PURCHASE AGREEMENT
This Purchase Agreement (this
“ Agreement ”), dated as of September __, 2009
(the “ Closing Date ”) by and between
Pashminadepot.com, Inc., a Florida corporation (the “
Company ”), and each of those persons and entities,
severally and not jointly, who are signatories hereto (which
persons and entities are hereinafter collectively referred to as
“ Lenders ” and each individually as a “
Lender ”).
W I T N E S S E T H
:
WHEREAS, subject to the terms and
conditions of this Agreement, the Company has agreed to sell and
issue to each Lender, and each Lender has agreed to purchase from
the Company, promissory notes (collectively, the “
Notes ”) of the Company in the principal amount set
forth opposite such Lender’s name on Schedule I hereto
in an offshore transaction negotiated outside the U.S. and to be
consummated and closed outside the U.S.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as
follows:
(a) On the closing
date, each Lender shall deliver to the Company payment in the
amount set forth opposite such Lender’s name on Schedule
I hereto by delivery of a certified check payable to the
Company or by wire transfer to the account of the
Company.
(b) On the closing
date, the Company shall deliver to each Lender a Note in
substantially the form attached hereto as Exhibit 1 in the
principal amount set forth opposite such Lender’s name on
Schedule I hereto.
2.
Representations and Warranties of the Company
. The Company hereby represents and warrants to each
Lender as follows:
(a) Organization
and Standing . The Company is a corporation duly
organized and validly existing under, and by virtue of, the laws of
Florida and is in good standing under such laws.
(b) No
Conflict . This Agreement does not: (i) conflict
with any provision of the Company’s charter, or similar
organizational documents or Bylaws; or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture, patent, patent license or instrument to
which the Company is a party; or (iii) result in a violation of any
federal, state, local or foreign law, rule, regulation, order,
judgment or decree (including Federal and state securities laws and
regulations) applicable to the Company or by which any property or
asset of the Company is bound or affected.
(c)
Authorization . The execution, delivery and
performance of this Agreement by the Company has been duly
authorized by all requisite corporate action and constitutes the
valid and binding obligations of the Company enforceable in
accordance with its terms, subject as to enforcement of remedies to
applicable bankruptcy, insolvency, reorganization, or similar laws
relating to or affecting the enforcement of creditors’
rights.
(d) No Integrated
Offering . Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, other than pursuant to
this Agreement.
(e) No General
Solicitation or Advertising in Regard to this Transaction .
Neither the Company nor any of its affiliates nor any person acting
on its or their behalf (a) has conducted or will conduct any
general solicitation (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to any of the
Securities, or (b) made any offers or sales of any security or
solicited any offers to buy any security under any circumstances
that would require registration of the Common Stock under the
Securities Act of 1933, as amended (the “ Act
”).
(f) Issuance
. The Notes will be duly and validly issued when issued,
sold and delivered at the closing in accordance with the terms of
this Agreement.
(g) Communication
of Offer . The offer to sell the Securities was
directly communicated to the Lender by the Company. At
no time was such Lender presented with or solicited by any leaflet,
newspaper or magazine article, radio or television advertisement,
or any other form of general advertising or solicited or invited to
attend a promotional meeting otherwise than in connection and
concurrently with such communicated offer.
3.
Representations and Warranties of Lender . Each
Lender, with respect to itself only, represents and warrants to the
Company as of the closing date that:
(a) All actions on
the part of such Lender for the authorization, execution, delivery
and performance by such Lender of this Agreement have been taken,
and this Agreement constitutes a valid and binding obligation of
such Lender, enforceable in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency,
reorganization, or similar laws relating to or affecting the
enforcement of creditors’ rights.
(b) Such Lender is
acquiring the Notes for investment for such Lender’s own
account and not with a view to, or for resale in connection with,
any distribution. Such Lender understands that the Notes to be
acquired have not been registered under the Securities Act, by
reason of a specific exemption from the registration provisions of
the Act which depends upon, among other things, the bona fide
nature of the investment intent as expressed herein.
(c) Such Lender is an
accredited investor, as defined in Rule 501 promulgated under the
Act.
(d) Such Lender is
experienced in evaluating and investing in securities of companies
similarly situated to the Company, and acknowledges that such
Lender is able to fend for itself, can bear the economic risk of an
investment in the Notes, and has such knowledge and experience in
financial or business matters that such Lender is capable of
evaluating the merits and risks of the investment in the
Notes.
(e) Such Lender
believes it has received all the information such Lender considers
necessary or appropriate for deciding whether to purchase the
Notes. Such Lender has had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions
of the offering of the Securities and the business, properties,
prospects and financial condition of the Company.
(f) Such Lender
acknowledges that the Securities must be held indefinitely unless
subsequently registered under the Act or unless an exemption from
such registration is available. Such Lender is aware of the
provisions of Rule 144 promulgated under the Act which permits
limited resale of securities purchased in a private placement
subject to the satisfaction of certain conditions, including,
unless such Lender is an affiliate of the Company, among other
things, the availability of certain current public information
about the Company, the resale occurring not less than one year
after a party has purchased and paid for the securities to be sold,
the sale being through a “broker’s transaction”
or in transactions directly with a “market m
