Exhibit 10.1 Securities Purchase Agreement between Xxxxxx Xxxxxxx and Media X
Corporation
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made between the BUYER
and SELLER, whose names are set forth on the signature page below.
WHEREAS, BUYER desires to acquire 3,600,000,000 shares of common stock of GFY
Foods, Inc., a Nevada corporation, (the "Securities") from SELLER, subject to
the terms and conditions of this Agreement;
WHEREAS, SELLER desires to sell the Securities to BUYER, subject to the terms
and conditions of this Agreement; and
WHEREAS, it is intended that the offer and sale of the Securities be consummated
in accordance with the requirements set forth by Section 4(1) under the
Securities Act of 1933, as amended.
NOW, THEREFORE, for and in consideration of the mutual promises herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Purchase and Sale.
Based on the representations and warranties herein contained, subject to the
terms and conditions set forth herein, BUYER hereby agrees to purchase the
Securities for a $15,000 Promissory Note (the "Consideration"). The
Consideration is payable at Closing. A copy of the Promissory Note is attached
as Exhibit 1.
2. Escrow of Consideration and Closing.
A. ESCROW. The parties agree to select a mutually agreeable third party to act
as escrow agent ("Escrow Agent") to hold and deliver the Securities and the
Consideration, together with all other documents reasonably requested by Escrow
Agent, to assist SELLER and BUYER in effecting the transaction contemplated
herein.
B. CLOSING DATE. The closing of the purchase and sale contemplated by this
Agreement (the "Closing Date") shall occur, as soon as possible, but in all
cases on or before February 14, 2006. At the Closing Date, the Escrow Agent
shall deliver the Consideration to SELLER, or its designee(s) and the Securities
to BUYER, or its designee(s).
C. TRANSACTIONS AND DOCUMENT EXCHANGE AT CLOSING. Prior to or at the Closing,
the following transactions shall occur and documents shall be exchanged, all of
which shall be deemed to occur simultaneously:
(1) By BUYER. BUYER will deliver, or cause to be delivered, to
SELLER:
(i) The Consideration; and
(ii) Such other documents, instruments, and/or certificates,
if any, as are required to be delivered pursuant to the provisions of this
Agreement, or which are reasonably determined by the parties to be required to
effectuate the transactions contemplated in this Agreement, or as otherwise may
be reasonably requested by SELLER in furtherance of the intent of this
Agreement;
(2) By SELLER. SELLER will deliver, or cause the following to be delivered to
BUYER:
(i) The Securities; and
(iii) Such other documents, instruments, and/or certificates, if
any, as are required to be delivered pursuant to the
provisions of this Agreement, or which are reasonably
determined by the parties to be required to effectuate the
transactions contemplated in this Agreement, or as otherwise
may be reasonably requested by BUYER in furtherance of the
intent of this Agreement.
(D) POST-CLOSING DOCUMENTS. From time to time after the Closing, upon the
reasonable request of any party, the party to whom the request is made shall
deliver such other and further documents, instruments, and/or certificates as
may be necessary to more fully vest in the requesting party the Consideration or
the Securities, as provided for in this Agreement, or to enable the requesting
party to obtain the rights and benefits contemplated by this Agreement.
3. Private Offering.
A. PRIVATE OFFERING. SELLER and BUYER understand each that the sale and exchange
of Securities contemplated herein constitutes a private, arms-length transaction
between a willing seller and a willing buyer without the use or reliance upon a
broker, distributor, or securities underwriter.
B. PURCHASE FOR INVESTMENT. SELLER and BUYER are not the issuer, underwriters
of, or dealers in the Securities to be sold and exchanged hereunder.
C. INVESTMENT RISK. Because of their financial position and other factors, the
transaction contemplated by this Agreement may involve a high degree of
financial risk, including the risk that one or both parties may lose its entire
investment.
D. ACCESS TO INFORMATION. SELLER, BUYER, and their advisors have been afforded
the opportunity to discuss the transaction with legal and accounting
professionals and to examine and evaluate the financial impact of the sale and
exchange contemplated herein.
4. Representations and Warranties.
BUYER hereby covenants with, represents, and warrants to SELLER that:
A. BUYER is authorized to acquire the Securities, meets the definition of
"accredited investor" and "sophisticated investor" as those terms are defined in
the Federal securities laws, rules, and court decisions of the United States.
This Agreement has been duly executed and delivered by BUYER and constitutes a
binding, and enforceable obligation of BUYER;
B. THIRD PARTY CONSENT. No authorization, consent, approval, registration, or
filing with any governmental authority or any other person is required by the
BUYER in connection with the execution, delivery, or performance of this
Agreement or the transfer of the Securities, or if required BUYER have or will
obtain the same prior to Closing; and
C. AUTHORITY. This Agreement has been duly executed by BUYER, and the execution
and performance of this Agreement will not violate, result in a breach of, or
constitute a default in any agreement, instrument, judgment, order, or decree to
which BUYER is a party or to which the Consideration is subject.
SELLER hereby covenants with, represents, and warrants to BUYER that:
A. SELLER is authorized to sell, convey and transfer the Securities, meets the
definition of "accredited investor" and "sophisticated investor" as those terms
are defined in the Federal securities laws, rules, and court decisions of the
United States. This Agreement has been duly executed and delivered by SELLER and
constitutes a binding, and enforceable obligation of SELLER;
B. THIRD PARTY CONSENT. No authorization, consent, approval, registration or
filing with any governmental authority or any other person is required by the
SELLER in connection with the execution, delivery, or performance of this
Agreement or the transfer of the Securities, or if required SELLER have or will
obtain the same prior to Closing; and
C. AUTHORITY. This Agreement has been duly executed by SELLER, and the execution
and performance of this Agreement will not violate, result in a breach of, or
constitute a default in any agreement, instrument, judgment, order, or decree to
which SELLER is a party or to which the Consideration is subject.
5. Conditions Precedent to SELLER'S Closing.
All obligations of SELLER under this Agreement, and as an inducement to SELLER
to enter into this Agreement, are subject to BUYER'S covenants and agreement to
each of the following:
A. ACCEPTANCE OF DOCUMENTS. All instruments and documents delivered to SELLER
pursuant to this Agreement or reasonably requested by SELLER to verify the
representations and warranties of BUYER herein, shall be satisfactory to SELLER
and its legal counsel.
B. REPRESENTATIONS AND WARRANTIES. The representations and warranties by BUYER
set forth in this Agreement shall be true and correct at and as of the Closing
Date, with the same force and effect as though made at and as of the date
hereof, except for changes permitted or contemplated by this Agreement.
C. NO BREACH OR DEFAULT. BUYER shall have performed and complied with all
covenants, agreements, and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing.
D. OPINION OF COUNSEL. BUYER shall have delivered to SELLER, if requested, an
opinion of counsel dated the date of Closing to the effect that:
(i) BUYER is duly organized, validly existing, and in good standing and has the
legal power to enter into agreements in the jurisdictions in which it conducts
business.
(ii) All requisite approval has been properly obtained and completed by BUYER,
to the extent, if any, that they are necessary.
6. Conditions Precedent to BUYER'S Closing.
All obligations of BUYER under this Agreement, and as an inducement to BUYER to
enter into this Agreement, are subject to SELLER'S covenants and agreement to
each of the following:
A. ACCEPTANCE OF DOCUMENTS. All instruments and documents delivered to BUYER or
reasonably requested by BUYER to verify the representations and warranties of
SELLER herein, shall be satisfactory to BUYER and its legal counsel.
B. REPRESENTATIONS AND WARRANTIES. The representations and warranties by SELLER
set forth in this Agreement shall be true and correct at and as of the Closing
Date, with the same force and effect as though made at and as of the date
hereof, except for changes permitted or contemplated by this Agreement.
C. NO BREACH OR DEFAULT. SELLER shall have performed and complied with all
covenants, agreements, and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing.
7. Termination.
This Agreement may be terminated at anytime prior to the Closing Date by either
party if (a) there shall be any actual or threatened action or proceeding by or
before any court or any other governmental body which shall seek to restrain,
prohibit, or invalidate the transaction contemplated by this Agreement, and
which, in the judgment of such party giving notice to terminate and based upon
the advice of legal counsel, makes it inadvisable to proceed with the
transaction contemplated by this Agreement.
8. Miscellaneous.
A. AUTHORITY. The agents, if any, of SELLER and BUYER executing this Agreement
are duly authorized to do so and each party has taken all action required by law
or otherwise to execute this Agreement.
B. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between
the parties hereto and no other prior written or oral statement or agreement
shall be recognized or enforced.
C. SEVERABILITY. If a court of competent jurisdiction determines that any clause
or provision of this Agreement is invalid, illegal or unenforceable, the other
clauses and provisions of the Agreement shall remain in full force and effect
and the clauses and provision which are determined to be void, illegal or
unenforceable shall be limited so that they shall remain in effect to the extent
permissible by law.
D. ASSIGNMENT. None of the parties hereto may assign this Agreement without the
express written consent of the other parties and any approved assignment shall
be binding on and inure to the benefit of such successor or, in the event of
death or incapacity, on assignor's heirs, executors, administrators, and
successors.
E. APPLICABLE LAW. The laws of the State of Nevada, notwithstanding any
conflict-of-law provision, shall govern this Agreement to the contrary. BUYER
and SELLER agree that all disputes shall be resolved by a court of proper
jurisdiction located in that state.
F. ATTORNEY'S FEES. If any legal action or other proceeding (non-exclusively
including arbitration) is brought for the enforcement of or to declare any right
or obligation under this Agreement or as a result of a breach, default or
misrepresentation in connection with any of the provisions of this Agreement, or
otherwise because of a dispute among the parties hereto, the prevailing party
will be entitled to recover actual attorney's fees (including for appeals and
collection) and other expenses incurred in such action or proceeding, in
addition to any other relief to which such party may be entitled.
G. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement, expressed or implied,
is intended to confer upon any person, other than the parties hereto and their
successors, any rights or remedies under or because of this Agreement, unless
this Agreement specifically states such intent.
H. COUNTERPARTS. It is understood and agreed that this Agreement may be executed
in any number of identical counterparts, each of which may be deemed an original
for all purposes.
I. FURTHER ASSURANCES. At any time, and from time to time after the Closing
Date, each party hereto will execute such additional instruments and take such
action as may be reasonably requested by the other party to carry out the intent
and purposes of this Agreement.
J. AMENDMENT OR WAIVER. Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and may be enforced concurrently herewith, and no waiver by any
party of the performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or thereafter
occurring or existing. At any time prior to Closing Date, a writing signed by
all parties may amend this Agreement.
K. HEADINGS. The section and subsection headings in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
L. FACSIMILE. A facsimile, telecopy or other reproduction of this Agreement may
be executed by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties agree to execute
an original of this Agreement as well as any facsimile, telecopy or other
reproduction hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as set forth below.
"SELLER"
Xxxxxx Xxxxxxx
By: /s/ Xxxxxx Xxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxx
Date: February 8, 2006
"BUYER"
Media X Corporation
By: /s/ Xxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxx X. Xxxx
Title: President
Date: February 8, 2006
EXHIBIT 1
PROMISSORY NOTE
U.S. $15,000
FOR VALUE RECEIVED, Media X Corporation, a Nevada corporation ("Maker"), hereby
promises to pay to Xxxxxx Xxxxxxx ("Payee"or "Holder") the principal sum of
Fifteen Thousand Dollars ($15,000), payable on or before July 13, 2006. This
note shall bear interest at the rate of six percent (6%) per annum until paid in
full.
This promissory note has been delivered to Payee and accepted by Payee in the
State of California and shall be governed and construed generally according to
the laws of said State. Maker and Payee each waive any objection to the
jurisdiction of or venue in such court and to the service of process issued by
such court and agree that each may be served by any method of process described
in the Federal Rules of Civil Procedure. Maker and Payee each waive (1) the
right to claim that such court is an inconvenient forum or any similar defense
and (2) trial by jury.
No waiver by the holder of any payment or other right under this Note shall
operate as a waiver of any payment or right. This promissory note can be repaid
prior to the Due Date.
Executed on February 8, 2006 by the Maker.
Media X Corporation
By: /s/ Xxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxx X. Xxxx
Title: President
