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EXHIBIT 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT is made this 24th day of July, 1998 by and
between Xxxxx Xxx (the "Purchaser") and Salex Holding Corporation, a Delaware
corporation (the "Company").
1. PURCHASE AND SALE. Purchaser hereby agrees to purchase, and
Company hereby agrees to sell, 125,000 shares (the "Shares") of the Company's
Series D Convertible Preferred Stock, par value $.01 (the "Preferred Stock")
upon the terms set forth herein. The powers, rights and preferences of the
Preferred Stock are set forth on the Certificate of Designation attached hereto
as Exhibit A.
2. PAYMENT. The consideration for the purchase of the Shares is
as follows: a promissory note in the principal amount of $125,000 made by
Purchaser in favor of the Company in the form attached hereto as Exhibit A.
Purchaser shall deliver said promissory note at Closing (as herein defined).
3. PURCHASER'S RIGHTS IN SHARES. Purchaser shall be entitled to
all of the rights as a holder of the Shares, including, but not limited to, the
right to vote the Shares, as of the date of this Agreement.
4. REPRESENTATIONS OF PURCHASER. Purchaser hereby makes the
following representations, warranties and agreements and confirms that each of
the following is true and correct in all respects:
(a) Purchaser has been furnished with copies of the Company's
Form 10-KSB for the fiscal year ended April 30,1997 and Form 10-QSB for each of
the fiscal quarters ended July 31, 1997, October 31, 1997 and January 31, 1998.
(b) There has been made available to Purchaser the opportunity
to obtain additional information about the Company. Purchaser has had the
opportunity to ask questions of, and has received satisfactory answers from,
representatives of the Company concerning the Company and the Preferred Stock.
(c) Purchaser understands and acknowledges the Shares, and the
Company's Common Stock, par value $.01 (the "Common Stock"), into which the
Shares are convertible, have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), and applicable state securities laws
(collectively, the "Securities Laws"). The Shares are being
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offered and sold pursuant to exemptions from registration requirements under the
Securities Laws.
(d) Purchaser understands and acknowledges that no federal or
state agency has recommended or endorsed the purchase of the Shares.
(e) Purchaser is capable of evaluating the merits and risks of
an investment in the Shares by reason of Purchaser's own investment acumen and
business experience or Purchaser has retained a Purchaser Representative to
advise Purchaser with respect to his prospective investment and such Purchaser
Representative and Purchaser together, by virtue of their knowledge and
experience in business and financial matters, are capable of evaluating the
merits and risks of an investment in the Shares.
(f) Purchaser is acquiring the Shares solely for Purchaser's
own account, for investment, and not with a view to the distribution or resale
thereof.
(g) Purchaser is not acquiring the Shares as nominee, trustee,
agent or representative for any other person.
5. REPRESENTATIONS OF COMPANY.
(a) The Company is duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(b) Upon the execution of this Agreement, the Company shall
immediately cause to be filed with the Delaware Secretary of State the
Certificate of Designation attached hereto as Exhibit A.
(c) Upon execution and delivery by Purchaser of the promissory
note referred to in Section 2 above, the issuance of the Shares by the Company,
the Shares will be duly authorized, validly issued and fully paid and
nonassessable.
(d) The Common Stock into which the Shares are convertible
have been reserved for issuance and, upon conversion, and the issuance of the
shares of Common Stock by the Company, the shares of Common Stock will be duly
authorized, validly issued and fully paid and nonassessable.
6. ACCREDITED INVESTOR. Purchaser hereby represents and warrants
that she is an "accredited investor" as such term is defined in Rule 501 under
the Securities Act.
7. RESTRICTIONS ON TRANSFER. Purchaser recognizes that the Shares
have not been registered under the Securities Laws and
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are offered and sold in reliance upon an exemption from the registration
requirements of the Securities Act and exemptions available under applicable
state securities laws. The Shares may not be resold, transferred, pledged or
otherwise disposed of unless in a transaction registered under the Securities
Laws or pursuant to an opinion from Purchaser's counsel that there are
exemptions available under the Securities Laws. Any certificate or other
document evidencing the Shares will bear a legend stating that the Shares have
not been registered under the Securities Laws and referring to the foregoing
restrictions on their transferability and sale.
8. CLOSING. Closing shall occur simultaneously with the execution
of this Agreement. The Company shall promptly cause the Shares to be issued to
Purchaser.
9. BINDING AGREEMENT; SUCCESSORS AND ASSIGNS. The agreements and
representations herein set forth shall inure to and be binding upon Purchaser
and the Company and their respective successors, permitted assigns and legal
representatives.
10. NOTICES. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party to
whom notice is to be given, or on the fifth business day after mailing if mailed
to the party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed as follows:
If to Purchaser:
Xxxxx Xxx
000 Xxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, Xxx Xxxx 00000
If to the Company:
Salex Holding Corporation
00 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx
With a copy to:
Xxxxxx and Xxxxx
Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx X
Xxxxxxxxx Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxx X. Xxxxxx, Esq.
Any party may establish or change its address for purposes of this
Section by giving the other party written notice of the
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new address in the manner set forth above as he may desire upon reasonable
advance notice.
11. ENTIRE AGREEMENT, MODIFICATION AND WAIVER. This Agreement,
together with the exhibits hereto, constitutes the entire agreement among the
parties pertaining to the subject matter contained herein. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by the party against whom enforcement is sought. No waiver of any of the
provisions of this Agreement shall constitute, or shall be deemed to constitute,
a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making such waiver.
12. EFFECT OF HEADINGS. The subject headings of the sections and
subsections of this Agreement are included for purposes of convenience only and
shall not affect the construction or interpretation of any of the provisions
hereof.
13. FURTHER ASSURANCES. The parties hereto agree that, at any time
and from time to time, they will execute and deliver any and all further
instruments and take all further action that may be necessary or desirable in
order to carry out the purposes and provisions of this Agreement and the
transactions contemplated hereby.
14. COUNTERPARTS. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
15. MUTUAL CONTRIBUTION. This Agreement has been drafted on mutual
contribution of language, and is not to be construed against any party hereto as
being the drafter hereof or causing the same to be drafted.
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16. GOVERNING LAW. This Agreement shall be deemed to be made in
New York and shall be interpreted under the laws thereof applicable to contracts
to be performed wholly therein.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the corporate officers set forth below as of the date first above written.
PURCHASER:
XXXXX XXX
By: /s/ Xxxxx Xxx
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Xxxxx Xxx
COMPANY:
SALEX HOLDING CORPORATION
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Treasurer
Sworn to before me this
24th day of July, 1998.
/s/ Xxxxxxxx Xxxxxx
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