EXHIBIT 10.64
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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, Dodge Xxxxx Foundation (the "Investor"), hereby confirms its
agreement with you as follows:
1. This Stock Purchase Agreement (the "Agreement") is made as of December 21,
2001 between Xxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company"), and
the Investor.
3. The Company has authorized the sale and issuance of up to 100,000 shares (the
"Shares") of Series B Preferred Stock of the Company, $.001 par value per share
(the "Shares"), each Share convertible over a three year period, 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 B, at the sole discretion of the Company, the Company will either
call the Series B for redemption or extend the Series B for another one-year
term. This provision may be repeated at the end of each anniversary date of the
Series B thereafter, until such time that the Series B is converted or redeemed.
However, after the original three-year term, the Company may call the Series B
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 25,000 Shares, for a
purchase price of $10.00 per share, or an aggregate purchase price of $250,000 ,
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:
Series A Preferred Shareholder
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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.
Dodge Xxxxx Foundation
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"INVESTOR"
By: /s/Xxxxxx Xxxxx Canon
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Print Name: Xxxxxx Xxxxx Canon
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Title: Exec. Vice President
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Address: XX XXX 000
Xxxxxxx, XX 00000
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Tax ID No.:
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Contact name: Xxx Canon
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Telephone:
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Name in which shares should be
registered (if different):
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AGREED AND ACCEPTED:
Xxxxxxxxx.xxx, Inc.
By: /s/ Xxxxx Xxxxxxxxxxxx
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Title: CEO & President
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Date: December 31, 2001
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