EXHIBIT 10.54
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Stock Purchase Agreement and Annex Thereto
Xxxxxxxxx.xxx, Inc.
0000 Xxxxxxxxx Xxxxxx Xx. Xxxxx 000
Xxxxxxxxx, XX 00000
Ladies & Gentlemen:
The undersigned, Xxxxxxxxx Properties, Ltd. (the "Investor"),
hereby confirms its agreement with you as follows:
1. This Stock Purchase Agreement (the "Agreement") is made as of September 29 ,
2000 between Xxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company"), and
the Investor.
2. The Company has authorized the sale and issuance of up to 80,000 shares (the
"Shares") of Series A Preferred Stock of the Company, $.001 par value per share
(the "Shares"), each Share convertible over a three year period ending September
30, 2003, into ten shares of Xxxxxxxxx.xxx, Inc. Common Stock (the "Common
Stock"), earning 6% cumulative per annum, payable in cash or common stock at the
discretion of the Company, subject to adjustment by the Company's Board of
Directors, to certain investors in a private placement (the "Offering"). At the
end of the three-year term of the Series A, at the sole discretion of the
Company, the Company will either call the Series A for redemption or extend the
Series A for another one-year term. This provision may be repeated at the end of
each anniversary date of the Series A thereafter, until such time that the
Series A is converted or redeemed. However, after the original three-year term,
the Company may call the Series A for redemption at any time, given thirty day
written notice to the Investor.
3. The Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor 6,000 Shares, for a
purchase price of $25.00 per share, or an aggregate purchase price of $150,000,
pursuant to the Terms and Conditions for Purchase of Shares attached hereto as
Annex I and incorporated herein by reference as if fully set forth herein.
Unless otherwise requested by the Investor, certificates representing the Shares
purchased by the Investor will be issued in the Investor's name and address as
set forth below. Upon desired conversion, Investor will provide Company with
"Notice of Conversion" (Exhibit G of Private Placement Memorandum) in order to
initiate issuance of Common Stock.
4. The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship currently or within the past
three years with the Company or its affiliates, (b) neither it, nor any group of
which it is a member or to
which it is related, beneficially owns (including the right to acquire or vote)
any securities of the Company and (c) it has no direct or indirect affiliation
or association with any NASD member. Exceptions:
NONE
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(If no exceptions, write "none." If left blank, response will be deemed to be
"none.")
Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.
Xxxxxxxxx Properties, Ltd.
"INVESTOR"
By: /s/ Xxxx Xxxxxxxxx, General Partner
Print Name: Xxxx Xxxxxxxxx
Title: General Partner
Address: XX Xxx 00000
Xxxxxxx, Xx 00000
Tax ID No.: _________________________________
Contact name: Xxxx Xxxxxxxxx
Telephone: __________________________________
Name in which shares should be
registered (if different): __________________
AGREED AND ACCEPTED:
Xxxxxxxxx.xxx, Inc.
By: /s/ Xxxxxxx Xxxxxx
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Title: CEO & President
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Date: 9/29/00
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