Contract
EXHIBIT
10.11
PRIVATE
PLACEMENT PURCHASE AGREEMENT dated February 2, 2004 by and among COLONIAL
COMMERCIAL
CORP., a New York corporation (the "Company"), and the persons who are signing
counterparts of this
Agreement as "Investors."
Preliminary
Statement
1.
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Purchase
of Shares.
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(a)
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Each
Investor hereby purchases the number of shares (the "Shares") of
Company
Common Stock that is set
forth opposite his name below. The purchase price is $0.60 per share,
and
is payable in cash immediately.
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(b)
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The
Company will cause stock certificates for the Shares to be issued
to
Investors promptly.
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2.
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No
representations or warranties by the
Company.
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(a)
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Neither
the Company nor any officer or director of the Company is making
any
representation or warranty
to Investors regarding any matter or
thing.
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(b)
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Investors
are proceeding in this transaction based solely on such investigations
and
with such legal, accounting
tax and other assistance as they have deemed
appropriate.
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(c)
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An
investment in the Shares entails substantial
risks.
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3.
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Representations
by Investors
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(a)
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Each
Investor is an officer or director of the Company or otherwise has
a close
relationship with the Company. He understands that the Company has
recently filed its SEC 10Q reports through September 30,
2003, has received copies of same and that its shares have been delisted
from NASDAQ, and that its bank debt is payable immediately on
demand.
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(b)
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Each
Investor represents and warrants to the Company
that:
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(i)
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he
has sufficient knowledge and experience in financial and business
matters
to be able to evaluate the
risks and merits of the investment represented by the purchase of
the
Shares;
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(ii)
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he
is able to bear the economic risks of such investment, including
the risk
of losing all such investment, and he has no need for liquidity with
respect to his investment;
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(iii)
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he
understands that no prospectus, offering circular or other offering
statement containing information
with respect to the Company and the Shares or with respect to the
Company's business is
being issued;
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(iv)
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he
has had the opportunity to ask questions and receive answers from
knowledgeable individuals concerning
the Company, its business and the
Shares;
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(v)
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he
understands that the Shares (a) are not being registered (or, with
respect
to state securities or Blue
Sky laws, otherwise qualified for sale) under the Securities Act
of 1933,
as amended (the "Act"),
or under the securities or Blue Sky laws and regulations of any state
and
the Company is not agreeing
to register the Shares, and (b) cannot be sold, transferred or otherwise
disposed of unless subsequently
registered under the Act and applicable state securities or Blue
Sky laws
or pursuant to an exemption from such registration which is available
at
the time of desired sale, and will bear a legend
to that effect;
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(vi)
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he
is aware that the information and conditions necessary to permit
routine
sales of the Shares, or any
portion thereof, under Rule 144 of the Act are not now available
and may
not be available at a time that he wishes to transfer part or all
of the
Shares, and that in any event he may then be prohibited
from engaging in trading because of confidentiality, fiduciary and
other
legal requirements;
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(vii)
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he
is an "accredited investor" as defined in Rule 501 (a) of Regulation
D,
promulgated under the Act,
and that at least (1), (2) or (3) applies to
him;
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(1)
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he
is a director or executive officer of the
Company,
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(2)
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his
individual net worth, or his joint net with his spouse, exceeds
$1,000,000, or
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(3)
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his
individual income was in excess of $200,000 in each of the two most
recent
years, or his joint income with his spouse was in excess of $300,000
in
each of those years, and he has a reasonable
expectation of reaching the same income level in the current
year;
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(viii)
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he
is purchasing the Shares for his own account and not with a view
to resale
or other distribution thereof inconsistent with or in violation of
the
federal securities laws or the securities or Blue Sky laws
of any state;
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(ix)
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he
is not obligated to transfer any Shares to any other person or entity
nor
does he have any agreement
or understanding to do so; and
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(x)
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he
has been advised that he should rely on his own professional accounting,
tax, legal and financial
advisors with respect to an investment in the Company and a purchase
of
the Shares.
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4.
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Miscellaneous
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(a)
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This
Agreement sets forth in full all understandings of the Company and
Investors with respect to the subject matter of this Agreement. It
may not
be amended or terminated orally. The internal laws of the State of
New
York shall govern this Agreement.
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(b) |
This
Agreement may be signed in one or more counterparts each of which
shall
constitute an original.
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IN
WITNESS WHEREOF, the parties have signed this Agreement as of the date set
forth
above.
By:
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/s/
Xxxxx X. Xxxxxxx
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|||
Xxxxx
X. Xxxxxxx
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Investor’s
Name
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Signature
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Number
of Shares
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||
Xxxx
Xxxxxx
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/s/
Xxxx Xxxxxx
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100,000
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Xxxxxxx
Xxxx
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/s/
Xxxxxxx Xxxx
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165,000
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||
Xxxxxxx
Xxxxxx
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/s/
Xxxxxxx Xxxxxx
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165,000
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||
Xxxxxxx
Xxxxxxx
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/s/
Xxxxxxx Xxxxxxx
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170,000
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