EXHIBIT 10.1
AGREEMENT FOR PURCHASE AND SALE OF SECURITIES
This Agreement for Purchase and Sale of Securities is entered into this 10h day
of March, 2008, by and between Art Balykin ("Seller") and Crescent Liu
("Purchaser").
RECITALS
WHEREAS TAG Events Corp. is a corporation organized under the laws of the State
of Nevada in good standing (the "Corporation), which is involved in the music
event organization and promotion;
WHEREAS Seller is the sole director and the President of the Corporation and in
anticipation of the tender of his resignation as a member of the Board of
Directors and President to the Corporation to be effective March 12, 2008 (the
"Resignation"), Seller has appointed Purchaser to the Board of Directors;
WHEREAS Seller holds of record 3,000,000 shares of the common stock of the
Corporation as evidenced by share certificate no. ___ (the "Common Stock");
WHEREAS Seller and Purchaser have entered into negotiations regarding the
acquisition by the Purchaser of the 3,000,000 shares of Common Stock held of
record by Seller for an aggregate purchase price of $50,000; and
WHEREAS the parties desire to memoralize in writing the terms and provisions of
the sale and purchase of the shares of Common Stock;
NOW THEREFORE in consideration of the aforesaid recitals and mutual promises
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. SALE OF SECURITIES. Seller shall sell and Purchaser shall purchase from
Seller, free from all liabilities and encumbrances, the aggregate 3,000,000
shares of Common Stock of the Corporation in consideration for the purchase
price of $50,000.
2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents, warrants and
agrees that the following are true and correct on the date hereof:
a. Seller is the record holder of 3,000,000 shares of Common Stock with
absolute right, title and interest to such shares of Common Stock, and
that Seller is transferring the 3,000,000 shares of Common Stock to
Purchaser free of any liens, pledges, judgments or other encumbrances;
b. Seller understands that by transferring the shares of Common Stock to
Purchaser, Seller may be foregoing the possibility of substantial
appreciation with regard to the shares of Common Stock and Seller has
determined that the value of the aggregate purchase price of $50,000
is equal to the value of the aggregate 3,000,000 shares of Common
Stock, which are being sold to Purchaser as a result of arms-length
negotiations;
c. Seller is transferring the 3,000,000 shares of Common Stock pursuant
to an exemption from registration in Section 4 (1 1/2) under the
Securities Act of 1933, as amended (the "1933 Securities Act"), and
applicable exemptions from such state securities acts as may apply.
d. Seller will execute and deliver to the Corporation any document, or to
do any other act or thing, which the Corporation may reasonably
request in connection with the disposition of the shares of Common
Stock;
e. Seller understands the significance to Purchaser and to the
Corporation and its officers and directors of the above
representations and they are made with the intention that such parties
may rely upon them; and
f. Seller acknowledges that Seller understands the meaning and legal
consequences of the representations and warranties contained above and
Seller hereby agrees to indemnify and hold harmless Purchaser and the
Corporation and its respective affiliates, officers, directors,
employees and principal shareholders from and against any and all
loss, damage or liability due to or arising out of a breach of any
representation or warranty contained in this Agreement.
3. PURCHASE OF THE SECURITIES. Purchaser shall purchase from Seller, free from
all liabilities and encumbrances, the aggregate 3,000,000 shares of Common
Stock of the Corporation in consideration for the purchase price of
$50,000. The $50,000 purchase price shall be paid to Seller by certified
check or wire on March 12, 2008 (the "Closing").
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents, warrants
and agrees that the following are true and correct on the date hereof:
a. Purchaser is aware that the shares of Common Stock have not been
registered under the 1933 Securities Act nor the securities act of any
state and may not be sold, transferred for value, pledged,
hypothecated, or otherwise encumbered in the absence of an effective
registration of them under the 1933 Securities Act and/or the
securities laws of any applicable state or in the absence of an
opinion of counsel acceptable to the Corporation and/or its stock
transfer agent that such registration is not required under such act
or acts;
b. Purchaser is aware that the share certificate to be issued evidencing
the 3,000,000 shares of Common Stock purchased hereunder may include
the above-described restrictions;
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c. Purchaser acknowledges that the Seller is transferring the shares of
Common Stock pursuant to an exemption from registration under the 1933
Securities Act, and applicable exemptions from such state securities
acts;
d. Purchaser is acquiring the shares of Common Stock solely for his own
account and not on behalf of any other person;
e. Purchaser is acquiring the shares of Common Stock for investment and
not for distribution or with the intent to divide his participation
with others or reselling or otherwise distributing the shares of
Common Stock;
f. Purchaser will not sell the shares of Common Stock without
registration under the 1933 Securities Act and any applicable state
securities laws or exemption therefrom;
g. Purchaser will execute and deliver to the Corporation any document, or
do any other act or thing, which the Corporation may reasonably
request in connection with the acquisition of the shares of Common
Stock;
h. Purchaser is able to bear the economic risk of an investment in the
shares of Common Stock for an indefinite period of time, and further,
could bear a total loss of the investment and not change his financial
condition which existed at the time of such investment;
i. Purchaser acknowledges that he is acquiring 3,000,000 shares of Common
Stock from Seller, who is deemed an affiliate of the Corporation, and
that the 3,000,000 shares of Common Stock will be deemed "restricted"
and the holding period in Rule 144 under the 1933 Act Securities will
commence for Purchaser as of the date of this Agreement;
j. Purchaser understands the significance to Seller and the Corporation
and its officers and directors of the above representations and they
are made with the intention that such parties may rely upon them; and
k. Purchaser acknowledges that he understands the meaning and legal
consequences of the representations and warranties contained above and
he hereby agrees to indemnify and hold harmless Seller and the
Corporation and its respective affiliates, officers, directors and
employees from and against any and all loss, damage or liability due
to or arising out of a breach of any representation or warranty of his
contained in this Agreement.
5. CLOSING. The Closing shall take place at the offices of the Corporation on
March 12, 2008 at 10:00 a.m. The parties hereto agree to execute any and
all documents that may be necessary to carry out the terms of this
Agreement. At the time of Closing: (i) Seller shall tender to Purchaser
share certificate no. ____ evidencing an aggregate of 3,000,000 shares of
Common Stock of the Corporation; (ii) Purchaser shall tender to Seller a
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certified check or wire transfer in the aggregate amount of $50,000; and
(iii) Seller shall tender his Resignation to the Corporation effective as
of March 12, 2008.
6. GOVERNING LAW. This Agreement shall be construed in accordance with Nevada
law. This Agreement shall be effective as of the date first above written
and shall be binding upon and inure to the benefit of the parties hereto
and their respective successors.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
dates indicated below to be effective as of the day and year set forth above.
The parties hereto acknowledge that this Agreement may be executed in
counterpart.
SELLER:
Date: March __, 2008 _______________________________
Art Balykin
PURCHASER:
Date: March __, 2008 _______________________________
Crescent Liu
Acknowledged by:
TAG Events Corp.
By:_____________________________
President
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