WARRANT PURCHASE AGREEMENT
Exhibit
10.1
This
Warrant Purchase Agreement (this "Agreement")
is
made and entered into as of the 5th day of June, 2007, by and between Cyberlux
Corporation, a Nevada corporation, (“Purchaser”)
AJW
Offshore, LTD, AJW Partners, LLC, AJW Qualified Partners, LLC, New Millenium
Capital Partners II, LLC. (collectively the “Sellers”),
All
of the foregoing collectively referred to as the “Parties.”
WHEREAS,
each
Seller owns warrants entitling such Seller to purchase that number of shares
of
Common Stock of the Purchaser, set forth opposite such Seller's name in
Exhibit
A
(collectively the “Warrant
Stock”);
WHEREAS,
Sellers
desire to sell the Warrants to the Purchaser, pursuant to the terms and
conditions contained herein;
WHEREAS,
the
purchase price for the Warrants will be $150,000 (the "Warrant
Purchase Price”);
NOW
THEREFORE,
in
consideration of the mutual covenants, agreements, conditions, representations,
and warranties contained in this Agreement, the Purchaser and each Seller hereby
agree as follows:
1.
PURCHASE
AND SALE OF WARRANTS.
(a)
Subject to the terms and conditions of this Agreement, at the Closing (as
defined below, each seller hereby agrees to sell to Purchaser and the Purchaser
hereby agrees to purchase from each Seller, all right, title and interest in
and
to the Warrants in consideration for the Warrant Purchase Price.
(b)
Subject to all the terms and conditions of this Agreement, in payment for the
Warrants, Purchaser shall deliver to each Seller at the Closing, by means of
a
bank wire transfer, the amount indicated on Exhibit A set opposite the name
of
each Seller.
This consideration shall be payment in full for all of the
Warrants.
(c)
The
purchase and sale of the Warrants shall be held at the offices of the Xxxx
X.
Xxxxx, Attorney at Law, 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx 00000 within
two
business days of the execution hereof (the “Closing Date”) , or at such other
place, time and date as Sellers and Purchaser shall mutually agree. At the
Closing, the Sellers shall deliver to Purchaser, the certificates representing
the Warrants, and Purchaser shall deliver to the Sellers the Warrant Purchase
Price to the escrow account of Xxxx X. Xxxxx, Attorney at Law in order to
complete the transaction.
2.
REPRESENTATIONS
AND WARRANTIES OF THE SELLERS
Each
of
the Sellers hereby represents and warrants to the Purchaser that the statements
contained in this Section 2 are correct and complete as of the date of this
Agreement and shall correct and complete as of the Closing Date with respect
to
each of the Sellers as follows:
2.1
AUTHORIZATION
OF TRANSACTIONS.
Seller
has full power and authority to execute and deliver this Agreement and to
perform execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of Each Seller, enforceable in accordance with its terms and conditions. Seller
need not give any notice to, make any filing with, or obtain, any authorization,
consent or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.
2.2
WARRANTS.
The
Sellers hold of record and own beneficially the Warrants for the number of
shares of common stock purchasable under the Warrants, set forth opposite such
Seller’s name in Exhibit A, free and clear of any restrictions on transfer
(other than restrictions under the Securities Act and State securities laws),
taxes, security interests, purchase rights, contracts, commitments, claims,
liens, charges, pledges, encumbrances and demands of any kind or nature
whatsoever.
3.
REPRESENTATIONS
AND WARRANTIES OF PURCHASER
The
Purchaser represents and warrants to the Sellers that the, statements contained
in the Section 3 are correct and complete as of the date hereof and will correct
and complete as of the Closing Date as follows:
AUTHORITY.
The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. The purchaser has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby and thereby. All corporate acts and other
proceedings required to be taken by the Purchaser to authorize the execution,
delivery and performance of the Agreement and the consummation of the
transactions contemplated hereby and thereby have been duly and properly taken.
This Agreement has been duly executed and delivered by the Purchaser and
constitutes a valid and binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its terms.
4.
CONDITIONS
OF CLOSING.
4.1
The
following shall be conditions precedent to the Purchaser's obligations
hereunder, and shall be accomplished at or before the Closing:
(a)
the
representations and warranties set forth in Section 2 above shall be true and
correct in all material respects at and as of the Closing Date;
(b)
execution and delivery of this Agreement by the Sellers; and
(c)
assignment and delivery of the Warrant Stock to the Purchaser.
4.2
The
following shall be conditions precedent to the Sellers’ obligations hereunder,
and shall be accomplished on or before the Closing:
(a)
the
representations and warranties set forth in Section 3 above shall be true and
correct in all material respects at and as of the Closing Date; and
(b)
execution and delivery of this Agreement by the Purchaser; and
(c)
payment of the Warrant Purchase Price to the Sellers by the
Purchaser.
5.
MISCELLANEOUS
PROVISIONS.
5.1 MODIFICATIONS
AND WAIVERS.
This
Agreement may not be amended or modified, nor may the rights of any party
hereunder be waived, except by a written document that is executed by the
Parties.
5.2 NOTICES.
Any
notice, request, consent, or other communication hereunder shall be in writing,
and shall be sent by one of the following means: (i) by registered or certified
first class mail, postage prepaid; (ii) by facsimile transmission; (iii) by
reputable overnight courier service; or (iv) by personal delivery, and shall
be
properly addressed as follows:
If
to the Purchaser, to:
|
Cyberlux
Corporation
|
0000
Xxxxxxxxxx Xxxxx
|
|
Xxxxx
000
|
|
Xxxxxx,
XX 00000
|
|
Attention:
Xxxxxx X. Xxxxx
|
|
Chief
Executive Officer
|
|
Facsimile:
(000) 000-0000
|
|
If to the Sellers, to: | To each Seller as set forth on Exhibit A |
or
to
such other address or addresses as the Sellers or Purchaser shall hereafter
designate to the other party in writing
5.3 ENTIRE
AGREEMENT.
This
Agreement, including the Exhibits hereto, constitutes the entire agreement
between the Parties hereto in relation to the matters contemplated hereby.
Any
prior written or oral negotiations, correspondence, or understandings relating
to the matters contemplated hereby shall be superseded by this Agreement and
shall have no force or effect.
5.4 FURTHER
ASSURANCES.
Each
Party hereby agrees to take all actions, and execute all documents and
instruments as either Party deems reasonably necessary or appropriate to give
effect to this Agreement.
5.5
SEVERABILITY.
If any
provision which is not essential to the effectuation of the basic purpose of
the
Agreement is determined by a court of competent jurisdiction to be invalid
and
contrary to any existing or future law, such invalidity shall not impair the
operation of the remaining provisions of this Agreement’
5.6 HEADINGS.
The
headings of the Sections of this Agreement are inserted for convenience of
reference only and shall not affect the construction or interpretation of any
provisions hereof.
5.7
COUNTERPARTS.
This
Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument.
5.8 GOVERNING
LAW.
This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Nevada without regard to the law of conflict of laws.
(Signature
page follows)
IN
WITNESS WHEREOF,
the
undersigned Purchaser and the Sellers have caused this Agreement to be duly
executed as of the date first above written.
CYBERLUX
CORPORATION
/s/
XXXXXX X. XXXXX
Xxxxxx
X.
Xxxxx
Chief
Executive Officer
AJW
PARTNERS, LLC
By:
SMS
Group, LLC
/s/
XXXXX X. XXXXXXXX
Xxxxx
X.
Xxxxxxxx
Manager
AJW
OFFSHORE, LTD.
By:
First
Street Manager II, LLC
/s/
XXXXX X. XXXXXXXX
Xxxxx
X.
Xxxxxxxx
Manager
AJW
QUALIFIED PARTNERS, LLC
By:
AJW
Manager, LLC
/s/
XXXXX X. XXXXXXXX
Xxxxx
X.
Xxxxxxxx
Manager
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
By:
First
Street Manager II, LLP
/s/
XXXXX X. XXXXXXXX
Xxxxx
X.
Xxxxxxxx
Manager
EXHIBIT
A
AJW
PARTNERS, LLC
RESIDENCE: | Delaware |
ADDRESS:
|
0000
Xxxxxxxx Xxxxxxxxx
|
Xxxxx
000
|
|
Xxxxxx,
Xxx Xxxx 00000
|
|
Facsimile:
(000) 000-0000
|
|
Telephone:
(000) 000-0000
|
Number
of Warrants:
|
6,724,500
|
|||
Aggregate
Sale Price
|
$
|
15,000
|
AJW
OFFSHORE, LTD
RESIDENCE:
|
Cayman
Islands
|
ADDRESS:
|
AJW
Offshore, Ltd.
|
X.X.
Xxx 00000 XXX
|
|
Xxxxx
Xxxxxx, Xxxxxx Xxxxxx, B.W.I.
|
Number
of Warrants:
|
40,043,300
|
|||
Aggregate
Sale Price
|
$
|
88,
500
|
AJW
QUALIFIED PARTNERS, LLC
RESIDENCE: | New York |
ADDRESS:
|
0000
Xxxxxxxx Xxxxxxxxx
|
Xxxxx
000
|
|
Xxxxxx,
Xxx Xxxx 00000
|
|
Facsimile:
(000) 000-0000
|
|
Telephone:
(000) 000-0000
|
Number
of Warrants:
|
20,167,200
|
|||
Aggregate
Sale Price
|
$
|
45,000
|
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
RESIDENCE:
|
New
York
|
ADDRESS:
|
0000
Xxxxxxxx Xxxxxxxxx
|
Xxxxx
000
|
|
Xxxxxx,
Xxx Xxxx 00000
|
|
Facsimile:
(000) 000-0000
|
|
Telephone:
(000) 000-0000
|
Number
of Warrants:
|
815,000
|
|||
Aggregate
Sale Price;
|
$
|
1,500
|