Exhibit 10.19
December 23, 1999
Xxxx-Xxxxx.xxx, Inc.
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Re: Stock Purchase Agreement
Gentlemen:
The following sets forth the terms and conditions of a purchase of common
stock, $0.001 par value per share (the "Common Stock"), and options to purchase
additional Common Stock of Xxxx-Xxxxx.xxx, Inc. (the "Company") by Powers &
Company ("Powers"), Xxxxxx Xxxxxxxx ("Xxxxxxxx"), and Xxxx Dinozzio ("Dinozzio"
and, together with Powers and Xxxxxxxx, the "Purchasers").
1. Purchase. (a) Powers agrees to purchase two hundred thousand (200,000)
shares of Common Stock, and an option to acquire one hundred thousand (100,000)
additional shares of Common Stock at an exercise price of two dollars and fifty
cents ($2.50) per share, exercisable for five years (the "Powers Option"), for a
total purchase price of two hundred fifty thousand dollars ($250,000), (b)
Xxxxxxxx agrees to purchase one hundred thousand (100,000) shares of Common
Stock, and an option to acquire fifty thousand (50,000) additional shares of
Common Stock at an exercise price of two dollars and fifty cents ($2.50) per
share, exercisable for five years (the "Xxxxxxxx Option"), for a total purchase
price of one hundred twenty-five thousand dollars ($125,000), and (c) Dinozzio
agrees to purchase one hundred thousand (100,000) shares of Common Stock, and an
option to acquire fifty thousand (50,000) additional shares of Common Stock at
an exercise price of two dollars and fifty cents ($2.50) per share, exercisable
for five years (the "Dinozzio Option" and, together with the Xxxxxxxx Option and
the Powers Option, the "Options"), for a total purchase price of one hundred
twenty-five thousand dollars ($125,000). The terms and provisions of the Powers
Option, the Xxxxxxxx Option and the Dinozzio Option are set forth in Exhibits A,
B and C, respectively, annexed hereto.
2. Stock Certificates; Payment. On the date hereof, (a) the Company has
authorized the Company's transfer Agent to deliver to the Purchasers one or more
stock certificates for the Common Stock purchased by them, issued in their names
or in such name(s) as may be designated by them, (b) the Company has delivered
to the Purchasers the executed Options, and (c) each Purchaser has delivered to
the Company a bank or certified check in the amount of the purchase price to be
paid by him, as set forth in Section 1 above.
3. Representations and Warranties of the Company. These representations
and warranties shall survive for twelve (12) months following the date hereof.
In consideration of the purchase and sale described above and the remaining
terms hereof, the Company represents and warrants to its knowledge that as of
the date hereof:
(a) Stock Ownership. Upon issuance to the Purchasers, the Common
Stock purchased hereunder (including the Common Stock underlying the Options)
will be duly authorized and validly issued, fully paid and non-assessable. The
Options will be enforceable in accordance with their respective terms.
(b) Title. Following consummation of the transactions described
above, the Company warrants title to the Common Stock and the Options purchased
hereunder, and covenants and agrees at its expense to defend each Purchaser's
right, title and ownership of the Common Stock purchased hereunder (whether
issued on the date hereof or upon exercise of an Option) against the claims and
demands of all persons whomsoever.
(c) Company's Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has all necessary powers to carry on its business as now operated
by it.
(d) Authorization to Convey Stock. (i) The Company has full power
and authority to enter into this Agreement and the Options, and the Company has
full power and authority to sell, convey, assign and transfer the Common Stock
and the Options purchased hereunder to the Purchasers and otherwise consummate
the transaction contemplated by this Agreement; (ii) this Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with
its terms; (iii) neither the execution and delivery of this Agreement and the
Options, nor the consummation of the transaction contemplated herein in the
manner herein provided, will violate any agreement to which the Company is a
party or by which the Company is bound, or any law, order, decree or judgment
applicable to the Company; and (iv) no authorization, approval or consent of any
third party is required for the lawful execution, delivery and performance of
this Agreement and the Options by the Company.
4. Representations and Warranties of the Purchasers. In consideration of
the purchase and sale described above and the remaining terms hereof, each
Purchaser has executed and delivered to the Company an Investor's Representation
Letter in the form attached hereto as Exhibit D, pursuant to which he makes
certain representations and warranties to the Company as of the date hereof.
5. Modification, Discharge, Termination. Neither this Agreement nor any
provisions hereof shall be modified, discharged, or terminated except by an
instrument in writing signed by the party against whom any waiver, change,
discharge, or termination is sought.
6. Notices. Any notice, demand, or other communication that any party
hereto may be required, or may elect, to give to any other party hereunder shall
be sufficiently given if (a) deposited, postage prepaid, registered or
certified, return receipt requested, addressed to such address as may be given
herein; or (b) delivered personally or via nationally recognized overnight
courier at such address.
7. Successors and Assigns. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the parties' benefit and the
benefit of the parties' successors, legal representatives, and assigns.
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8. Entire Agreement. This Agreement and the Exhibits hereto contains the
entire agreement of the parties, and there are no representations, covenants, or
other agreements except as stated or referred to herein.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, both substantive and
remedial.
10. Severability. If any provision of this Agreement shall be held to be
void or unenforceable under the laws of any place governing its construction or
enforcement, this Agreement shall not be voidable as a result thereof, but shall
be construed to be otherwise in force with the same effect as though such
provisions were omitted.
11. Section Headings. The section headings contained herein are for
reference purpose only and shall not in any way affect the meaning or
interpretation of this Agreement.
If the foregoing accurately reflects our agreement, please so indicate in
the appropriate space below.
XXXX-XXXXX.XXX, INC. POWERS & CO.
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx
Its: Chairman/CEO Its: Owner/Sole Proprietor
Address: Address:
000 Xxxxxxxx, Xxxxx 0000 00 Xxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx, Xxx Xxxxxx 00000
/s/ Xxxxxx Xxxxxxxx /s/ Xxxx Dinozzio
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XXXXXX XXXXXXXX XXXX DINOZZIO
Address: Address:
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