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EXHIBIT 10.56
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into by and
between Mobility Electronics, Inc., a Delaware corporation (the "Corporation"),
and ________________ ("Executive"), as of March 2, 2001.
RECITAL
To provide incentive for Executive to serve as the _________________
[Title] of the Corporation, the Corporation desires to issue to Executive, and
Executive desires to purchase from the Corporation, 68,966 shares of the common
stock, par value $0.01 per share (the "Common Stock"), of the Corporation on the
terms and conditions set forth in this Agreement.
1. Issuance of Shares. The Corporation hereby issues to Executive in
exchange for the Purchase Price, 68,966 shares of Common Stock (the "Shares").
The purchase price of the Shares is $2.90 per Share, for a total purchase price
of $199,311 (the "Purchase Price"). The Purchase Price shall be paid
simultaneously with the execution of this Agreement by the parties hereto.
Executive shall pay the Purchase Price by delivering to the Corporation (i)
$__________ [par value of the Shares] in cash; and (ii) a promissory note in the
original principal amount of $_______________, and in the form attached hereto
as Exhibit A and incorporated by reference herein (the "Note"). The Note shall
be secured by a security interest in the Shares pursuant to a Pledge and
Security Agreement in the form attached hereto as Exhibit B and incorporated by
reference herein [Add for Mollo's: and a Guaranty in the form attached hereto as
Exhibit C].
2. Delivery of Certificates. Promptly after the execution of this
Agreement, the Corporation shall deliver to Executive certificates evidencing
the Shares. The Shares for all purposes shall be considered issued on the date
of this Agreement.
3. Investment Matters. Executive acknowledges and agrees that: (i)
Executive is an executive officer of the Corporation, and in such capacity
Executive has knowledge of all material information concerning the Corporation;
(ii) Executive is purchasing the Shares for his own account, for investment
purposes and not for resale or with a view to any distribution; (iii) the Shares
are "restricted securities" as they have not been registered under the
Securities Act of 1933, as amended (the "Act"), and they may not be resold or
transferred without compliance with the registration or qualification provisions
of the Act and other applicable federal and state securities laws or an opinion
of counsel acceptable to the Corporation that an exemption from such
registration and qualification requirements is available; and (iv) he
understands and fully appreciates the merits and risks of an investment in the
Shares and is capable of sustaining a total loss on this investment.
4. Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed to be delivered when delivered in person, or when
deposited in the United States mail, postage prepaid, registered or certified
mail, return receipt requested, addressed as follows:
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If to Executive: [Name and Address]
If to the Corporation: Mobility Electronics, Inc.
7955 East Redfield Road
Scottsdale, Arizona 85260
Attn: Chief Executive Officer [CFO for
Mollo's]
5. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, understandings and statements, written or oral, with respect
thereto.
6. Severability. In the event that one or more of the provisions of
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalid, illegal or unenforceable provision
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
7. Further Assurances. Executive and the Corporation agree to take all
actions reasonably necessary to effectuate the intents and purposes of this
Agreement.
8. Delaware Law to Apply. This Agreement shall be construed under and
in accordance with the laws of the State of Delaware, and all obligations of the
parties created hereunder are performable in Maricopa County, Arizona.
9. Headings. The headings used in this Agreement are used for
administrative purposes only and do not constitute substantive matter to be
considered in construing the terms of this Agreement.
10. Parties Bound. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and to the extent permitted by this
Agreement, their successors and assigns.
11. Amendment. This Agreement may be amended or modified only by a
writing executed by the parties.
12. Waiver. No term or condition of this Agreement shall be deemed to
have been waived by a party, nor shall there be any estoppel against the
enforcement by a party of any provisions of this Agreement, except by written
instrument executed by the other party. No such written waiver by a party shall
be deemed a continuing waiver unless specifically stated therein, and each such
waiver shall operate only as to the specific terms or conditions waived and
shall not constitute a waiver of such terms or conditions for the future or as
to any act other than that specifically waived.
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13. Counterparts. This Agreement may be executed in multiple
counterparts all of which shall constitute one agreement and each of which shall
constitute an original of this Agreement.
Dated as of the date first written above.
MOBILITY ELECTRONICS, INC.
By:
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Its:
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[Name of Executive]
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