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Title: |
Securities Purchase Agreement |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 20KB total |
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Price: |
$35 |
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ID: |
#2319663 |
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SECURITIES PURCHASE AGREEMENT
This securities purchase agreement (this Agreement) is dated the date stated on the signature page and is between PHOENIX INTERESTS, INC., a Nevada corporation (the Company), and the undersigned (the Buyer).
The parties agree as follows:
1. AGREEMENT TO PURCHASE.
(a) Purchase. The Buyer hereby purchases from the Company the number of shares of the Companys Series D preferred stock, par value $0.001 per share (the Series D Preferred Stock), stated on the signature page of this Agreement (those shares, the Preferred Shares) and the number of shares of common stock, par value $0.001 per share (the Common Stock), stated on the signature page of this Agreement (those shares, the Common Shares). Each Preferred Share will be purchased and sold together with 1,000 Common Shares, and the Preferred Shares and the Common Shares will be separate securities at the time of issuance. The Company has authorized the sale of the Preferred Shares and the Common Shares. The Preferred Shares and Common Shares are collectively referred to as the Securities.
(b) Purchase Price. The purchase price of one Preferred Share is $94.50 and the purchase price of 1,000 Common Shares is $5.50. The aggregate purchase price for the Preferred Shares and the Common Shares is stated on the signature page of this Agreement, and the Buyer shall pay the Company the purchase price for the Preferred Shares and the Common Shares by wiring on the date of this Agreement immediately available funds as directed by the Company.
2. BUYER REPRESENTATIONS AND RELATED UNDERTAKINGS.
(a) The Buyer is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.
(b) The Buyer (i) is an accredited investor as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act of 1933, as amended (the 1933 Act), by reason of Rule 501(a)(3), (ii) is experienced in making investments of the kind described in this Agreement and the related documents, (iii) is 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) is able to afford the entire loss of its investment in the Preferred Shares.
(c) The Buyer shall only sell or offer to sell the Preferred Shares pursuant to an effective registration under the 1933 Act or under an exemption from registration.
(d) The Buyer understands that the Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that in order to determine the availability of those exemptions and the eligibility of the Buyer to acquire the Preferred Shares Company is relying upon the truth and accuracy of, and the Buyers compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Buyer set forth herein and in the completed Confidential Prospective Purchaser Questionnaire that the Buyer has submitted to the Company.
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