EXHIBIT 10.22
LOEB HOLDING CORPORATION
00 Xxxxxxxx
Xxx Xxxx, XX 00000
March 1, 2000
Xxxxxx Xxxxx
00 Xxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Re: Your purchase of Xxxxxxxxx.xxx, inc. Common Stock
Held by Loeb Holding Corporation, as Agent
Dear Xx. Xxxxx
This letter will serve to confirm the terms of the agreement
between you and Loeb Holding Corporation ("Loeb", a New York Corporation), as
Agent, regarding your purchase from Loeb of 299,508 shares of the $.0001 par
value common stock (the "Shares") of xxxxxxxxx.xxx, inc. (the "Company,"
formerly known as "Genisys Reservation Systems, Inc.") for a purchase price of
$74,877, which you are paying by electronic transfer.
Xxxx represents and warrants to you that Xxxx holds the Shares
free and clear of any and all claims or encumbrances of every nature and that
this transaction and this letter agreement have been duly and validly authorized
by all required action on Xxxx'x part and is fully enforceable against Xxxx in
accordance with its terms. However, Xxxx is makes no representations or
warranties, whether oral or written, regarding the status, business or financing
of the Company at this time.
You represent and warrant to Xxxx the following:
(a) you have a net worth of at least $1,000,000 or more;
(b) you have been furnished by others with a copy of any and
all information concerning the Company, the Shares and any other matters which
you have requested and you understand the disclosure which has been provided to
you;
(c) you have relied solely on the disclosures which has been
provided to you by others regarding the business and prospects of the Company
and are not relying on any information from Loeb with regard to the Company, its
status, business or financing;
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(d) you have been given the opportunity to ask questions of
and receive answers from the Company concerning the terms and conditions of the
Shares and its status, business and financing and you have also been given the
opportunity to obtain such information as will be necessary to verify the
accuracy of the information which has been provided to you in order for you to
be able to evaluate the merits and risks of your purchase of the Shares;
(e) you have determined that the Shares is a suitable
investment for you in view of your anticipated financial needs and that can
absorb the loss of your investment at this time and for the foreseeable future
without affecting your lifestyle;
(f) you are capable of evaluating merits and risks of this
investment and that you have relied upon your own knowledge, experience and
understanding as well as that of your own legal, tax and economic advisors with
regard to the considerations involved in this investment by you.
(g) you will not sell or otherwise transfer the Shares without
registration under applicable federal and state laws or the availability of
appropriate exemptions from such registration and that you fully understand and
agree that you must bear the economic risk of investment in the Shares for an
indefinite period of time because it has not been registered under any federal
or state securities law and therefore cannot be resold, pledged, assigned or
otherwise disposed of unless they are subsequently registered or unless there is
available an exemption from such registration;
(h) you have separately made a non-refundable equity investment in the Company
of not less than $2,000,000 in cash or conversion of outstanding debt;
(i) you are acquiring your interest in the Shares for
investment purposes only and not for any distribution, subdivision or
fractionalization and that you have no plans, or agreements or arrangements with
any person to sell, transfer, pledge or otherwise dispose of the Shares other
than to the Company; and
(j) you have made all of the foregoing representations and
warranties knowing that Xxxx is relying upon them in executing this transaction
with you and that they shall survive your purchase of the Shares.
We mutually agree that this letter agreement incorporates our
entire understanding and may not be modified, waived, discharged, terminated or
amended except by a writing signed by the person against whom any such
modification, waiver, discharge or termination is being asserted.
If any notice or other communication is to be transmitted
between us, it shall be given by registered or certified mail, return receipt
requested, or delivered personally, or delivered by a confirmed fax transmission
from one to the other at the addresses set forth in this letter agreement.
This letter agreement will be binding upon and inure to the
benefit of each of us and our respective heirs, executors, administrators,
successors and assigns, it may be executed in any number of copies each of
which, shall, for all purposes, constitute that one agreement binding on each of
us, will be governed by and construed in accordance with the laws of the State
of New York and will not be transferable or assignable except upon our mutual
consent.
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If the foregoing confirms your understanding of the terms and
conditions of our agreement, please so indicate by signing the enclosed copy of
this letter agreement and returning it to Xxxx immediately.
Very truly yours,
Loeb Holding Corporation, As Agent
By: /s/ Xxxxxx Xxxxxxxxx, Authorized Officer
ACCEPTED AND AGREED:
/s/ Xxxxxx Xxxxx
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