UNIT PURCHASE AGREEMENT
EXHIBIT 10.15
UNIT PURCHASE AGREEMENT, dated as of June 2, 2008, by and between Xxxx Xxxxxxxx, an individual
with an address at 000 Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (“Purchaser”) and Xxxxxx
Holdings, LLC, a Delaware limited liability company located at 000 Xxxx Xxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 (“Seller”).
W I T N E S S E T H:
WHEREAS, Purchaser desires to purchase from the Seller and the Seller desires to sell to
Purchaser an aggregate of 28,750 units (the “Units”), each unit consisting of one share of common
stock, par value $.0001 per share (the “Common Stock”) of Xxxxxx Acquisition Corp. (the “Company”)
and one warrant to purchase one share of Common Stock, subject to adjustment, provided, however, up
to 3,750 of such Units are subject to forfeiture (the “Forfeiture”) by the Purchaser if the
underwriters of the initial public offering of the Company do not fully exercise their
over-allotment option.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be
legally bound, the parties hereto agree as follows:
ARTICLE I
Purchase and Sale of Units
Section 1.1 Purchase and Sale of Units. Upon the terms and subject to the conditions of this
Agreement and on the basis of the representations, warranties and agreements contained herein, and
subject to the Forfeiture Seller hereby sells, assigns, transfers and conveys to the Purchaser the
Units and the Purchaser hereby purchases the Units from the Seller for a per Unit cash purchase
price of $.00869 (an aggregate cash purchase price of $250.00 (the “Purchase Price”)). Purchaser
shall pay the Purchase Price by check payable to the order of Seller.
ARTICLE II
Representations and Warranties Regarding the Seller
Seller hereby represents and warrants to the Purchaser and agrees with the Purchaser as
follows:
Section 2.1 Authorization. Seller has the power and authority to enter into this Agreement
and to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement
has been duly authorized, executed and delivered by Seller and constitutes the valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms.
Section 2.2 No Breach. The execution and delivery by the Seller of this Agreement, and the
sale of the Units and the fulfillment of and compliance with the respective terms hereof by the
Seller, do not and will not (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security
interest, charge or encumbrance upon Seller’s capital stock or assets, (iv) result in a violation
of, or (v) require any authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to the organizational documents and operating agreement of the Seller, or any material law,
statute, rule or regulation to which the Seller is subject, or any agreement, order, judgment or
decree to which the Seller is subject or by which its property is bound, except for any filings
required after the date hereof under federal or state securities laws.
Section 2.3 Ownership of the Units. Seller owns the Units beneficially and of record, free
and clear of any liens, claims or encumbrances of any kind (collectively, “Encumbrances”). Upon
the sale in accordance with, and payment pursuant to, the terms hereof, the Purchaser will receive
good title to the Units, free and clear of all Encumbrances, other than (a) transfer restrictions
hereunder and under the other agreements contemplated hereby, (b) transfer restrictions under
federal and state securities laws, and (c) Encumbrances imposed due to the actions of the
Purchaser, and the sale of the Units to the Purchaser is not subject to any preemptive rights or
rights of first refusal or other similar rights.
Section 2.4 Brokers. No Person is or will be entitled to a broker’s, finder’s, investment
banker’s, financial adviser’s or similar fee from it in connection with this Agreement or any of
the transactions contemplated hereby.
ARTICLE III
Representations, Warranties and Agreements Regarding the Purchaser
Purchaser hereby represents and warrants to the Seller and agrees with the Seller as follows:
Section 3.1 Power and Authorization. The Purchaser possesses all requisite power and
authority necessary to enter into this Agreement and to carry out the transactions contemplated by
this Agreement. This Agreement constitutes a valid and binding obligation of the Purchaser,
enforceable in accordance with its terms. The execution and delivery by the Purchaser of this
Agreement, and the purchase of the Units and the fulfillment of and compliance with the terms
hereof by the Purchaser, do not and will not conflict with or result in a breach of the terms,
conditions or provisions of, or constitute a default under any agreement, order, judgment or decree
to which the Purchaser is a party or is subject or by which its property is bound.
Section 3.2 Brokers. No person is or will be entitled to a broker’s, finder’s, investment
banker’s, financial adviser’s or similar fee from it in connection with this Agreement or any of
the transactions contemplated hereby.
Section 3.3 No Government Recommendation or Approval. The Purchaser understands that no
United States federal or state agency or similar agency of any other country, has passed upon or
made any recommendation or endorsement of the offering of the Units or the fairness or suitability
of the investment in the Units by the Purchaser nor have such authorities passed upon or endorsed
the merits of the private placement of the Units.
Section 3.4 Experience, Financial Capability and Suitability. The Purchaser is sufficiently
experienced in financial and business matters to be capable of evaluating the merits and risks of
this investment and to make an informed decision relating thereto. The Purchaser is aware his
investment in the Company is a speculative investment involving a high degree of risk that has
limited liquidity, because of the restrictions on resale of the Units and because there may never
be an established market for the Company’s securities, including the Units and the shares of Common
Stock and Warrants included in the Units and the shares of Common Stock issuable upon exercise of
the underlying Warrants. The Purchaser has the financial capability for making the investment and
the investment is a suitable one for the Purchaser. The Purchaser can, without impairing his
financial condition, hold the Units in the amount contemplated by this Agreement for an indefinite
period of time. Purchaser has adequate means of providing for its current financial needs and
contingencies and will have no current or anticipated future needs for liquidity which would be
jeopardized by the investment in the Units. The Purchaser can afford a complete loss of the
investment in the Units. The Purchaser acknowledges that the Company has urged the Purchaser to
seek independent advice from professional advisors relating to the suitability of an investment in
the Company and in connection with this Agreement, and that the Purchaser has sought and received
such independent professional advice with respect to such investment and this Agreement or, after
careful consideration, the Purchaser has determined not to seek and/or receive such independent
professional advice. Purchaser is purchasing the Securities (as defined below) for investment for
the Purchaser’s own account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”). The Purchaser understands that the Company is a blank check development stage
company recently formed for the purpose of consummating a Business Combination (as defined below)
and understands that there is no assurance as to the future performance of the Company or that the
Company may ever affect a Business Combination.
Section 3.5 Access to Information. Prior to the execution of this Agreement, the Purchaser
has had the opportunity to ask questions of and receive answers from representatives of the Company
concerning an investment in the Company, as well as the finances, operations, business and
prospects of the Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained in order to make an informed and knowledgeable decision to
acquire the Units. Prior to the execution of this Agreement, the Purchaser has been furnished with
all materials relating to the Company’s finances, operations, business and prospects of the Company
related to the offer and sale of the Units.
Section 3.6 Restricted Securities. Purchaser understands that the Units, including the shares
of Common Stock and Warrants included in the Units and the shares of Common Stock issuable upon
exercise of the underlying Warrants, have not been registered under the Securities Act or any state
securities law by reason of a specific exemption therefrom, and that the Seller is
relying on the truth and accuracy of, and the Purchaser’s compliance with, the representations
and warranties and agreements of the Purchaser set forth herein to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire the Units, including, but not
limited to, the bona fide nature of the Purchaser’s investment intent as expressed herein.
Purchaser represents that he is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act, and acknowledges the sale contemplated hereby is being made
in reliance on a private placement exemption to “accredited investors” within the meaning of
Section 501 (a) of Regulation D under the Securities Act or similar exemptions under state law;
and, accordingly, Purchaser acknowledges that such Units, the shares of Common Stock and Warrants
included in the Units, and the shares of Common Stock issuable upon exercise of the Warrants
(collectively, the “Securities”) will be “restricted securities” within the meaning of Rule
144(a)(3) under the Securities Act, and therefore Purchaser further acknowledges and understands
that the Securities must be held indefinitely and may not be offered, sold, transferred, pledged or
otherwise disposed of unless registered under the Securities Act and, if applicable, the securities
laws of any applicable state or other jurisdiction or in the absence of such registration upon
delivery to the Company of an opinion of counsel satisfactory to the Company that such registration
is not required and Purchaser understands the certificates representing the Securities will contain
a legend in respect of such restrictions. The Purchaser did not decide to enter into this
Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502 under the Securities Act.
Section 3.7 Restrictions on Transfer. Purchaser acknowledges and understands the Units are
being offered in a transaction not involving a public offering within the meaning of the Securities
Act and the Securities have not been registered under the Securities Act, and, if in the future the
Purchaser decides to offer, sell, transfer, pledge or otherwise dispose of the Securities, such
Securities may be offered, sold, transferred, pledged or otherwise disposed of only if registered
under the Securities Act and, if applicable, the securities laws of any applicable state or other
jurisdiction or pursuant to an exemption from such registration and upon delivery to the Company of
an opinion of counsel satisfactory to the Company that such registration is not required. Absent
registration or an available exemption from registration, the Purchaser agrees that it will not
resell or otherwise transfer the Securities.
Section 3.8 Rule 144. From time to time, Purchaser may be eligible to sell all or some of its
Securities by means of ordinary brokerage transactions in the open market pursuant to Rule 144,
promulgated under the Securities Act, subject to certain limitations. Purchaser understands and
acknowledges that pursuant to Rule 144, after satisfying a six month holding period: (i) affiliated
Purchasers may, under certain circumstances, sell within any three month period a number of
securities which does not exceed the greater of 1% of the then outstanding Securities of the same
class or the average weekly trading volume of the class during the four calendar weeks prior to the
filing of a Notice on Form 144 with respect to such sale and (ii) non-affiliated Purchasers may
sell without such limitations, provided the Company is current in its public reporting obligations.
Rule 144 also permits the sale of securities by non-affiliates that have satisfied a one year
holding period without any limitation or restriction. Purchaser further understands and
acknowledges that because the Company is a shell company, Purchaser may not sell the Securities
under Rule 144 unless the following conditions are met: (1) the Company has ceased to be a shell
company, (2) the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
(3) the Company has filed all reports and other materials required to be filed by Section 13 or
15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K
reports, and (4) one year has elapsed since the Company has filed current “Form 10 information”
with the Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that is
no longer a shell company.
Section 3.9 Pro-rata Forfeiture. Purchaser hereby acknowledges and agrees that up to 3,750 of
the Units are subject to forfeiture in the event that the underwriters’ over-allotment option is
not exercised, either partially or fully, as set forth in Article IV below herein.
Article IV
Forfeiture of Units; Escrow of Units; Wavier
Section 4.1 Failure to Consummate Business Combination. All of the Securities initially
shall be subject to forfeiture to the Company in accordance with this Section 4. The Units shall
be forfeited to the Company in the event the Company does not consummate a Business Combination, as
such term is defined in the Company’s registration statement on Form S-1 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect the
Company’s initial public offering (the “IPO”) of its securities, within 24 months (or 30 months in
the event the Company has entered into a definitive agreement with respect to a Business
Combination and the stockholders have approved an extension for the purpose of consummating a
Business Combination) from the date of the final prospectus for the IPO.
Section 4.2 Termination of Rights as Stockholder. If the Securities are forfeited in
accordance with this Section 4, then after such time the Purchaser (or successor in interest and
their transferees), shall no longer have any rights as a holder of such Securities, and the Company
shall take such action as is appropriate to cancel such Securities. In addition, the Purchaser
hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating
the foregoing.
Section 4.3 Escrow. Upon consummation of the IPO, the Purchaser, and his transferees, shall
enter into a securities escrow agreement (the “Escrow Agreement”) with Continental Stock Transfer &
Trust Company (the “Escrow Agent”), whereby the Securities (and any shares of Common Stock which
may be issued as a dividend as a result of any stock split) shall be held in escrow and will not be
released until the expiration of the period (as such period may be extended) as described in the
section entitled “Principal Stockholders” in the final prospectus for the IPO.
Section 4.4 Pro-rata Forfeiture. If the underwriters of the IPO fail to exercise any portion
or all of the over-allotment option granted to them prior to the expiration of such option, then
Purchaser shall automatically forfeit up to 3,750 Units (based upon the percentage of the
over-allotment option not exercised by the underwriters of the IPO), such that Purchaser and any
transferees of any of the Units purchased by Purchaser hereunder shall, in the aggregate,
beneficially own no greater than 0.20% of the total number of Units of the Company issued and
outstanding pursuant to the Securities Subscription Agreement dated February 7, 2008, between the
Company and the Seller and the Company’s IPO.
Section 4.5 Waiver of Liquidation Distributions; Conversion Rights. In connection with the
Units and other Securities purchased pursuant to this Agreement and any other Company securities
purchased on a private placement basis, the Purchaser hereby waives any and all right, title,
interest or claim of any kind in or to any distributions by the Company from the Trust Account, as
such term is defined in the Registration Statement, in the event of a liquidation of the Company
upon the Company’s failure to timely complete a Business Combination. For purposes of clarity, in
the event the Purchaser purchases shares of Common Stock in the IPO or in the aftermarket, any
additional shares so purchased shall be eligible to receive any liquidating distributions by the
Company. However, in no event will Purchaser have the right to redeem any shares of Common Stock,
regardless of how acquired, in connection with any stockholder vote to extend the period to
consummate a Business Combination or with respect to a Business Combination.
Article V
Restrictions on Transfer
Section 5.1 Securities Law Restrictions. In addition to the restrictions contained in the
Escrow Agreement and any insider letter, letter agreement or other similar agreement, Purchaser
agrees not to offer, sell, transfer, pledge or otherwise dispose of the Securities unless
registered under the Securities Act and, if applicable, the securities laws of any applicable state
or other jurisdiction or pursuant to an exemption from such registration and upon delivery to the
Company of an opinion of counsel satisfactory to the Company that such registration is not
required.
Section 5.2 Restrictive Legends. All certificates representing the Units, the Common Stock
and the Warrants shall have endorsed thereon legends substantially as follows or to substantially
the same effect:
“THE SECURITIES REPRESENTED HEREBY (INCLUDING THE UNDERLYING COMMON STOCK
AND WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE
UNDERLYING WARRANTS) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND, IF
APPLICABLE, THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER
JURISDICTION OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL
SATSIFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
“SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS CONTAINED IN A SECURITIES ESCROW AGREEMENT (THE “AGREEMENT”) AND
MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE AGREEMENT DURING THE
TERM OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT).”
Section 5.3 Additional Units or Substituted Securities. In the event of the declaration of a
stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a
spin-off, a stock split, an adjustment in exercise price or terms, a recapitalization or a similar
transaction affecting the Company’s outstanding capital stock without receipt of consideration, any
new, substituted or additional securities or other property which are by reason of such transaction
distributed with respect to any Securities or any other securities into which such Securities
thereby become convertible shall immediately be subject to this Agreement, the Escrow Agreement and
any insider letter, letter agreement or other similar agreement.
ARTICLE VI
Survival, Amendment and Waiver
Section 6.1 Survival. All representations and warranties made by the parties hereto in this
Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby,
shall survive the execution and delivery hereof and any investigations made by or on behalf of the
parties.
Section 6.2 Amendments. This Agreement (including the provisions of this Section 6.2) may
not be amended or modified except by an instrument in writing signed on behalf of all of the
parties affected by such amendment or modification.
Section 6.3 Extension; Waiver. The parties hereto may (i) extend the time for performance of
any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in
the representations and warranties of the other parties hereto contained herein or in any document
delivered pursuant hereto, and (iii) waive compliance with any of the agreements of the other
parties hereto or satisfaction of any of the conditions to such party’s obligations contained
herein. Any agreement on the part of a party hereto to any such extension
or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such
party. The failure of a party hereto to assert any of its rights hereunder shall not constitute a
waiver of such rights.
ARTICLE VII
Miscellaneous
Section 7.1 Notices. All notices, requests, consents and other communications hereunder shall
be in writing, shall be addressed to the receiving party’s address set forth on the first page of
this Agreement or to such other address as a party may designate by notice hereunder, and shall be
either (a) delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return
receipt requested, postage prepaid. All notices, requests, consents and other communications
hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above, (ii) if sent by
overnight courier, on the next business day following the day such notice is delivered to the
courier service, or (iii) if sent by certified mail, on the fifth (5th) business day
following the day such mailing is made.
Section 7.2 Expenses. Each of the parties hereto shall pay its own expenses incident to this
Agreement and the transactions contemplated herein.
Section 7.3 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the State of New York,
without reference to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world by the same methods as are
specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of
venue of any such suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.
Section 7.4 Further Assurances. Purchaser agrees to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.
Section 7.5 Counterparts. This Agreement may be executed in one or more counterparts, all of
which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission or by electronic mail delivery of a
”.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.
Section 7.6 Titles and Headings. The titles and headings in this Agreement are for reference
purposes only, and shall not in any way affect the meaning or interpretation of this Agreement.
Section 7.7 Entire Agreement. This Agreement constitutes the entire agreement among the
parties with respect to the matters covered hereby and thereby and supersedes all previous written,
oral or implied understandings among them with respect to such matters. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this
Agreement shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.
Section 7.8 Assignment. The rights and obligations under this Agreement may not be assigned
by either party hereto without the prior written consent of the other party.
Section 7.9 Benefit. All statements, representations, warranties, covenants and agreements
in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the
respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall
be construed to create any rights or obligations except among the parties hereto, and no person or
entity shall be regarded as a third-party beneficiary of this Agreement.
Section 7.10 Severability. In the event that any court of competent jurisdiction shall
determine that any provision, or any portion thereof, contained in this Agreement shall be
unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and as so limited shall remain in full
force and effect. In the event that such court shall deem any such provision, or portion thereof,
wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full
force and effect.
Section 7.11 No Waiver of Rights, Powers and Remedies. No failure or delay by a party
hereto in exercising any right, power or remedy under this Agreement, and no course of dealing
between the parties hereto, shall operate as a waiver of any such right, power or remedy of such
party. No single or partial exercise of any right, power or remedy under this Agreement by a party
hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy,
shall preclude such party from any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available remedies. No notice to or
demand on a party not expressly required under this Agreement shall entitle the party receiving
such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to any
other or further action in any circumstances without such notice or demand.
Section 7.12 No Broker or Finder. Each of the parties hereto represents and warrants to the
other that no broker, finder or other financial consultant has acted on their behalf in connection
with this Agreement or the transactions contemplated hereby in such a way as to create any
liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless
from any claim or demand for commission or other compensation by any broker, finder, financial
consultant or similar agent claiming to have been employed by or on behalf of such party and to
bear the cost of legal expenses incurred in defending against any such claim.
Section 7.13 Interpretation. Unless otherwise indicated to the contrary herein by the context
or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to
this Agreement as a whole and not to any particular Section or paragraph hereof; (ii) words
importing the masculine gender shall also include the feminine and neutral genders, and vice versa;
and (iii) words importing the singular shall also include the plural, and vice versa.
Section 7.14 No Strict Construction. Each of the parties hereto acknowledges that this
Agreement has been prepared jointly by the parties hereto, and shall not be strictly construed
against either party.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.
| SELLER: XXXXXX HOLDINGS, LLC |
||||
| By: | /s/ Xxxx X. XxXxxxxxxx | |||
| Name: | Xxxx X. XxXxxxxxxx | |||
| Title: | Co-Manager | |||
| PURCHASER: |
||||
| /s/ Xxxx Xxxxxxxx | ||||
| Xxxx Xxxxxxxx | ||||
