EXHIBIT 10.9
April 8, 1998
Xxxxxx X. Xxxxxxx ("Buyer") hereby agrees to purchase and Monroe, Inc., a
Delaware corporation (the "Company"), hereby agrees to issue and sell to Buyer,
Three Hundred (300) shares (the "Shares") of the common stock, par value $.01
per share, of the Company, for an aggregate purchase price of $1,500,000 (the
"Purchase Price"). The Purchase Price shall be paid by Buyer by delivery to the
Company of a promissory note of Buyer in the form attached hereto.
Buyer hereby represents and warrants to and agrees with the Company as
follows:
(a) Buyer is acquiring the Shares for investment, for his own account, not
as a nominee or agent, and Xxxxx has no present intention of selling
or otherwise distributing all or any of the Shares.
(b) Buyer acknowledges and understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on an exemption from registration under
the Securities Act.
(c) Buyer understands that the Shares may not be sold, transferred or
otherwise disposed of without registration under the Securities Act or
an exemption therefrom, and that in the absence of an effective
registration statement covering the Shares or an available exemption
from registration under the Securities Act, the Shares must be held
indefinitely. Xxxxx is aware that current information about the
Company is not now publicly available.
(d) Xxxxx acknowledges and understands that if any further transfer of the
Shares is to be made in reliance on an exemption under the Securities
Act, the Company may require an opinion of counsel satisfactory to it
that such transfer may be made pursuant to an exemption under the
Securities Act.
(e) Buyer acknowledges that, so long as appropriate, a legend similar to
the following may appear on the certificates representing the Shares:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933 and may not be sold or transferred
unless so registered or unless an exemption from registration is
available."
(x) Xxxxx (i) by reason of his business and financial experience, has such
knowledge, sophistication and experience in business and financial
matters as to be capable of evaluating the merits and risks of his
investment in the Shares, and (ii) believes his financial condition
and investments are such that he is able to bear the economic risk of
a complete loss of the Shares. Xxxxx represents and warrants that he
has had the opportunity to ask questions and to receive answers from
the Company concerning the financial condition, operations and
prospects
of the Company and the terms and conditions of Xxxxx's
investment, as well as the opportunity to obtain any additional
information necessary to verify the accuracy of information `
furnished in connection therewith that the Company possesses or can
acquire without unreasonable effort or expense.
(g) Buyer is an "accredited investor" within the meaning of Rule 501(a)
under the Securities Act.
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
XXXXXX, INC.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
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