EXHIBIT 2.3
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT, dated as of _________, 2000 is entered into
by and between Xx. Xxxxxxx Xxxx ( the "Seller"), and each individual and or
entity named on a signature page hereto (each, a "Buyer") (each agreement with a
Buyer being deemed a separate and independent agreement between the Seller and
such Buyer, except that each Buyer acknowledges and consents to the rights
granted to each other Buyer under such agreement and the Transaction Agreements,
as defined below, referred to therein).
W I T N E S E T H:
WHEREAS, the Seller wishes to sell certain shares of XXXX RESOURSES
CORPORATION (the "Company") common stock to the Buyer, and
WHEREAS, the Buyer wishes to purchase from the Seller and the Seller desires to
sell to the Buyer, upon the terms and subject to the conditions of this
Agreement, 2,000,000 pre-split shares of the Common Stock of the Company, par
value $.10 per share (the "Common Stock"), for an aggregate purchase price of
$180,000, and:
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. AGREEMENT TO PURCHASE; PURCHASE PRICE.
a. Purchase Price; (i) The undersigned hereby agrees to purchase from
the Seller and the Seller hereby agrees to sell to the Buyer for an aggregate
purchase price of $180,000 (the "Purchase Price"),
b. Form of Payment; Delivery of Certificates.
(i) The Buyer shall pay the Purchase Price for the relevant Common
Stock by wiring $180,000 U.S. dollars into the Attorney Client Trust Account of
Xxxxxxx, Xxxxx & Xxxxxxxxx.
(ii) The Seller shall issue and deliver duly endorsed certificates for
relevant shares of Common Stock
The Common Stock Certificates shall be delivered to -
Xxxx Xxxxxxxxx
Attorney at Law
00000 Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
The shares of Common Stock will be allocated as follows:
Name Number of Shares Amount Each to Pay
Xxxxxx Xxxxx 666,667 $60,000
Xxxxxxx Xxxxxx 666,666 $60,000
Xxxxx Benz 666,666 $60,000
(iii) Upon receipt of both the Purchase Price and the Common Stock
certificates by the respective attorneys, the exchange will be executed.
c. Method of Payment. Payment into Trust Account of the Purchase Price
shall be made by wire transfer of funds to:
The Attorney Trust Account to be supplied by the Company's attorney:
Xx. Xxxxxx X. Xxxxxxx
Xxxxxxx. Xxxxx & Xxxxxxxxx
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
South Trust Bank, N.A
0000 Xxxxxxx 0 Xxxxx
Xxxxxxx, Xxxxx 00000
ABA# 062 000 080
Beneficiary: Xxxxxx X. Xxxxxxx, P.C. Trust Account
Account # 0000000
2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION.
The Buyer represents and warrants to, and covenants and agrees with, the
Seller as follows:
a. The Buyer is (i) an "accredited investor" as that term is defined in
Rule 501 of the General Rules and Regulations under the 1933 Act by reason of
Rule 501(a)(3), (ii) experienced in making investments of the kind described in
this Agreement and the related documents, (iii) able, by reason of the business
and financial experience of its officers (if an entity) and professional
advisors (who are not affiliated with or compensated in any way by the Company
or any of its affiliates or selling agents), to protect its own interests in
connection with the transactions described in this Agreement, and the related
documents, and (iv) able to afford the entire loss of its investment in the
Common Stock.
b. The Buyer understands that its investment in the Common Stock
involves a high degree of risk.
c. The Buyer understands that no United States federal or state agency
or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Common Stock.
d. This Agreement has been duly and validly authorized, executed and
delivered on behalf of the Buyer and is a valid and binding agreement of the
Buyer enforceable in accordance with its terms, subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights generally.
3. SELLER REPRESENTATIONS, ETC.
The Seller represents and warrants to the Buyer that:
a. Concerning the Common Stock. That he is the sole owner of the
Common Stock and has the authority to assign the Common Stock to the Buyers.
6. CONDITIONS TO THE SELLER'S OBLIGATION TO SELL.
The Buyer understands that the Seller's obligation to sell the Common Stock
to the Buyer pursuant to this Agreement is conditioned upon:
a. The execution and delivery of this Agreement by the Buyer;
b. Delivery by the Buyer to the specified Attorney Trust Account of
good funds in the amount of $180,000;
7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
The Seller understands that the Buyer's obligation to purchase the Common
Stock is conditioned upon:
a. The execution and delivery of this Agreement by the Seller;
b. Delivery by the Seller of the relevant Certificates in accordance
with this Agreement;
8. GOVERNING LAW: MISCELLANEOUS.
a. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California for contracts to be wholly performed in
such state and without giving effect to the principles thereof regarding the
conflict of laws. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the City of Los Angeles or
the state courts of the State of California sitting in the City of Los Angeles
in connection with any dispute arising under this Agreement and hereby waives,
to the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions. To the extent determined by such court, the Seller shall
reimburse the Buyer for any reasonable legal fees and disbursements incurred by
the Buyer in enforcement of or protection of any of its rights under this
Agreement.
b. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
c. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.
d. All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.
e. A facsimile transmission of this signed Agreement shall be legal and
binding on all parties hereto.
f. This Agreement may be signed in one or more counterparts, each of
which shall be deemed an original.
g. The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.
h. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.
i. This Agreement may be amended only by an instrument in writing
signed by the party to be charged with enforcement thereof.
j. This Agreement supersedes all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof.
9. NOTICES. Any notice required or permitted hereunder shall be given
in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of
(a) the date delivered, if delivered by personal delivery as against
written receipt therefor or by confirmed facsimile transmission,
(b) the seventh business day after deposit, postage prepaid, in the United
States Postal Service by registered or certified mail, or
(c) the third business day after mailing by international express courier,
with delivery costs and fees prepaid,
in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by
ten (10) days' advance written notice similarly given to each of the other
parties hereto):
Seller: Xx. Xxxxxxx Xxxx
____________________________
____________________________
____________________________
BUYER: At the address set forth on the signature page of this
Agreement.
With a copy to:
Xxxx Xxxxxxxxx
Attorney At Law
00000 Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer or one of
its officers thereunto duly authorized as of the date set forth below.
SIGNATURES FOR ENTITIES
IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are
true and correct and that it has caused this Securities Purchase Agreement to be
duly executed as of the date first above written.
BUYER:
PURCHASE PRICE OF COMMON STOCK: $ __________________________
________________________________ _________________________________________
Address Printed Name of Purchaser
________________________________
By: ___________________________________
Telecopier No. _________________ (Signature of Authorized Person)
_____________________________________
Printed Name and Title
As of the date first above written, the undersigned hereby accepts this
Agreement and represents that the foregoing statements are true and correct and
that it has caused this Securities Purchase Agreement to be duly executed on its
behalf.
XX. XXXXXXX XXXX
_________________
