NOTE PURCHASE AGREEMENT
Exhibit
10.1
THIS
NOTE PURCHASE AGREEMENT,
dated
as of August 16, 2007, is entered into by and between PSPP HOLDINGS, INC.,
a
Nevada corporation, with headquarters located at 0000 Xxxxx Xxxx Xxxxxxxxx,
Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 (the “Company”), and Xxxx Xxxxxxxx
(the “Payee”).
WITNESSETH:
WHEREAS,
the
Payee wishes for the Company to execute and deliver a secured promissory note
in
the amount as setforth in the Note, in favor of the Payee in the form attached
hereto as Exhibit A (the “Note”);
WHEREAS,
in
order to induce the Company to execute and deliver the Note, the Payee desires
to enter into this Note Purchase Agreement and make the representations and
warranties to the Company contained herein.
NOW
THEREFORE,
in
consideration of the premises and representations contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
AGREEMENT
TO ISSUE; INVALIDITY OF NOTE; THIRD-PARTY BENEFICIARY.
(a)
Note
Issuance.
The
Company agrees to execute and deliver the Note in consideration for, and
subject
to, the representations and warranties made by Payee below as well as the
Payee’s covenants set forth in the Note.
(b)
Invalidity of Note.
The Note
shall be of no force and effect if any of such representations and warranties
is
found to be materially inaccurate at anytime on or before the maturity date
of
the Note.
(c)
Third-Party Beneficiary. The
parties hereto intend that the Xxxxxx Family Limited Partnership be a
third-party beneficiary of this Note Purchase Agreement.
2.
REPRESENTATIONS
AND WARRANTIES OF THE PAYEE.
The
Payee
represents and warrants to the Company that:
(a)
The Series A Preferred Stock.
The
1,000,000 shares of Series A preferred stock (the “Series A Preferred Shares”)
that the Company agreed to issue to the Xxxxxx Family Limited Partnership as
partial consideration for eSafe, Inc. are duly authorized and, when issued
to
the Xxxxxx Family Limited Partnership, will be duly and validly issued, fully
paid and non-assessable. The Company’s board of directors previously passed a
resolution resolving that the 1,000,000 shares of Series A Preferred Shares
include the rights of conversion into 51% of the Company’s outstanding common
stock as of the date executed. The Series A Preferred Shares constitute all
of
the authorized Series A preferred stock. There is no other series of Company
preferred stock or any other security of the Company, other than the Note
contemplated hereby, that has any rights senior to the Series A Preferred Stock.
(b)
Reporting Company Status.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and has the requisite corporate power
to
own its properties and to carry on its business as now being conducted. The
Company is duly qualified as a foreign corporation to do business and is in
good
standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary other than those
jurisdictions in which the failure to so qualify would not have a material
and
adverse effect on the business, operations, properties, prospects or condition
(financial or otherwise) of the Company. The Company has registered its common
stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and the common stock is quoted on the Over-the-Counter
Bulletin Board.
(c)
SEC Documents, Financial Statements.
The
common stock of the Company is registered pursuant to Section 12(g) of the
Exchange Act and the Company has filed on a timely basis all reports, schedules,
forms, statements and other documents required to be filed by it with the
Securities and Exchange Commission pursuant to the reporting requirements of
the
Exchange Act, including material filed pursuant to Section 13(a) or 15(d) (all
of the foregoing including filings incorporated by reference therein being
referred to herein as the "SEC Documents").
As
of
their respective dates, the SEC Documents complied in all material respects
with
the requirements of the Act or the Exchange Act as the case may be and the
rules
and regulations of the SEC promulgated thereunder and other federal, state
and
local laws, rules and regulations applicable to such SEC Documents, and none
of
the SEC Documents contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order
to
make the statements therein, in light of the circumstances under which they
were
made, not misleading. The financial statements of the Company included in the
SEC Documents comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC
or
other applicable rules and regulations with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except
(i)
as may be otherwise indicated in such financial statements or the notes thereto
or (ii) in the case of unaudited interim statements, to the extent they may
not
include footnotes or may be condensed or summary statements) and fairly present
in all material respects the financial position of the Company as of the dates
thereof and the results of operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).
(d)
Rule 144 Sales of PSPP Stock. No shares of PSPP common stock have been sold
pursuant to Rule 144 of the Rules and Regulations promulgated under the
Securities Act of 1933 in a manner or amount that violated any of the provisions
of Rule 144.
2
(e)
Absence of Certain Changes.
Since
March 31, 2007, there has been no material adverse change and no material
adverse development in the business, properties, operations, financial
condition, or results of operations of the Company.
(f)
Full Disclosure.
There is
no fact known to the Payee (other than general economic conditions known to
the
public generally) or as disclosed in the documents referred to in Section 2(c),
that has not been disclosed in writing to the Company that (i) would reasonably
be expected to have a material adverse effect on the business or financial
condition of the Company or (ii) would reasonably be expected to materially
and
adversely affect the ability of the Company to perform its obligations pursuant
to this Agreement.
3.
GOVERNING
LAW: MISCELLANEOUS.
This
Agreement shall be governed by and interpreted in accordance with the laws
of
the State of Nevada. The parties hereto agree that any action arising under
or
relating to this Agreement shall lie within the exclusive jurisdiction of the
state and federal courts located in Xxxxx County of the State of Nevada. Payee
agrees not to commence any action arising under or relating to this agreement
in
any other jurisdiction. A facsimile transmission of this signed Agreement shall
be legal and binding on all parties hereto. This Agreement may be signed in
one
or more counterparts, each of which shall be deemed an original. The headings
of
this Agreement are for convenience of reference and shall not form part of,
or
affect the interpretation of, this Agreement. This Agreement may be amended
only
by an instrument in writing signed by the party to be charged with enforcement.
This Agreement contains the entire agreement of the parties with respect to
the
subject matter hereto, superceding all prior agreements, understandings or
discussions.
4.
NOTICES.
Any
notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be deemed effectively given, (i) on the
date delivered, (a) by personal delivery, or (b) if advance copy is given by
fax, (ii) seven business days after deposit in the United States Postal Service
by regular or certified mail, or (iii) three business days mailing by
international express courier, with postage and fees prepaid, addressed to
each
of the other parties thereunto entitled at the following addresses, or at such
other addresses as a party may designate by ten days advance written notice
to
each of the other parties hereto.
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COMPANY:
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PSPP
HOLDINGS, INC.
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0000
Xxxxx Xxxx Xxxx., Xxxxx 000
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Xxxxx
Xxxxxx, XX 00000
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Attention:
Xxxxx Xxxxxx
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Telecopier
No.: (____) _________
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PAYEE::
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XXXX
XXXXXXXX
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Telecopier
No.:
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5.
SUCCESSORS
AND ASSIGNS.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
3
IN
WITNESS WHEREOF,
the
Company and the Payee have caused this Agreement to be executed on the date
as
first written above.
| XXXX XXXXXXXX | |||
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By:
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Xxxxx
Xxxxxx
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Chairman
of the Board
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4
Exhibit
A
[INSERT
FINAL SECURED PROMISSORY NOTE]
