Attached files
Exhibit 10.1
GLOBAL EQUITY INTERNATIONAL, INC.
SECURITIES PURCHASE AGREEMENT
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Common Stock
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CONFIDENTIAL
NOTICE TO OFFEREES
THE RECIPIENT OF THIS SECURITIES PURCHASE AGREEMENT HAS REQUESTED THAT
GLOBAL EQUITY INTERNATIONAL, INC. (THE "COMPANY") PROVIDE THE RECIPIENT WITH A
COPY OF THIS SECURITIES PURCHASE AGREEMENT. THIS SECURITIES PURCHASE AGREEMENT
IS BEING PROVIDED TO THE RECIPIENT BASED ON THE RECIPIENT'S PRIOR EXPRESS
AGREEMENT TO KEEP THE INFORMATION CONTAINED IN THIS SECURITIES PURCHASE
AGREEMENT CONFIDENTIAL. BY ACCEPTING RECEIPT OF THIS SECURITIES PURCHASE
AGREEMENT, THE RECIPIENT ACKNOWLEDGES AND AGREES THAT THE SECURITIES PURCHASE
AGREEMENT HAS BEEN FURNISHED TO RECIPIENT ON A CONFIDENTIAL BASIS SOLELY FOR THE
PURPOSE OF ENABLING THE RECIPIENT TO EVALUATE THE COMPANY, THE RECIPIENT MAY NOT
DISTRIBUTE THIS SECURITIES PURCHASE AGREEMENT TO ANYONE WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, AND THE RECIPIENT WILL NOT REPRODUCE OR
REDISTRIBUTE THIS SECURITIES PURCHASE AGREEMENT, IN WHOLE OR IN PART, OR
DISCLOSE, DIRECTLY OR INDIRECTLY, ANY OF THE CONTENTS OF THIS SECURITIES
PURCHASE AGREEMENT TO ANYONE WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE
AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES ARE BEING SOLD FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW
TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED
FOR RESALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND EFFECTIVE REGISTRATION OR QUALIFICATION UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR THE AVAILABILITY OF AN
EXEMPTION THEREFROM.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS SECURITIES PURCHASE AGREEMENT OR ANY OF THE OTHER OFFERING
DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is entered into by and
between GLOBAL EQUITY INTERNATIONAL, INC., a Nevada corporation, whose address
is 28 Level, Al Habtoor Business Tower, P.O. Box 28905, Dubai Marina, Dubai, UAE
("Company"), and CANDELARA HOLDINGS LIMITED, a company domiciled in the Chanel
Islands and whose address is Noble House, Les Baissieres, St. Peter Port,
Guernsey, GY1 2UE ("Purchaser").
RECITALS:
WHEREAS, Purchaser desires to purchase, and the Company desires to sell,
shares of the Company's common stock on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises and
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1. The Offering.
(a) Private Offering. The securities offered hereby are being offered in a
private offering ("Offering") of up to U.S. $1,300,000 worth of shares
("Shares") of common stock, $.001 par value per share ("Common Stock"). This
Agreement, the Term Sheet and the Company's filings in the U.S. Securities and
Exchange Commission's EDGAR database are hereinafter sometimes referred to
collectively as the "Offering Documents." All references to "dollar" or "$" are
references to U.S. Dollars.
(b) Use of Proceeds. Assuming all of the Shares in the Offering are sold,
the aggregate gross proceeds to the Company will be approximately $1,300,000.
The Company intends to use the proceeds for general working capital purposes.
2. Sale and Purchase of Shares.
(a) Sale and Purchase of Shares; Option to Purchase Additional Shares.
Subject to the terms and conditions hereof, the Company agrees to sell, and
Purchaser subscribes for and agrees to purchase, the 916,667 Shares at a
purchase price of $.60 per Share. The aggregate purchase price for the Shares
shall be $550,000 ("Purchase Price") and shall be payable by wire transfer in
the three tranches, on or before the dates below, as follows:
February 28, 2013 $ 10,000
March 31, 2013 $100,000
April 30, 2013 $440,000
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Subject to the terms and conditions hereof, in the event that the Purchaser
has fully funded its $550,000 commitment on or before April 30, 2013, the
Purchaser shall have the option ("Option") to purchase an additional $750,000
worth of Shares ("Option Shares") at a price per share equal to $.90 per share
or 60% of the average closing price of the Company's Common Stock during the ten
(10) trading days immediately prior to the Purchaser's written notification to
the Company of Purchaser's intent to exercise its Option. The terms and
conditions of the Option exercise (i.e., payment schedule) shall be mutually
agreed to by the parties in writing prior to the exercise of the Option.
(b) Subscription Procedure. In order to purchase the initial 916,667
Shares, Purchaser shall deliver to the Company, at its principal executive
office: (i) one completed and duly executed copy of this Agreement; and (ii)
remit wire transfers on the dates and in the amounts set forth under
subparagraph (a), above. Execution and delivery of this Agreement shall
constitute a subscription for 916,667 Shares, payment for which shall be made in
accordance with subparagraph (a), above; however, in the event that the
Purchaser purchases less than 916,667 Shares, the Purchaser shall have no
further obligation to purchase the remainder of the Shares. In order to purchase
the Option Shares, Purchaser shall and the Company shall execute an addendum to
this Agreement ("Addendum") setting forth the terms and conditions of the Option
exercise, and the Purchaser shall deliver to the Company, at its principal
executive office: (i) one completed and duly executed copy of the Addendum; and
(ii) remit wire transfers on the dates and in the amounts set forth in the
Addendum.
(c) Certificate Issuances. The Company shall issue stock certificates
registered in the name of the Purchaser within five (5) business days after
receipt of the funds described in subparagraph (a), above, and/or in the
Addendum.
(d) Registration Rights. In the event that the Purchaser completes the
purchase of at least the 166,667 shares ($100,000 worth of Shares) on or before
April 30, 2013, the Company shall file a Form S-1 registration statement with
the U.S. Securities and Exchange Commission ("SEC") on or about May 9, 2013,
covering the resale of the Shares purchased and any additional shares issuable
to the Purchaser upon exercise of the Option. The Company shall use its best
efforts to have the Form S-1 declared effective by the SEC on or before July 31,
2013.
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants to the Company as follows:
(a) Organization and Qualification.
(i) Purchaser is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, with the corporate or other
entity power and authority to own and operate its business as presently
conducted. Neither the Purchaser nor any of its officers, directors, managers or
shareholders is a citizen or resident of the United States of America.
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(b) Authority; Validity and Effect of Agreement.
(i) Purchaser has the requisite corporate or other entity power and
authority to execute and deliver this Agreement and perform its obligations
under this Agreement. The execution and delivery of this Agreement by Purchaser,
the performance by Purchaser of its obligations hereunder and all other
necessary corporate or other entity action on the part of Purchaser have been
duly authorized by its board of directors or similar governing body, and/or
shareholders or similar interest holders, if necessary, and no other corporate
or other entity proceedings on the part of Purchaser is necessary for Purchaser
to execute and deliver this Agreement and perform its obligations hereunder.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by Purchaser and, assuming it has been duly and validly executed and
delivered by the Company, constitutes a legal, valid and binding obligation of
Purchaser, in accordance with its terms.
(c) No Conflict; Required Filings and Consents. Neither the execution and
delivery of this Agreement by Purchaser nor the performance by Purchaser of its
obligations hereunder will: (i) conflict with Purchaser's articles of
incorporation or bylaws, or other similar organizational documents; (ii) violate
any statute, law, ordinance, rule or regulation, applicable to Purchaser or any
of the properties or assets of Purchaser; or (iii) violate, breach, be in
conflict with or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or permit the termination of
any provision of, or result in the termination of, the acceleration of the
maturity of, or the acceleration of the performance of any obligation of
Purchaser under, or result in the creation or imposition of any lien upon any
properties, assets or business of Purchaser under, any material contract or any
order, judgment or decree to which Purchaser is a party or by which it or any of
its assets or properties is bound or encumbered except, in the case of clauses
(ii) and (iii), for such violations, breaches, conflicts, defaults or other
occurrences which, individually or in the aggregate, would not have a material
adverse effect on its obligation to perform its covenants under this Agreement.
(d) Accredited Investor. Purchaser is an "accredited investor" as that term
is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act"). Purchaser was not formed for the specific
purpose of acquiring the Shares, and, if it was, all of Purchaser's equity
owners are "accredited investors" as defined above.
(e) No Government Review. Purchaser understands that neither the United
States Securities and Exchange Commission ("SEC") nor any securities commission
or other governmental authority of any state, country or other jurisdiction has
approved the issuance of the Shares or passed upon or endorsed the merits of the
Shares or the Offering Documents, or confirmed the accuracy of, determined the
adequacy of, or reviewed the Offering Documents.
(f) Investment Intent. The Shares are being acquired for the Purchaser's
own account for investment purposes only, not as a nominee or agent and not with
a view to the resale or distribution of any part thereof, and Purchaser has no
present intention of selling, granting any participation in or otherwise
distributing the same. By executing this Agreement, Purchaser further represents
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that Purchaser does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participation to such person or third
person with respect to any of the Securities.
(g) Restrictions on Transfer. Purchaser understands that the Securities are
"restricted securities" as such term is defined in Rule 144 under the Securities
Act and have not been registered under the Securities Act or registered or
qualified under any state securities law, and may not be, directly or
indirectly, sold, transferred, offered for sale, pledged, hypothecated or
otherwise disposed of without registration under the Securities Act and
registration or qualification under applicable state securities laws or the
availability of an exemption therefrom. In any case where such an exemption is
relied upon by Purchaser from the registration requirements of the Securities
Act and the registration or qualification requirements of such state securities
laws, Purchaser shall furnish the Company with an opinion of counsel stating
that the proposed sale or other disposition of such securities may be effected
without registration under the Securities Act and will not result in any
violation of any applicable state securities laws relating to the registration
or qualification of securities for sale, such counsel and opinion to be
satisfactory to the Company. Purchaser acknowledges that it is able to bear the
economic risks of an investment in the Shares for an indefinite period of time,
and that its overall commitment to investments that are not readily marketable
is not disproportionate to its net worth.
(h) Investment Experience. Purchaser has such knowledge, sophistication and
experience in financial, tax and business matters in general, and investments in
securities in particular, that it is capable of evaluating the merits and risks
of this investment in the Shares, and Purchaser has made such investigations in
connection herewith as it deemed necessary or desirable so as to make an
informed investment decision without relying upon the Company for legal or tax
advice related to this investment. In making its decision to acquire the Shares,
Purchaser has not relied upon any information other than information contained
in the Offering Documents.
(i) Access to Information. Purchaser acknowledges that it has had access to
and has reviewed all documents and records relating to the Company, including
but not limited to the Company's filings with the SEC, that it has deemed
necessary in order to make an informed investment decision with respect to the
Shares. Purchaser acknowledges that the Company may concurrently issue
securities that are identical to or different from the Shares for a purchase
price consisting of cash, services or other consideration that may be materially
different from the purchase price of the Shares and that such securities may
have rights, preferences and privileges senior to those of the Shares. Purchaser
acknowledges that it has had the opportunity to ask representatives of the
Company certain questions and request certain additional information regarding
the terms and conditions of such investment and the finances, operations,
business and prospects of the Company, that it has had any and all such
questions and requests answered to its satisfaction, and that it understands the
risks and other considerations relating to its investment in the Shares.
(j) Reliance on Representations. Purchaser understands that the Shares are
being offered and sold to it in reliance upon specific exemptions from the
registration requirements of the federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and such Purchaser's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the
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availability of such exemptions and the eligibility of such Purchaser to acquire
the Shares. Purchaser represents and warrants to the Company that any
information that Purchaser has heretofore furnished or furnishes herewith to the
Company is complete and accurate, and further represents and warrants that it
will notify and supply corrective information to the Company immediately upon
the occurrence of any change therein occurring prior to the Company's issuance
of the Shares. Within five (5) days after receipt of a request from the Company,
Purchaser will provide such information and deliver such documents as may
reasonably be necessary to comply with any and all laws and regulations to which
the Company is subject.
(k) No General Solicitation. Purchaser is unaware of, and in deciding to
purchase the Shares is in no way relying upon, and did not become aware of
opportunity to purchase the Shares through or as a result of, any form of
general solicitation or general advertising including, without limitation, any
article, notice, advertisement or other communication published in any
newspaper, magazine or similar media, or broadcast over television or radio or
the internet, in connection with the Offering.
(l) Legends. The certificates and agreements evidencing the Securities
shall have endorsed thereon the following legend (and appropriate notations
thereof will be made in the Company's stock transfer books), and stop transfer
instructions reflecting these restrictions on transfer will be placed with the
transfer agent of the Shares:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("ACT") AND ARE "RESTRICTED SECURITIES" AS
DEFINED UNDER REGULATION S OF THE ACT AND CANNOT BE TRADED IN THE UNITED STATES
FOR A PERIOD OF 12 MONTHS FROM THE DATE OF ISSUE, UNLESS THEY ARE SOLD PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS, AND REQUIRE WRITTEN RELEASE FROM EITHER THE ISSUING
COMPANY OR ITS ATTORNEY PRIOR TO LEGEND REMOVAL."
(m) Placement and Finder's Fees. No agent, broker, investment banker,
finder, financial advisor or other person acting on behalf of Purchaser or under
its authority is or will be entitled to any broker's or finder's fee or any
other commission or similar fee, directly or indirectly, in connection with the
Offering, and no person is entitled to any fee or commission or like payment in
respect thereof based in any way on agreements, arrangements or understanding
made by or on behalf of Purchaser.
4. Representations and Warranties of the Company. The Company represents and
warrants to Purchaser as follows:
(a) Organization and Qualification. The Company is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, with the corporate power and authority to own and operate its
business as presently conducted, except where the failure to be or have any of
the foregoing would not have a material adverse effect on the Company. The
Company is duly qualified as a foreign corporation or other entity to do
business and is in good standing in each jurisdiction where the character of its
properties owned or held under lease or the nature of their activities makes
such qualification necessary, except for such failures to be so qualified or in
good standing as would not have a material adverse effect on the Company.
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(b) Authority; Validity and Effect of Agreement.
(i) The Company has the requisite corporate power and authority to
execute and deliver this Agreement, perform its obligations under this
Agreement, and engage in the Offering. The execution and delivery of this
Agreement by the Company, the performance by the Company of its obligations
hereunder, the Offering and all other necessary corporate action on the part of
the Company have been duly authorized by its board of directors, and no other
corporate proceedings on the part of the Company is necessary to authorize this
Agreement or the Offering. This Agreement has been duly and validly executed and
delivered by the Company and, assuming that it has been duly authorized,
executed and delivered by Purchaser, constitutes a legal, valid and binding
obligation of the Company, in accordance with its terms, subject to the effects
of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.
(ii) The Shares have been duly authorized and, when issued and paid
for in accordance with this Agreement, will be validly issued, fully paid and
non-assessable shares of Common Stock with no personal liability resulting
solely from the ownership of such shares and will be free and clear of all
liens, charges, restrictions, claims and encumbrances imposed by or through the
Company.
(c) No Conflict; Required Filings and Consents. Neither the execution and
delivery of this Agreement by the Company nor the performance by the Company of
its obligations hereunder will: (i) conflict with the Company's Articles of
Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or
regulation, applicable to the Company or any of the properties or assets of the
Company; or (iii) violate, breach, be in conflict with or constitute a default
(or an event which, with notice or lapse of time or both, would constitute a
default) under, or permit the termination of any provision of, or result in the
termination of, the acceleration of the maturity of, or the acceleration of the
performance of any obligation of the Company, or result in the creation or
imposition of any lien upon any properties, assets or business of the Company
under, any material contract or any order, judgment or decree to which the
Company is a party or by which it or any of its assets or properties is bound or
encumbered except, in the case of clauses (ii) and (iii), for such violations,
breaches, conflicts, defaults or other occurrences which, individually or in the
aggregate, would not have a material adverse effect on its obligation to perform
its covenants under this Agreement; and
(d) Placement and Finder's Fees. Neither the Company nor any of its
respective officers, directors, employees or managers, has employed any broker,
finder, advisor or consultant, or incurred any liability for any investment
banking fees, brokerage fees, commissions or finders' fees, advisory fees or
consulting fees in connection with the Offering for which the Company has or
could have any liability.
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5. Indemnification. Purchaser agrees to indemnify, defend and hold harmless the
Company and its respective affiliates and agents from and against any and all
demands, claims, actions or causes of action, judgments, assessments, losses,
liabilities, damages or penalties and reasonable attorneys' fees and related
disbursements incurred by the Company that arise out of or result from a breach
of any representations or warranties made by Purchaser herein, and Purchaser
agrees that in the event of any breach of any representations or warranties made
by Purchaser herein, the Company may, at its option, forthwith rescind the sale
of the Shares to Purchaser.
6. Entire Agreement. This Agreement contains the entire agreement between the
parties and supersedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereto, and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, guarantees or covenants except as specifically set
forth in this Agreement. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
7. Amendment and Modification. This Agreement may not be amended, modified or
supplemented except by an instrument or instruments in writing signed by the
party against whom enforcement of any such amendment, modification or supplement
is sought.
8. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
provided, however, that no party hereto may assign its rights or delegate its
obligations under this Agreement without the express prior written consent of
the other party hereto. Except as provided in Section 5, nothing in this
Agreement is intended to confer upon any person not a party hereto (and their
successors and assigns) any rights, remedies, obligations or liabilities under
or by reason of this Agreement.
9. Headings; Definitions. The Section headings contained in this Agreement are
inserted for convenience of reference only and will not affect the meaning or
interpretation of this Agreement. All references to Sections contained herein
mean Sections of this Agreement unless otherwise stated. All capitalized terms
defined herein are equally applicable to both the singular and plural forms of
such terms.
10. Severability. If any provision of this Agreement or the application thereof
to any person or circumstance is held to be invalid or unenforceable to any
extent, the remainder of this Agreement shall remain in full force and effect
and shall be reformed to render the Agreement valid and enforceable while
reflecting to the greatest extent permissible the intent of the parties hereto.
11. Notices. All notices hereunder shall be sufficiently given for all purposes
hereunder if in writing and delivered personally, sent by documented overnight
delivery service or, to the extent receipt is confirmed, telecopy, telefax or
other electronic transmission service to the appropriate address of the parties
set forth above.
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12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
13. Counterparts. This Agreement may be executed and delivered by facsimile in
two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have
fully executed this Agreement as of the later of the dates set forth below.
PURCHASER
Date: February 15, 2013 CANDELARA HOLDINGS LIMITED
By: /s/ James Turian
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Name: James Turian
Title: CEO
Date: February 14, 2013 GLOBAL EQUITY INTERNATIONAL, INC.
By: /s/ Enzo Taddei
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Name: Enzo Taddei
Title: CFO
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