EXHIBIT 10.18
AMENDED AND RESTATED
STOCK SUBSCRIPTION AGREEMENT
This Amended and Restated Stock Subscription Agreement (the
"Agreement"), which shall be effective as of October 1, 1999, is by and between
X10 Ltd., a Bermuda corporation ("X10 Ltd.") and X00.xxx, Inc., d/b/a X10
Wireless Technology, Inc., a Delaware corporation (the "Company"), and amends,
restates and supersedes in its entirety that certain Stock Subscription
Agreement (the "Original Agreement") dated as of October 1, 1999, originally
executed by X10 Ltd. and the Company.
Whereas, the Original Agreement did not directly describe or correctly
reflect the number of shares of the Company's common stock for which X10 Ltd.
subscribed or the consideration paid by X10 Ltd. for such shares; and
Whereas, the parties desire to confirm and ratify X10 Ltd.'s
subscription for shares of the Company's common stock and to memorialize the
correct understanding of the parties as to the number of shares and
consideration therefor.
Now, therefore, the parties agree as follows:
X10 Ltd. hereby confirms it subscription for 10,000,000 shares of
common stock (the "Shares") of the Company. The Shares were issued (a) in full
payment of all amounts outstanding under that certain Promissory Note, dated
October 1, 1999, in the amount of $1,024,300 that was originally issued by the
Company to X-10 (USA) Inc. and assigned to X10 Ltd. on October 1, 1999, and (b)
in consideration of X10 Ltd.'s execution and delivery of (i) that certain
Amended and Restated License Agreement attached hereto as Exhibit A, (ii) that
certain Amended and Restated Product Supply Agreement attached hereto as Exhibit
B, and (iii) that certain Amended and Restated Xxxx of Sale and Assignment
Agreement attached as Exhibit C. X10 Ltd. agrees to xxxx as cancelled and
return to the Company the original Promissory Note upon execution of this
Agreement. Nothing herein shall be construed to constitute a new or additional
subscription for shares of the Company's common stock.
X10 Ltd. understands that the Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"). X10 Ltd. also understands
that the Shares are being offered and sold pursuant to an exemption from
registration contained in the Act based in part upon X10 Ltd.'s representations
contained herein. X10 Ltd. hereby represents and warrants that (i) it is
acquiring the Shares for its own account for investment only, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof,
and has no present intention of selling, granting any participation in, or
otherwise distributing the same; (ii) it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the investment in the Company and has the capacity to protect its own
interest in connection with its acquisition of the Shares; (iii) it understands
that it must bear the economic risk of this investment indefinitely unless the
Shares are registered pursuant to the Act, or an exemption from registration is
available; and (iv) it is an accredited investor within the meaning of
Regulation D under the Act. X10 Ltd. further understands that the Shares may
not be sold, transferred, or otherwise disposed of without registration under
the Act or an exemption
1.
therefrom, and that in the absence of an effective registration statement
covering the Shares or an available exemption from registration under the Act,
the Shares must be held indefinitely.
X10 Ltd. acknowledges that its Share certificate shall bear a legend
substantially in the for of the following:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO REGISTRATION UNDER
THE SECURITIES ACT OR UPON THE COMPANY'S RECEIPT OF AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.
2.
Dated effective as of the 1/st/ day of October, 1999.
X10 Ltd., a Bermuda Corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxx, its President
ACCEPTED BY X00.xxx, Inc.
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Xxxx Xxxxxxxx, CFO
3.
Exhibit A
Amended and Restated License Agreement
1.
Exhibit B
Amended and Restated Product Supply Agreement
1.
Exhibit C
Amended and Restated Xxxx of Sale and Assignment Agreement
2.
