FORM OF COMMON STOCK PURCHASE AGREEMENT
Exhibit
10.1
AGREEMENT
entered
into as of the ____ day of September, 2007, by and between Wentworth
II, Inc. a Delaware corporation with an address at 000X Xxxxxxxxx Xxxxxxxxx,
Xxxxx 00, Xxxx Xxxxx, XX 00000 (the “Company”) and _______________,
an
individual with an address _____________________ (“Consultant”).
WHEREAS,
the Company desires to sell an aggregate of _______ shares (the “Shares”) of the
Company’s common stock, par value $.01 per share (the “Common Stock”) to
Consultant upon the terms and conditions hereof.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the Company and Consultant hereby agree as follows:
SECTION
1: SALE OF THE SHARES
1.1
Sale
of the Shares.
Subject
to the terms and conditions hereof, the Company will sell and deliver to the
Consultant, upon the execution and delivery hereof, the Shares in consideration
for services previously rendered to the Company by Consultant, where such
services are valued at $_____, or $0.50 per Share.
SECTION
2: CLOSING DATE; DELIVERY
2.1
Closing
Date.
The
closing of the sale of the Shares hereunder (the “Closing”) shall be held
immediately following the execution and delivery of this Agreement.
2.2
Delivery
at Closing.
At the
Closing, the Company will deliver to Consultant a stock certificate registered
in Consultant’s name, representing the number of Shares to be issued to
Consultant hereunder.
SECTION
3: REPRESENTATIONS AND WARRANTIES OF CONSULTANT
The
undersigned Consultant hereby represents and warrants to the Company as
follows:
3.1
Transfer
of Shares.
The
Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”) and cannot be sold or otherwise transferred without an
effective registration or an exemption therefrom, but may not be sold pursuant
to the exemptions provided by Section 4(1) of the Securities Act or Rule 144
under the Securities Act, in accordance with the letter from Xxxxxxx X. Xxxxx,
Chief
of
the Office of Small Business Policy of the Securities and Exchange Commission’s
(the “SEC”) Division of Corporation Finance,
to Xxx
Worm of NASD Regulation, Inc., dated January 21, 2000.
3.2
Investment
Purpose.
Consultant understands that no federal or state agency has made any finding
or
determination regarding the fairness of the Shares for investment, or any
recommendation or endorsement of an investment in the Shares. Consultant hereby
represents that he is purchasing the Shares for his own account, with the
intention of holding the Shares, with no present intention of dividing or
allowing others to participate in this investment or of reselling or otherwise
participating, directly or indirectly, in a distribution of the Shares, and
shall not make any sale, transfer, or pledge thereof without registration under
the Securities Act and any applicable securities laws of any state unless an
exemption from registration is available under those laws.
3.3
Experience.
Consultant has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of investment in the
Company and of making an informed investment decision. Consultant further
understands that his investment in the Shares is speculative, and he may not
receive any return on his investment.
3.4
Investment
Representation.
Consultant represents that he has adequate means of providing for his current
needs and has no need for liquidity in this investment in the Shares. Consultant
has no reason to anticipate any material change in his financial condition
for
the foreseeable future. Consultant is financially able to bear the economic
risk
of this investment, including the ability to hold the Shares indefinitely or
to
afford a complete loss of his investment in the Shares. Consultant represents
that his overall commitment to investments which are not readily marketable
is
not disproportionate to his net worth, and Consultant’s investment in the Shares
will not cause such overall commitment to become excessive.
3.5
No
Intent to Resell.
Consultant understands that the statutory basis on which the Shares are being
sold to Consultant would not be available if Consultant’s present intention were
to hold the Shares for a fixed period or until the occurrence of a certain
event. Consultant realizes that in the view of the SEC, a purchase now with
a
present intent to resell by reason of a foreseeable specific contingency or
any
anticipated change in the market value, or in the condition of the Company,
or
that of the industry in which the business of the Company is engaged or in
connection with a contemplated liquidation, or settlement of any loan obtained
by Consultant for the acquisition of the Shares, and for which such Shares
may
be pledged as security or as donations to religious or charitable institutions
for the purpose of securing a deduction on an income tax return, would, in
fact,
represent a purchase with an intent inconsistent with Consultant’s
representations and the SEC would then regard such sale as a sale for which
the
exemption from registration is not available.
3.6
Access
to Information; Opportunity to Ask Questions.
Consultant and Consultant’s own independent counsel, accountants, financial
advisers and tax advisers (collectively, the “Advisers”) have had access to the
offices, properties, books and records, financial and other data and information
concerning the Company’s affairs as they may reasonably request. Consultant has
had a full and fair opportunity to make inquiries about the terms and conditions
of this Agreement, to discuss the same and all related matters with his
Advisers. Consultant has been given the opportunity to ask questions of, and
receive answers from the Company concerning the terms and conditions of this
Agreement and to obtain such additional written information about the Company.
Notwithstanding the foregoing, Consultant has had the opportunity to conduct
his
own independent investigation. Consultant acknowledges that he has received
no
representations or warranties from the Company in making this investment
decision other than as expressly set forth herein.
3.7
Legends.
Consultant acknowledges that the certificate for the Shares which Consultant
will receive will contain the following legend substantially as
follows:
“THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES
AN
OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT IS AVAILABLE.”
SECTION
4: MISCELLANEOUS
4.1
Governing
Law.
This
Agreement shall be governed in all respects by the laws of the State of
Delaware, without regard to conflicts of laws principles
thereof.
4.2
Survival.
The
terms, conditions and agreements made herein shall survive the Closing.
4.3
Successors
and Assigns.
Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the
benefit of, and be binding upon, the successors, assigns, heirs, legatees,
executors and administrators of the parties hereto.
4.4
Entire
Agreement; Amendment; Waiver.
This
Agreement constitutes the entire and full understanding and agreement between
the parties with regard to the subject matter hereof. Neither this Agreement
nor
any term hereof may be amended, waived, discharged or terminated, except by
a
written instrument signed by all the parties hereto.
4.5
Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together, shall constitute one
instrument.
IN
WITNESS WHEREOF,
the
undersigned have hereunto set their hands as of the day and year first above
written.
|
WENTWORTH
II, INC.
|
||
|
By:
|
/s/
Xxxxx X. Xxxxxxx
|
|
|
Name:
|
Xxxxx
X. Xxxxxxx
|
|
|
Title:
|
President
|
|
|
CONSULTANT
|
||
|
/s/
Consultant
|
||
|
Consultant
|
||
