Exhibit 10.1
BELLACASA
PRODUCTIONS, INC.
237 Cedar Hill Street, Suite 4
Marlborough, MA 01752
Frank LaLoggia
Via Collina 40
Monte Firdolfi S. Casciano
Florence, 50026, Italy
Re: Bellacasa Productions, Inc. (the
"Company")
Dear Mr. LaLoggia:
You own 4,710,010 shares (the "Shares") of the common stock, par
value $0.0001 per share ("Common Stock") of the Company, and have
owned the Shares for more than two years. Also, you have not been
an officer, director or affiliate of the Company for more than 90
days prior to the date hereof. You have requested that the Company
remove the restrictive legend on the Shares. The Company expressed
certain concerns about certain aspects of the operations of the
Company at the time you were a control person thereof. Following
discussions with you, the Company agrees to remove the restrictive
legend on the Shares subject to the terms and conditions of this
letter agreement, as follows:
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Subject to the provisions below, you may sell no more than
twenty-five percent (25%) of the Shares, or 1,177,500 Shares (the
"Yearly Amount") during each of the four one year periods
commencing on December 1, 2006 or the date of this Agreement,
whichever occurs later (each a "Year") except as specified below.
Immediately upon the commencement of each Year, the Company will
deliver to you that number of stock certificates, as reasonably
designated by you, aggregating 1,177,500 of the Shares without a
restrictive legend. The cost of reissuing the stock certificates in
both legended and unlegended form shall be paid by the Company. So
that this is not abused, you will not request reissuance of the
unlegended stock certificates in less than 50,000 share
denominations if the stock is trading at less than $.51 per share,
and if the stock is trading at $.51 per share or more, the minimum
share denomination is reduced to 20,000 shares.
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Notwithstanding the foregoing, if officers, directors or any other
control person (or their affiliates) in the aggregate during any
Year sell a number of shares greater than the Yearly Amount, you
may sell an additional amount during that Year or the following
Years equal to fifty percent (50%) of the amount sold by such
officers, directors or any other control person (or their
affiliates) to the extent such amount exceeds the Yearly Amount. As
an example, if our officers and directors sell 1,800,000 shares in
a Year, you may sell an additional 311,250 Shares beyond the Yearly
Amount in that sameYear or, subject to the limitations described in
Section 3 below, the following Year.
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If in any Year you sell less than the Yearly Amount or, as
applicable, a larger number of Shares that you are otherwise
permitted to sell hereunder, you may carry over any such Shares not
sold to, and sell those Shares in, subsequent Years, provided that
this right shall be limited so that in no event shall you have the
right to sell Shares in any Year i
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