Exhibit 10.91
STOCK SUBSCRIPTION AGREEMENT
THIS STOCK SUBSCRIPTION AGREEMENT (this "Agreement") dated as of March
26, 2002 (the "Effective Date") is by and between XXXXXX X. XXXXX, 000 Xxxxxx
Xxxxx, Xxxxxxxxxxx, Xxxx 00000 ("Xxxxx") and CROWN NORTHCORP, INC., a Delaware
corporation with offices at 0000 Xxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 ("Crown").
BACKGROUND INFORMATION
A. From time to time from the date hereof through December 31, 2002,
Crown anticipates needing to receive up to $120,000 in cash to sustain business
operations (the "Liquidity Needs") as is further detailed on the pro forma
financial statements attached hereto and made a part hereof as Exhibit X.
X. Xxxxx wants to commit to meet the Liquidity Needs by means of the
stock subscription set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the adequacy,
sufficiency and receipt of which are hereby acknowledged, Xxxxx hereby agrees as
follows:
STATEMENT OF AGREEMENT
1. SUBSCRIPTION; DESIGNEES. Xxxxx hereby subscribes for up to twelve
(12) shares of Crown's Series II Convertible Preferred Stock, par value $.01 per
share (the "Series HH Preferred"). Attached hereto and made a part hereof as
Exhibit A is the Certificate of Designation for the Series II Preferred (the
"COD"). Xxxxx agrees to pay for the Series II Preferred the sum of $10,000 per
share in the manner specified in Section 2 below. Xxxxx, at his discretion, may
direct that particular shares of the Series HH Preferred so purchased be issued
either to him or one of his affiliates.
2. CFO CERTIFICATION; PAYMENT OF SUBSCRIPTION; STOCK PURCHASE
AGREEMENT. Xxxxx will pay for the shares of Series II Preferred as follows:
(a) CFO CERTIFICATION. From time to time from the Effective Date
through December 31, 2002, Crown may determine that it has Liquidity Needs. At
such times, the Chief Financial Officer ("CFO") of Crown will deliver to Xxxxx a
certification substantially in the form appearing on Exhibit B attached hereto
and made a part hereof (the "CFO Certification") describing the Liquidity Needs
in reasonable detail and
requesting cash from Xxxxx to meet those Liquidity Needs, which request will be
rounded upward to the nearest multiple of $10,000.
(b) PAYMENT. Within ten (10) days of receipt of a CFO Certification,
Xxxxx will pay or cause to be paid to Crown the amount set forth in the CFO
Certification.
(c) STOCK PURCHASE AGREEMENT. Concurrently with each payment pursuant
to Section 2(b) above, Crown and Xxxxx (or his designee) will execute and
deliver to each other a stock purchase agreement in the form appearing on
Exhibit C attached hereto and made a part hereof. If, for example, a particular
CFO Certification calls for a funding by Xxxxx of $20,000, then the
corresponding stock purchase agreement will provide for the issuance of two
shares of Series II Preferred in exchange for that amount of cash.
3. FILING OF COD. Crown will file the COD with the State of Delaware
concurrently with the first issuance of Series II Preferred pursuant to Section
2 hereof.
4. AMENDMENT; CANCELLATION. This Agreement, and the subscription and
COD evidenced hereby, may not be cancelled or amended in any way without the
express written consent of both Crown and Xxxxx.
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as
of the date first written above.
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XXXXXX X. XXXXX
The above subscription has been acknowledged and accepted and is
received and ordered filed as part of the records of Crown this 26th day of
March, 2002.
CROWN NORTHCORP, INC.
By:
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Name:
Title:
2
