (the "Issuer"), issued to Libra Finance S.A., a corporation
incorporated under the laws of the British Virgin Islands (the "Security
Holder"), common stock purchase warrant No. 5 to purchase up to 500,000 shares
of the Issuer's $.001 par value common stock (the "Common Stock") at an exercise
price of $.65 per common share, and common stock purchase warrant No. 10 to
purchase up to 750,000 shares of Common Stock at an exercise price of $.75 per
common share (each of foregoing warrants, together, the "Subscription Agreement
Warrants");
WHEREAS, on July 3, 2000, the Issuer issued to the Security Holder
common stock purchase warrant No. 11 to purchase up to 4,000,000 shares of
Common Stock at an exercise price of $1.00 per common share, and common stock
purchase warrant No. 12 to purchase up to 2,000,000 shares of Common Stock at an
exercise price of $1.25 per common share (each of the foregoing warrants,
together, the "Equity Line Warrants");
WHEREAS, on November 2, 2000, the Issuer signed a Warrant Modification
Agreement, pursuant to which, according to the terms thereof, the Issuer agreed
to reduce the exercise price of each of the Subscription Agreement Warrants to
$.50 per common share;
WHEREAS, on November 2, 2000, the Issuer signed a Warrant Modification
Agreement (Equity Line), pursuant to which, according to the terms thereof, the
Issuer agreed to reduce the exercise price of each of the Equity Line Warrants
to $.50 per common share;
WHEREAS, on November 2, 2000, the Issuer will issue to the Security
Holder common stock purchase warrant No. 13 to purchase up to 2,500,000 shares
of Common Stock at an exercise price of $.29 per common share (the "First Put
Warrant").
It is therefore agreed by the Security Holder as follows, and the
Security Holder hereby makes, as of July 3, 2000 and as of the date hereof, the
following representations and warranties to the Issuer:
(a) INFORMATION ON ISSUER. The Security Holder has been
furnished with the Issuer's unaudited financial statements (without usual
financial statements footnotes) for the period ended May 31, 2000. In addition,
the Security Holder has received from the Issuer such other information
concerning its operations, financial condition and other matters as the Security
Holder has requested (including information contained in the Disclosure Schedule
appended to the Subscription Agreement, dated as of July 3, 2000, among the
Issuer and the subscribers a party thereto (the "Subscription Agreement")), and
considered all factors the Security Holder deems material in deciding on the
advisability of investing in the Subscription Agreement Warrants, the Equity
Line Warrants and the First Put Warrant (collectively, the "Securities").
(b) INFORMATION ON SECURITY HOLDER. The Security Holder is
an "accredited investor", as such term is defined in Regulation D promulgated by
the Commission under the Securities Act of 1933, as amended, is experienced in
investments and business matters, has made investments of a speculative nature
and has purchased securities of United States publicly-owned companies in
private placements in the past and, with its representatives, has such knowledge
and experience in financial, tax and other business matters as to enable the
Security Holder to utilize the information made available by the Issuer to
evaluate the merits and risks of and to make an informed investment decision
with respect to the existing and/or proposed purchase, which represents a
speculative investment. The Security Holder has the authority and is duly and
legally qualified to purchase and own the Securities. The Security Holder is
able to bear the risk of such investment for an indefinite period and to afford
a complete loss thereof.
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(c) PURCHASE OF SECURITIES. On July 3, 2000, the Security
Holder purchased the Subscription Agreement Warrants and the Equity Line
Warrants for its own account and not with a view to any distribution thereof. On
the Put Closing Date (as defined in the Subscription Agreement), the Security
Holder will purchase the First Put Warrant for its own account and not with a
view to any distribution thereof.
(d) COMPLIANCE WITH SECURITIES ACT. The Security Holder
understands and agrees that the Securities have not been registered under the
Securities Act of 1933, as amended (the "1933 Act") by reason of their issuance
in a transaction that does not require registration under the 1933 Act, and that
such Securities must be held unless a subsequent disposition is registered under
the 1933 Act or is exempt from such registration.
(e) LEGEND. The shares of Common Stock issuable upon the
exercise of the Securities, shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
XXXXXXXXXXX.XXX, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."
(f) SECURITIES LEGEND. The Securities shall bear the
following legend:
"THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO XXXXXXXXXXX.XXX, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."
(g) COMMUNICATION OF OFFER. The offer to sell the Securities
was directly communicated to the Security Holder. At no time was the Security
Holder presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising or solicited or invited to attend a promotional meeting otherwise
than in connection and concurrently with such communicated offer.
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(h) CORRECTNESS OF REPRESENTATIONS. The Security Holder
represents that the foregoing representations and warranties are true and
correct as of July 3, 2000 and as of the date hereof and, unless the Security
Holder otherwise notifies the Issuer prior to the Put Closing Date, shall be
true and correct as of the Put Closing Date. The foregoing representations and
warranties shall survive the Put Closing Date.
Dated: New York, New York
November 2, 2000
LIBRA FINANCE S.A.
By:/s/ Illegible
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Name:
Title:
