Exhibit
10.1
SECURITIES PURCHASE
AGREEMENT
SECURITIES PURCHASE AGREEMENT (the " Agreement
"), is made and entered into as of September ____ 2009, by and
among Vanity Events
Holding, Inc. , a Delaware corporation (the “
Company ”), and each of the purchasers listed
on Exhibit A attached hereto (collectively, the “
Purchasers ” and individually, a “
Purchaser ”).
WHEREAS , the Company and the Buyer is executing and
delivering this Agreement in reliance upon the exemption from
securities registration afforded by Section 4(2) of the Securities
Act of 1933, as amended (the " Securities Act "), and
Rule 506 of Regulation D (" Regulation D ") as
promulgated by the United States Securities and Exchange Commission
(the " SEC ") under the Securities Act;
WHEREAS , the Company desires to issue and sell to the
Purchasers, and the Purchasers desire to purchase from the Company,
up to 12,000,000 shares of common stock, par value $0.0001 per
share, of the Company (the “ Securities
”), on the terms and subject to the conditions set forth in
this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company
and Purchaser agree as follows:
1.
Agreement to Purchase and
Sell Securities . On the terms and subject
to the conditions contained in this Agreement, each Purchaser
severally agrees to purchase, and the Company agrees to sell and
issue to each Purchaser, at Closing (as defined below), that number
of Securities set forth on Exhibit A attached
hereto. The purchase price of each share shall be
$.25.
2.
Closing .
The closing of the purchase and sale of the Securities
shall take place at the offices of the Company at 10:00 a.m.
Eastern time on September ___, 2009, or at such other time and
place as the Company and Purchasers representing a majority of the
Common Stock to be purchased mutually agree upon (which time and
place are referred to in this Agreement as the “
Closing ”). At the Closing, the
Company shall, against delivery of payment for the Purchased
Securities by wire transfer of immediately available funds in
accordance with the Company’s instructions, (a) authorize its
transfer agent to issue to each Purchaser one or more stock
certificates (the “ Certificates ”)
registered in the name of each Purchaser (or in such nominee
name(s) as designated by such Purchaser), representing the
appropriate number of Common Stock purchased
hereunder. Closing documents may be delivered by
facsimile with original signature pages sent by overnight
courier. The date of the Closing is referred to herein
as the “ Closing Date .”
3.
Representations and
Warranties of The Company . The Company
hereby represents and warrants to each Purchaser, as of the Closing
Date, as follows:
3.1
Organization and Standing. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the state of Delaware, and has full corporate
power and authority to execute and deliver this Agreement and
perform its obligations hereunder.
3.2
Authority Relative to this Agreement; No Conflict.
The execution, delivery and performance of this
Agreement by the Company have been duly and validly authorized by
all necessary corporate proceedings and no other authorization or
approval is required to permit consummation of the transactions
contemplated hereby. This Agreement has been duly
executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company enforceable against the
Company in accordance with its terms. Neither the
execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will (a) violate or result in
a breach of or default or acceleration under (i) any provisions of
the certificate of incorporation or by-laws (or other governing
instrument) of the Company, as currently in effect, or (ii) any
mortgage, indenture, contract, agreement, license, franchise,
permit, instrument, trust, power, judgment, decree, order, ruling
or federal, state or local statute or regulation to which the
Company is presently a party or by which it or its properties may
be subject, (b) result in the creation or imposition of any lien,
claim, charge, restriction or encumbrance of any kind whatsoever
upon, or give to any other person any interest or right (including
any right of termination or cancellation) in or with respect to any
properties, assets, business, agreements or contracts of the
Company, or (c) require any consent, approval or waiver of, filing
with, or notification to any person (including, without limitation,
any governmental or regulatory authority).
3.3
Title to the Securities. The Securities, when
issued, sold and delivered by the Company to Purchaser in
accordance with the terms of this Agreement, will be duly
authorized, validly issued, fully paid and non-assessable, and will
be free and clear of all restrictions, claims, liens, charges and
encumbrances whatsoever, except as may exist under applicable
federal and state securities laws. Holders of Securities of Common
Stock have no preemptive rights to purchase any other Securities or
securities of any class that may at any time be sold or offered for
sale by The Company. There are no options, warrants,
rights or other commitments relating to the sale of the
Securities.
3.4
Offering of Common Stock. Neither The Company
nor anyone acting on its behalf has in the past or will hereafter
take any action that would cause the issuance or sale of the
Securities to violate the registration requirements of the
Securities Act.
3.5
Consents . The company is not required to obtain any
consent, authorization or order of, or make any filing or
registration with, any court, governmental agency or any regulatory
or self-regulatory agency or any other person in order for it to
execute, deliver or perform any of its obligations under or
contemplated by this Agreement, in each case in accordance with the
terms hereof or thereof. All consents, authorizations,
orders, filings and registrations which the Company is required to
obtain pursuant to the preceding sentence have been obtained or
effected on or prior to the Closing, and the Company is unaware of
any facts or circumstances which might prevent the Company from
obtaining or effecting any of the registration, application or
filings pursuant to the preceding sentence.
3.6
Acknowledgment Regarding Purchaser's Purchase of Securities
. The Company acknowledges and agrees that the Purchaser
is acting solely in the capacity of arm's length purchaser with
respect to this Agreement and the transactions contemplated hereby
and thereby and that the Purchaser is not (i) an officer or
director of the Company, (ii) an "affiliate" of the Company or any
of its subsidiaries (as defined in Rule 144) or (iii) to the
knowledge of the Company, a "beneficial owner" of more than 10% of
the shares of Common Stock (as defined for purposes of Rule 13d-3
of the Securities Exchange Act of 1934, as amended (the "
1934 Act ")). The Company further
acknowledges that the Purchaser is not acting as a financial
advisor or fiduciary of the Company or any of its subsidiaries (or
in any similar capacity) with respect to this Agreement and the
transactions contemplated hereby and thereby, and any advice given
by the Purchaser or any of its representatives or agents in
connection with this Agreement and the transactions contemplated
hereby and thereby is merely incidental to the Purchaser 's
purchase of the Securities. The Company further
represents to the Purchaser that the Company's decision to enter
into this Agreement has been based solely on the independent
evaluation by the Company and its representatives.
3.7
No General Solicitation; Placement Agent
. Neither the Company, nor any of its subsidiaries or
affiliates, nor any person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with the offer
or sale of the Securities. The Company shall pay, and hold the
Purchaser harmless against, any liability, loss or expense
(including, without limitation, reasonable attorney's fees and
out-of-pocket expenses) arising in connection with any such claim.
The Company has not engaged any placement agent or other agent in
connection with the sale of the Securities.
3.8
Absence of Litigation . There is no action, suit,
proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body
pending or, to the knowledge of the Company, threatened against or
affecting the Company or any of its subsidiaries, the Common Stock
or any of the Company's subsidiaries or any of the Company's or its
subsidiaries' officers or directors in their capacities as
such.
4. Representations and Warranties of
Purchaser . Purchaser hereby represents and
warranties to Seller as follows:
4.1
Accredited Investor Status . The Purchaser, if an
individual, is an "accredited investor" as that term is defined in
Rule 501(a) of Regulation D.
4.2
Organization; Authority . The Purchaser, if an entity, is an
entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization with the requisite
power and authority to enter into and perform under this Agreement.
The execution, delivery and performance of this Agreement by such
Purchaser have been duly authorized and executed by all necessary
action by such Purchaser. This Agreement, when delivered in
accordance with the terms hereof, will constitute the valid and
legally binding obligation of such Purchaser, enforceable against
it in accordance with its terms, except (a) as limited by general
equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (b) as
limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (c)
insofar as indemnification and contribution provisions may be
limited by applicable law
4.3
No Public Sale or Distribution . The Purchaser is
acquiring the Securities for its own account and not with a view
towards, or for resale in connection with, the public sale or
distribution thereof, except pursuant to sales registered or
exempted under the 1933 Act; provided , however ,
that by making the representations herein, the Purchaser does not
agree to hold any of the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities
at any time in accordance with or pursuant to a registration
statement or an exemption under the Securities Act. The
Purchaser is acquiring the Securities hereunder in the ordinary
course of its business. The Purchaser does not presently have any
agreement or understanding, directly or indirectly, with any person
or entity to distribute any of the Securities.
4.4
Transfer or Resale . The Purchaser understands
that: (i) the Securities have not been and are not being registered
under the Securities Act or any state securities laws, and may not
be offered for sale, sold, assigned or transferred unless (A)
subsequently registe
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