VENUS BEAUTY SUPPLY, INC. REPURCHASE AGREEMENT
Exhibit 10.1
VENUS
BEAUTY SUPPLY, INC.
This
Agreement is entered into as of August 16, 2005 by and between Venus Beauty
Supply, Inc., a Florida corporation (the “Company”), and ▇▇▇▇▇▇▇ Partners Ltd.,
a Colorado limited partnership (“Shareholder”).
RECITALS
A.
Shareholder owns 2,000,000 shares of common stock, $.001 par value per share, of
the Company (the “Old Common Stock”) of which Shareholder owns 2,000,000 shares
as of the date hereof.
B.
The Company is entering into Purchase Agreements of even date herewith pursuant
to which several investors (the “Investors”) are purchasing from the Company an
aggregate of up to 6,000,000 shares of the Company’s common stock (after giving
effect to a 35.28 stock split, the “New Common Stock”) and warrants to purchase
up to an additional 900,000 shares of New Common Stock (“Warrants”) to provide
funds for an acquisition of Fermavir Research, Inc., a Delaware corporation.
C.
The Investors are willing to purchase shares of New Common Stock and Warrants
(collectively the “Securities”) and the shareholders of Fermavir are willing to
exchange shares of Fermavir for shares of New Common Stock if Shareholder
significantly reduces its proportion of ownership in the Company.
AGREEMENTS
In
consideration of the foregoing and the other provisions set forth herein, the
parties hereby agree as follows:
1.
PURCHASE
(a)
Subject
to the representation and warranties of Shareholder below, the Company hereby
agrees to purchase 1,918,367.34 shares of Old Common Stock (the “Purchased
Shares”) from the Shareholder for the aggregated price of $750,000 (the
“Purchase Price”) as follows:
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(i) |
$400,000
out of the proceeds of the sale of the Securities; and | |
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(ii) |
delivery
of a note (the “Note”) payable to the Shareholder in the form annexed
hereto as Exhibit A in the principal amount of
$350,000. |
(b)
The
closing of the purchase shall occur simultaneously with the closing of the
purchase of New Common Stock by the Investors by the Company’s delivery of the
Purchase Price to the Shareholder.
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(c)
This
Agreement shall serve as a written instruction of the Shareholder to the Company
to record the transfer of the Purchased Shares to the Company and, at the
Company’s option, the cancellation of the Purchased Shares.
2.
REPRESENTATIONS
OF THE SHAREHOLDER
The
Shareholder represents and warrants to the Company as of the date of this
Agreement and as of the date of the Closing as follows:
(a)
Ownership
of Stock. Shareholder
is the lawful owner of the Purchased Shares free and clear of all preemptive or
similar rights, liens, encumbrances, restrictions and claims of every kind.
Shareholder has full legal right, power and authority to enter into this
Agreement and to sell, assign, transfer and convey the Purchased Shares so owned
by such Shareholder pursuant to this Agreement and the delivery to the Company
of the Purchased Shares by such Shareholder pursuant to the provisions of this
Agree-ment will transfer to Purchaser valid title thereto, free and clear of all
liens, encumbrances, restrictions and claims of every kind.
(b)
Authority
to Execute and Perform Agreement; No Breach.
Shareholder has the full legal right and power and all authority and approval
required to enter into, execute and deliver this Agreement, and to sell, assign,
transfer and convey the Purchased Shares and to perform fully its obligations
hereunder. This Agreement has been duly executed and delivered by such
Shareholder and, assuming due execution and delivery by, and enforceability
against, the Company, constitutes the valid and binding obligation of
Shareholder enforceable in accordance with its terms, subject to the
qualifications that enforcement of the rights and remedies created hereby is
subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting the rights and remedies of creditors, and (ii)
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law). No approval or consent of, or
filing with, any governmental or regulatory body, and no approval or consent of,
or filing with, any other person is required to be obtained by Shareholder or in
connection with the execution and delivery by Shareholder of this Agreement and
consummation and performance by them of the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by Shareholder and the
consummation of the transactions contemplated hereby in accordance with the
terms and conditions hereof by Shareholder will not:
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(i) |
knowingly
violate, conflict with or result in the breach of any of the material
terms of, or constitute (or with notice or lapse of time or both would
constitute) a material default under, any contract, lease, agreement or
other instrument or obligation to which Shareholder is a party or by or to
which any of the properties and assets of Shareholder may be bound or
subject; |
|
(ii) |
violate
any order, judgment, injunction, award or decree of any court, arbitrator,
governmental or regulatory body, by which either Shareholder or the
securities, assets, properties or business of Shareholder is bound; or
|
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|
(iii) |
knowingly
violate any statute, law or regulation. |
(c)
Restrictive
Agreements.
Shareholder
is not subject to, or a party to, mortgage, lien, lease, license, permit,
agreement, contract, instrument, law, rule, ordinance, regulation, order,
judgment or decree, or any other restriction of any kind or character, which
would prevent consummation of the transactions contemplated by this Agreement,
compliance by Shareholder with the terms, conditions and provisions of which
would restrict the ability of the Company to acquire any property or conduct its
business as conducted or proposed to be conducted.
(d)
Broker’s
or Finder’s Fees.
No agent, broker, person or firm acting on behalf of the Shareholders is, or
will be, entitled to any commission or broker’s or finder’s fees from any of the
parties hereto, or from any person controlling, controlled by or under common
control with any of the parties hereto, in connection with any of the
transactions contemplated by this Agreement.
3.
COUNTERPARTS
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
4.
AMENDMENT
This
Agreement shall not be subject to modification or amendment in any respect,
except by an instrument in writing signed by Shareholder and on behalf of the
Company and approved by its Board of Directors.
5.
GOVERNING LAW
This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York, without regard to principles of conflict
of laws.
6.
ARBITRATION
Any
controversies or claims arising out of or relating to this Agreement shall be
fully and finally settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the “AAA Rules”),
conducted by one arbitrator either mutually agreed upon by the parties or chosen
in accordance with the AAA Rules, except that the parties thereto shall have any
right to discovery as would be permitted by the Federal Rules of Civil Procedure
for a period of 90 days following the commencement of such arbitration, and the
arbitrator thereof shall resolve any dispute which arises in connection with
such discovery. Arbitration proceedings shall be conducted in New York, New
York.
7.
NOTICES
All
notices, demands or other communications desired or required to be given by any
party to any other party hereto shall be in writing and shall be deemed
effectively given upon (a)
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personal
delivery to the party to be notified, (b) upon confirmation of receipt of
telecopy or other electronic facsimile transmission, (c) one business day after
deposit with a reputable overnight courier, prepaid for priority overnight
delivery and addressed as set forth in (d), or (d) five days after deposit with
the United States Post Office, postage prepaid, and addressed as follows: (i) if
to Shareholder, to ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at the
address and facsimile number of the Company’s then current executive offices;
(ii) if to the Company, at the address and facsimile number of the Company’s
then current executive offices; or (iii) to such other addresses and to the
attention of such other individuals as any party shall have designated to the
other parties by notice given in the foregoing manner.
8.
SEVERABILITY
If one or
more provisions of this Agreement are held to be unenforceable under applicable
law, such provisions shall be excluded from this Agreement and the balance of
this Agreement shall be interpreted as if such provisions were so excluded and
shall be enforceable in accordance with its terms.
9.
ENTIRE AGREEMENT
This
Agreement constitutes the full and entire understanding and agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements with respect to the subject matter hereof.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
| VENUS BEAUTY SUPPLY, INC. | ||
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
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| ▇▇▇▇▇ ▇▇▇▇▇▇, President | ||
| ▇▇▇▇▇▇▇ PARTNERS LTD. | ||
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| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
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▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Managing Partner | ||
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EXHIBIT
A
NOTE
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