SECURITIES PURCHASE AGREEMENT
Exhibit
10.1
THIS SECURITIES PURCHASE
AGREEMENT (this “Agreement”) is made effective the 31st day of December,
2009 by and between, Prevention Xxxxxxxxx.xxx, a Nevada corporation (the
“Company”) and Paragon Capital LP, a Delaware limited partnership
(“Paragon”).
RECITAL
WHEREAS, Paragon is willing to
advance the Company seventy five thousand dollars ($75,000) for corporate
purposes, and the Company is willing to issue warrants exercisable into shares
of common stock.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing recital and the mutual promises hereinafter set
forth, and, other good and valuable consideration, the parties hereto agree as
follows:
1. Issuance of Warrants
Paragon hereby agrees to advance to the Company $75,000 (the “Advance”) for the
purpose of paying administrative expenses including making required filings with
the SEC and paying other legal expenses. The Company will execute a
warrant agreement (the “Warrant”) which is attached.
2. Authorization
(a) Corporate
Action All corporate action on the part of the Company necessary for
the sale of the warrants and warrant shares upon exercise of the Warrant and the
performance of the Company's actions
hereunder will be taken by the Company at the appropriate time prior to
exercise. This Agreement constitutes a valid and legally binding obligation of
the Company, enforceable in accordance with its terms.
(b) Valid
Issuance Upon an exercise, the warrant shares, when
transferred in compliance with the provisions of this Agreement will be duly
authorized, validly issued, fully paid and non-assessable, and will be free of
any liens or encumbrances caused or created by the Company. This
transaction is deemed to be an arms length transaction.
(c) No Preemptive Rights
Except as provided herein, no person currently has or will have any right of
first refusal or any preemptive rights in connection with the transfer of the
warrant shares upon an exercise, or any future issuance of securities by the
Company.
3. All
notices, requests and instructions hereunder shall be in writing and delivered
to each party as may from time to time be designated by a party
hereto.
4. In
the event that any term, covenant, condition, or other provision contained
herein is held to be invalid, void or otherwise unenforceable by any court of
competent jurisdiction, the invalidity of any such term, covenant, condition,
provision or agreement shall in no way affect any other term, covenant,
condition or provision or agreement contained herein, which shall remain in full
force and effect.
1
5. This
Agreement contains all of the terms agreed upon by the parties with respect to
the subject matter hereof. This Agreement has been entered into after
full investigation.
6. This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York applicable to agreements made and to be performed within the
State of New York without giving the effect to the conflict of law principals
thereof.
7. No
amendments or additions to this Agreement shall be binding unless in writing,
signed by both parties, except as herein otherwise provided.
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Please
sign below to acknowledge the acceptance of the terms of this
Agreement.
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PARAGON
CAPITAL LP
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PREVENTION
XXXXXXXXX.XXX
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By:
/s/
Xxxx Xxxxxxxxx
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By:
s/ Xxxx Xxxxxxxxx
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XXXX
XXXXXXXXX
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Managing
Member of Paragon Capital Advisors
LLC,
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General
Partner of Paragon Capital LP
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