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Exhibit 10.64
SECURITIES PURCHASE AGREEMENT
THIS
SECURITIES PURCHASE AGREEMENT (the "Agreement"),
between CirTran
Corporation, a Nevada corporation (the "Company"), and Fadi
Nora, an individual
(the "Purchaser"), is entered into as of
the date set forth opposite the
Company's signature hereon.
WHEREAS, as
of the date of this Agreement the Purchaser
has loaned
funds in the amount of $225,000 (the "Loan Amount") to the Company;
and
WHEREAS, the
Purchaser and the Company desire to exchange the right to
receive repayment of the full Loan Amount for shares of
the Company's Common
Stock; and
WHEREAS,
the Purchaser desires to subscribe
for, and the Company
desires to issue to the Purchaser, the
number of shares of Common Stock
indicated on the signature page hereto (the
"Shares"), all upon the terms and
conditions set forth in this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and
of the mutual
premises, covenants, representations and
warranties herein contained, the
parties hereby agree as follows:
1. Purchase Price;
Issuance.
(a) Subject to the terms and conditions
hereof, the Purchaser
hereby agrees to purchase the Shares for an
amount equal to $0.003 per Share
(which purchase price per share is equal to the market
price of the Company's
common stock on the date immediately prior to the
execution of this Agreement)
for the aggregate amount set forth on the signature
page hereto (the "Purchase
Price").
(b) The Company hereby agrees to accept the
prior loans by the
Purchaser to the Company in the amount of
$225,000 as payment in full for the
Shares.
(c) The Purchaser and the Company acknowledge and agree
that the
Company does not have sufficient
shares of common stock to issue to the
Purchaser as of the date of this Agreement. The Company agrees to
use reasonable
commercial efforts to take the necessary
corporate actions, to inform the
Purchaser once such actions have been taken and the Shares can be
issued, and to
issue the shares as soon as possible thereafter.
2.
Representations and Warranties of the
Company. The Company
represents and warrants to the Purchaser as follows:
(a) Corporate Status. The Company is a corporation duly
organized,
validly existing and in good standing under the laws of the State
of Nevada with
full corporate power and authority to carry on its business as now
conducted.
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(b) Authorization.
The Company has the power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder. The
execution and delivery of and the
performance by the Company under this
Agreement and the consummation of the transactions contemplated
hereby have been
duly authorized by all necessary corporate action
on the part of the Company,
and this Agreement constitutes the valid and legally
binding obligation of the
Company, enforceable against the Company in accordance with its
terms, except as
the same may be limited by bankruptcy, insolvency,
reorganization or other laws
affecting the enforcement of creditors'
rights generally now or hereafter in
effect and subject to the
application of equitable principles
and the
availability of equitable remedies.
(c) No Conflicts. The execution, delivery and performance of
this
Agreement and the other instruments and agreements to be executed,
delivered and
performed by the Company
pursuant hereto and the
consummation of the
transactions contemplated hereby and thereby by the Company do not
and will not,
with the giving of notice or the passage of time of both, violate
or result in a
breach or termination of any provision of, or constitute a
default under, the
Articles of Incorporation or the Bylaws of the Company or any
order, judgment,
decree, statute, regulation, contract, agreement or any other
restriction of any
kind or description to which the Company or its assets is bound or
subject.
(d) Fully Paid and Non-Assessable Upon issuance of the Shares
and
payment therefor pursuant to the terms hereof, each Share of
Common Stock shall
be validly issued, fully paid and non-assessable.
3.
Representations and Warranties of the
Purchaser. The Purchaser
represents and warrants to the Company as follows:
(a) Status. The Purchaser is a bona fide
resident of the State
identified in the address set forth on the signature page of
this Agreement as
the Purchaser's home address and is not a resident of any
other state except as
disclosed on the signature page hereto, is at least 21 years
of age, is legally
competent to execute this Agreement and has legal capacity to
execute, deliver
and perform his or her obligations under this Agreement.
(b) Authority for Agreements. The
Purchaser has the power and
authority to execute and deliver this Agreement and to carry out
its obligations
hereunder. The execution, delivery and
performance by the Purchaser of this
Agreement and the consummation of the transactions contemplated
hereby have been
duly authorized by all necessary action on the part of the
Purchaser, and this
Agreement constitutes the valid and legally binding obligation of
the Purchaser,
enforceable against the Purchaser in accordance with
its terms, except as the
same may be limited by bankruptcy,
insolvency, reorganization or other laws
affecting the enforcement of creditors'
rights generally now or hereafter in
effect and subject to the
application of equitable principles
and the
availability of equitable remedies.
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(c) No Conflicts. The execution, delivery and performance of
this
Agreement and the consummation of the
transactions contemplated hereby and
thereby by the Purchaser do not and will not, with the
giving of notice or the
passage of time or both, violate or result in a breach
or termination of any
provision of, or constitute a default
under, any order, judgment, decree,
statute, regulation, contract, agreement or any other restriction
of any kind or
description to which the Purchaser is a party or by
which the Purchaser or its
assets may be bound.
(d) Investor Representations and Acknowledgments.
(i) The Purchaser is
acquiring the Shares for the
Purchaser's own account for investment only and not as
nominee or agent and not
with a view to, or for sale in connection with, a distribution of
the Shares and
with no present intention of selling, transferring, granting
a participation in
or otherwise distributing, the Shares, all within the meaning
of the Securities
Act and any applicable state, securities or blue-sky laws.
(ii) The Purchaser is not a party or subject to or bound by
any contract, undertaking, agreement or
arrangement with any person to sell,
transfer or pledge the Shares to any person, and has no
present intention to
enter into such a contract, undertaking, agreement or
arrangement.
(iii) The Company has advised the Purchaser that the Shares
have not been registered under the Securities Act or under the laws
of any state
on the basis that the issuance thereof contemplated by this
Agreement is exempt
from such registration, and the Company's reliance on
the availability of such
exemption is, in part, based
upon the accuracy and truthfulness of
the
Purchaser's representations contained herein.
(iv) The Purchaser has received, read
carefully and is
familiar with this Agreement and
has had an opportunity to obtain
such
information as it has deemed appropriate respecting the
Company, its business,
plans, and financial condition. The Purchaser has had
access to all additional
information necessary to verify the accuracy of
the information set forth in
this Agreement and any other materials furnished herewith, and has
taken all the
steps necessary to evaluate the merits and risks of an
investment as proposed
hereunder.
(v) The Purchaser or the Purchaser's
representative has
such knowledge and experience in finance,
securities, investments and other
business matters so as to be able to protect the
interests of the Purchaser in
connection with this transaction, and the Purchaser's
investment in the Company
hereunder is not material when compared
to
