SECURITIES PURCHASE AGREEMENT BETWEEN GENESIS PHARMACEUTICALS ENTERPRISES, INC. AND POPE INVESTMENTS, LLC AND THE OTHER INVESTORS NAMED HEREIN DATED November 6, 2007
Exhibit
10.1
BETWEEN
AND
▇▇▇▇
INVESTMENTS, LLC
AND
THE
OTHER INVESTORS NAMED HEREIN
DATED
November
6, 2007
This
SECURITIES PURCHASE AGREEMENT (the “Agreement”)
is
made and entered into as of the 6th
day of
November, 2007, between Genesis
Pharmaceuticals Enterprises, Inc.,
a
Florida corporation (the “Company”), and ▇▇▇▇
Investments, LLC, a
Delaware limited liability company (“▇▇▇▇”),
and
any other investors named on the signature page of this Agreement (together
with
▇▇▇▇, the “Investors”
and
each an “Investor”).
RECITALS:
WHEREAS,
the
Investors wish to purchase from the Company, upon the terms and subject to
the
conditions of this Agreement, for the Purchase Price, as hereinafter defined,
(a) the Company’s 6% convertible subordinated debentures due November 30, 2010
in the principal amount of $5,000,000, and (b) common stock purchase warrants
(the “Warrants”)
to
purchase 10,000,000 shares of Common Stock at $.32 per share; and
WHEREAS,
each
Investor is purchasing a Debenture and Warrants in the amounts set forth in
Schedule A of this Agreement; and
WHEREAS,
the
parties intend to memorialize the terms on which the Company will sell to the
Investors and the Investors will purchase the Securities;
NOW, THEREFORE,
in
consideration of the mutual covenants and premises contained herein, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby conclusively acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
Article
1
DEFINITIONS
1.1 Certain
Definitions.
For
purposes of this Agreement, the following capitalized terms shall have the
following meanings (all capitalized terms used in this Agreement that are not
defined in this Article 1 shall have the meanings set forth elsewhere in this
Agreement):
1.1.1 “Affiliate”
means
a
Person or Persons directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with the Person(s) in
question. The term “control,” as used in the immediately preceding sentence,
means, with respect to a Person that is a corporation, the right to the
exercise, directly or indirectly, of more than 50% of the voting rights
attributable to the shares of such controlled corporation and, with respect
to a
Person that is not a corporation, the possession, directly or indirectly, of
the
power to direct or cause the direction of the management or policies of such
controlled Person.
1.1.2 “Articles”
means
the articles of incorporation of the Company, as the same may be amended from
time to time.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 11.1.3 “Authorized
Stock Proviso”
has
the
meaning set forth in Section 4.4.3 of this Agreement.
1.1.4 “Bylaws”
means
the bylaws of the Company, as the same may be amended from time to
time.
1.1.5 “Closing” means
the
consummation of the transactions contemplated by this Agreement, all of which
transactions shall be consummated contemporaneously with the
Closing.
1.1.6 “Closing
Date”
means
the date on which the Closing occurs.
1.1.7 “Closing
Escrow Agreement”
shall
mean the agreement between the Company, the Investors and the Escrow Agent
pursuant to which securities are deposited into escrow to be held as provided
in
Section 6 of this Agreement. The Closing Escrow Agreement shall be in
substantially the form of Exhibit
A
to this
Agreement.
1.1.8 “Common
Stock”
means
the Company’s common stock, which is presently designated as the common stock,
par value $.001 per share.
1.1.9 “Company’s
Governing Documents”
means
the Articles and Bylaws.
1.1.10 “Convertible
Securities”
means
all equity and debt securities and all options, warrants, rights or other
agreements or instruments upon the conversion or exercise of which shares of
Common Stock may be issuable.
1.1.11 “Debentures”
means
the Company’s 6% Convertible Debentures due November 30, 2010, which shall be in
substantially the form of Exhibit
B
to this
Agreement.
1.1.12 “Escrow
Agent”
means
Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP.
1.1.13 “Exchange
Act”
means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC thereunder.
1.1.14 “Exempt
Issuance”
means
the issuance of (a) shares of Common Stock or options to employees, officers,
directors of and consultants (other than consultants whose services relate
to
the raising of funds) of the Company pursuant to any stock or option plan that
was or may be adopted by a majority of independent members of the Board of
Directors of the Company or a majority of the members of a committee of
independent directors established for such purpose, and approved by a majority
of the Company’s stockholders; provided that (i) no options are granted at a
price which is less than the fair market value on the date of grant and (ii)
no
more than such number of shares of Common Stock as represents 5% of the then
outstanding shares of Common Stock shall be included in the definition of Exempt
Issuances; (b) securities upon the exercise of or conversion of any securities
issued hereunder and pursuant to the Registration Rights Agreement, the Warrants
and the Certificate of Designation and any other options, warrants or
convertible securities which are outstanding on the date hereof, and (c)
securities issued pursuant to acquisitions, licensing agreements, or other
strategic transactions, provided any such issuance shall only be to a Person
which is, itself or through its subsidiaries, an operating company in a business
which the Company’s board of directors believes is beneficial to the Company and
in which the Company receives benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 21.1.15 “Florida
Law”
shall
mean the Florida Business Corporation Act.
1.1.16 “GAAP”
means
United States generally accepted accounting principles consistently
applied.
1.1.17 “Independent
Director”
means
a
director who meets the requirements of an independent director under the rule
of
the Nasdaq Stock Market; provided, however, that if the Company’s Common Stock
is listed on the New York or American Stock Exchange, the rules of such exchange
shall apply.
1.1.18 “Material
Adverse Effect”
means
any adverse effect on the business, operations, properties or financial
condition of the Company or any of its Subsidiaries that is material and adverse
to the Company and its Subsidiaries taken as a whole and/or any condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company or any Subsidiary to perform any of its material
obligations under this Agreement, the Registration Rights Agreement or the
Warrants or to perform its obligations under any other material agreement.
1.1.19 “Net
Income”
means
the Company’s consolidated net income
determined in accordance with GAAP, except that, (i) Net Income shall be
determined before deducting (x) any expense arising from the issuance of the
Debentures or the Warrants or the issuance of securities pursuant to this
Agreement or the Registration Rights Agreement or any other Transaction Document
or upon conversion of the Debentures or exercise of the Warrants or (y) similar
expenses incurred in connection with any other financing permitted by this
Agreement shall be excluded; (ii) any net gains from the sale of securities
or
resulting from the marking to market of securities owned by the Company shall
be
excluded, and (iii) any net loss from such sale or marking to market of such
securities shall be included.
1.1.20 “Net
Income Per Share”
shall
mean the Company’s Net Income Per Share on a diluted basis, calculated to the
nearest tenth of a cent. For purposes of making this computation the number
of
shares used in the computation of diluted income per share pursuant to GAAP
shall be used, except (a) shares of Common Stock which are held in escrow
pursuant to Section 6.10 of this Agreement shall not be treated as outstanding
and (b) shares of Common Stock which are issuable pursuant to any liquidated
damages provisions of this Agreement or any of the Transaction Documents, shall
not be deemed outstanding until an event occurs pursuant to which such shares
are required to be issued and then only to the extent that shares are required
to be issued.
1.1.21 “Person”
means
an individual, partnership, firm, limited liability company, trust, joint
venture, association, corporation, or any other legal entity.
1.1.22 “Proposed
Financing”
shall
have the meaning set forth in Section 6.8 of this Agreement.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 31.1.23 “Purchase
Price”
means
the $5,000,000 to be paid by the Investors to the Company for the
Securities.
1.1.24 “Registration
Rights Agreement”
means
the registration rights agreement between the Investor and the Company in
substantially the form of Exhibit
C
to this
Agreement.
1.1.25 “Registration
Statement”
means
the registration statement under the Securities Act to be filed with the SEC
for
the registration of the Shares pursuant to the Registration Rights
Agreement.
1.1.26 “Related
Companies”
means
Karmoya International Ltd., a British Virgin Island corporation (“Karmoya”),
Union Well International Limited, a Cayman Islands company and wholly-owned
subsidiary of Karmoya (“Union Well”), Genesis Jiangbo (Laiyang) Biotech
Technologies Co., Ltd., a wholly-owned subsidiary of Union Well which is a
wholly foreign owned enterprise organized under the laws of the PRC
(“GJBT”),
and
Laiyang Jiangbo Pharmaceutical Co., Ltd. (“LJ”),
a
limited liability company organized under the laws of the PRC, each of Karmoya,
Union Well, GJBT and LJ being referred to as a “Related
Company.”
1.1.27 “Restricted
Stockholders”
shall
have the meaning set forth in Section 6.11 of this Agreement.
1.1.28 Restriction
Termination Date”
shall
mean the date on which the Investors shall have converted Debentures and
exercised Warrants (other than Warrants that shall have expired unexercised)
and
sold 80% of the Total Shares.
1.1.29 “Rule
144”
means
Rule 144 of the SEC pursuant to the Securities Act, as the same may be amended
from time to time.
1.1.30 “Securities”
means
the Debentures and the Warrants.
1.1.31 “Securities
Act”
means
the Securities Act of 1933, as amended, and the rules and regulations of the
SEC
thereunder.
1.1.32 “SEC”
means
the Securities and Exchange Commission.
1.1.33 “SEC
Documents”
means,
at any given time, the Company’s latest Form 10-K or Form 10-KSB and all Forms
10-Q or 10-QSB and 8-K and all proxy statements or information statements filed
between the date the most recent Form 10-K or Form 10-KSB was filed and the
date
as to which a determination is being made.
1.1.34 “Shares”
means,
collectively, the shares of Common Stock issued or issuable (i) upon conversion
of the Debentures and (ii) upon exercise of the Warrants.
1.1.35 “Subsequent
Financing”
means
any offer and sale of equity securities, including convertible securities,
but
excluding any financing which is incidental to a debt financing with a bank
or
other institutional lender.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 41.1.36 “Subsidiary”
means
an entity in which the Company and/or one or more other Subsidiaries directly
or
indirectly own either 50% of the voting rights or 50% of the equity
interests.
1.1.37 “Total
Shares”
means
the number of shares of Common Stock as are issuable upon conversion of the
Debentures and exercise of the Warrants, such number to be determined as if
the
Debentures are never converted into shares of Common Stock and the Warrants
are
never exercised. Based on the initial conversion price of the Debentures of
$0.25, the Total Shares shall be 30,000,000 shares of Common Stock. The number
of Total Shares shall be adjusted to reflect any change in the conversion price
of the Debentures or the number of shares issuable upon exercise of the
Warrants. The “Total
Conversion Shares”
are
the
total number of Shares which are issuable upon conversion of the Debentures
that
were issued on the Closing Date.
1.1.38 “Transaction
Documents”
means
this Agreement, all Schedules and Exhibits attached hereto, the Debentures,
the
Warrants, the Registration Rights Agreement, the Closing Escrow Agreement and
all other documents and instruments to be executed and delivered by the parties
in order to consummate the transactions contemplated hereby.
1.1.39 “Unsold
Shares”
means
share of Common Stock which either, as of the day on which a determination
is
being made, (a) were initially issued upon conversion of the Debentures and
were
not sold by the Investor or (b) were issuable upon conversion of outstanding
Debentures which were issued at the Closing.
1.1.40 “Warrants”
means
the common stock purchase warrants in substantially the forms of Exhibit
D
to this
Agreement.
1.2 References.
All
references in this Agreement to “herein” or words of like effect, when referring
to preamble, recitals, article and section numbers, schedules and exhibits
shall
refer to this Agreement unless otherwise stated.
Article
2
SALE
AND PURCHASE OF NOTES; PURCHASE PRICE
Upon
the
terms and subject to the conditions set forth herein, and in accordance with
applicable law, the Company agrees to sell to the Investors, and each Investor
severally agrees to purchase from the Company, on the Closing Date, the
principal amount of Debentures and the Warrants set forth after the Investor’s
name on Schedule A to this Agreement for that portion of the Purchase Price
as
is set forth on said Schedule A. At or prior to the Closing, each Investor
shall
wire the Investor’s portion of the Purchase Price to the Escrow Agent, who shall
release the Purchase Price to the Company upon receipt of instructions from
the
Investor and the Company as provided in the Escrow Agreement. The Company shall
cause the Debentures and Warrants to be issued to the Investors upon the release
of the Purchase Price to the Company by the Escrow Agent.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 5Article
3
CLOSING
DATE AND DELIVERIES AT CLOSING
3.1 Closing
Date.
The
Closing of the transactions contemplated by this Agreement, unless expressly
determined herein, shall be held at the offices of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 2:00 P.M. local time,
on
the Closing Date or on such other date and at such other place as may be
mutually agreed by the parties, including closing by facsimile with originals
to
follow.
3.2 Deliveries
by the Company.
In
addition to and without limiting any other provision of this Agreement, the
Company agrees to deliver, or cause to be delivered, to the Investors and the
Escrow Agent, the following, unless waived by the Investors:
(a) An
executed Agreement with all exhibits and schedules attached hereto;
(b) Debentures
and Warrants in the names of the Investors for the number of amounts set forth
in Schedule A to this Agreement;
(c) The
executed Registration Rights Agreement;
(d) The
executed Closing Escrow Agreement;
(e) Certifications
in form and substance acceptable to the Company and the Investors from any
and
all brokers or agents involved in the transactions contemplated hereby as to
the
amount of commission or compensation payable to such broker or agent as a result
of the consummation of the transactions contemplated hereby;
(f) Management
letter from the Company’s registered independent accounting firm or confirmation
from such firm that no such letter were issued in connection with the Company’s
most recent audit;
(g) Evidence
of approval of the Transaction Documents and the transactions contemplated
hereby and thereby by the Company’s Board of Directors;
(h) Agreements
from the Restricted Stockholders pursuant to Section 6.11 of this
Agreement;
(i) Good
standing certificate from the Secretary of State of the State of
Florida;
(j) Copy
of
the Company’s Articles, as currently in effect, certified by the Secretary of
State of the State of Florida.
(k) An
opinion from the Company’s counsel, concerning the Transaction Documents and the
transactions contemplated hereby in form and substance reasonably acceptable
to
Investors;
(l) An
opinion from the Company’s PRC counsel that (i) each of the Related Companies is
an independent legal person and none of them is exposed to liabilities incurred
by the other party; (ii) the agreements between BJBT and LJ (the “PRC
Agreements”)
constitute valid and binding obligations of the parties to such agreements,
(iii) each of the PRC Agreements and the rights and obligations of the parties
thereto are enforceable and valid in accordance with the laws of the PRC; (iv)
all corporate and other actions necessary for the execution and delivery of
the
Transaction Documents by (the entities agreeing to the put or guarantee) has
been taken and such Transaction Documents constitute valid and binding
obligations of the parties to such agreements and the rights and obligations
of
the parties thereto are enforceable and valid in accordance with the laws of
the
PRC
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 6(m) The
executed disbursement instructions pursuant to the Escrow Agreement;
and
(n) Such
other documents or certificates as shall be reasonably requested by Investors
or
their counsel.
3.3 Deliveries
by Investors.
In
addition to and without limiting any other provision of this Agreement, the
Investors agree to deliver, or cause to be delivered, to the Escrow Agent under
the Escrow Agreement, the following:
(a) A
deposit
from each Investor as to the Investor’s portion of the Purchase
Price;
(b) The
executed Agreement with all Exhibits and Schedules attached hereto;
(c) The
executed Registration Rights Agreement;
(d) The
executed Closing Escrow Agreement;
(e) The
executed disbursement instructions pursuant to the Escrow Agreement;
and
(f) Such
other documents or certificates as shall be reasonably requested by the Company
or its counsel.
3.4 Delivery
of Original Documents.
In the
event any document provided to the other party in Paragraphs 3.2 and 3.3 herein
are provided by facsimile, the party shall forward an original document to
the
other party within seven (7) business days.
3.5 Further
Assurances.
The
Company and each Investor shall, upon request, on or after the Closing Date,
cooperate with each other (specifically, the Company shall cooperate with the
Investors, and each Investor shall cooperate with the Company) by furnishing
any
additional information, executing and delivering any additional documents and/or
other instruments and doing any and all such things as may be reasonably
required by the parties or their counsel to consummate or otherwise implement
the transactions contemplated by this Agreement.
Article
4
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to the Investors as of the date hereof and
as of
Closing Date (which warranties and representations shall survive the Closing
regardless of any examinations, inspections, audits and other investigations
the
Investors have heretofore made or may hereinafter make with respect to such
warranties and representations) as follows:
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 74.1 Organization
and Qualification.
The
Company, its Subsidiaries and the Related Companies are each duly organized,
validly existing and in good standing under the laws of the their applicable
jurisdictions, and each has the requisite corporate power and authority to
own,
lease and operate its properties and to carry on its business as it is now
being
conducted and is duly qualified to do business in any other jurisdiction by
virtue of the nature of the businesses conducted by it or the ownership or
leasing of its properties, except where the failure to be so qualified will
not,
when taken together with all other such failures, have a Material Adverse Effect
on the business, operations, properties, assets, financial condition or results
of operation of the Company and its Subsidiaries and Related Companies taken
as
a whole.
4.2 Company’s
Governing Documents.
The
complete and correct copies of the Company’s Governing Documents have been
provided to the Investors, and the Governing Documents in such form are and
shall be in full force and effect on the Closing Date.
4.3 Capitalization.
4.3.1 The
authorized and outstanding capital stock of the Company as of the date of this
Agreement and as adjusted to reflect the issuance and sale of the Securities
pursuant to this Agreement is set forth in Schedule 4.3.l to this Agreement.
Schedule 4.3.1 lists all shares and potentially dilutive events, including
shares issuable pursuant to employment, consulting and other services
agreements, acquisition agreements, options and equity-based incentive plans,
Convertible Securities, financing or business relationships as well as each
agreement, plan, arrangement or understanding pursuant to which any shares
of
any class of capital stock may be issued, a copy of each of which has been
provided to the Investors.
4.3.2 All
of
the issued and outstanding shares of capital stock and the shares of Common
Stock issuable upon exercise or conversion of the Convertible Securities listed
in Schedule 4.3.1 have been duly authorized and are or, when issued, will be
validly issued, fully paid and non-assessable and free of preemptive rights.
4.3.3 Except
pursuant to this Agreement and as set forth in Schedule 4.3.1, there are not
now
outstanding any Convertible Securities or agreements, understandings or
arrangements to which the Company is a party, or by which the Company is or
may
be bound, to issue additional shares of its capital stock or Convertible
Securities.
4.3.4 All
of
the Series B Convertible Preferred Stock has been converted into Common Stock,
and the shares formerly designated as Series B Convertible Preferred Stock
have
become shares of Preferred Stock without designation as to series until so
designated in the future by the Company’s board of directors.
4.4 Authority.
4.4.1 The
Company and each Related Company joining this Agreement each has all requisite
corporate power and authority to execute and deliver this Agreement, the
Debentures and the Warrants, the shares of Common Stock issuable upon conversion
of the Debentures or upon exercise of the Warrants, the Registration Rights
Agreement, the Closing Escrow Agreement and any other Transaction Documents
to
which the Company or such Related Company is a party, to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement, the execution of
the
Securities issuable pursuant to this Agreement and upon conversion of the
Debentures and exercise of the Warrant, the Registration Rights Agreement,
the
Closing Escrow Agreement and any other Transaction Documents to which the
Company is a party have been duly authorized by all necessary corporate action
and no other corporate proceedings on the part of the Company is necessary
to
authorize this Agreement or to consummate the transactions contemplated hereby
and thereby except as disclosed in this Agreement. This Agreement has been
duly
executed and delivered by the Company and each Related Company which is a party
hereto, and constitutes the legal, valid and binding obligation of the Company
and the Related Company which is a party hereto or to the Debenture, enforceable
against the Company and the Related Company, as the case may be, in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency and other laws of general application affecting the enforcement
of
creditors’ rights and except that any the granting of equitable relief is in the
discretion of the court.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 84.4.2 The
Debentures and the Warrants will, when issued pursuant to this Agreement, be
the
valid and binding obligations of the Company, enforceable in accordance with
their respective terms, except as enforceability may be limited by bankruptcy,
insolvency and other laws of general application affecting the enforcement
of
creditors’ rights and except that any the granting of equitable relief is in the
discretion of the court. The Common Stock issuable upon conversion of the
Debentures and exercise of the Warrants will, when so issued, be duly and
validly authorized and issued, fully paid and non-assessable. All such
Securities, when so issued, will be free and clear of all liens, charges,
claims, options, pledges, restrictions, preemptive rights, rights of first
refusal and encumbrances whatsoever (other than those incurred by the
Investor).
4.4.3 Notwithstanding
any contrary representations and warranties, no
representation is made with respect to the ability of any Investor to convert
the Debentures or exercise any Warrant if and to the extent that the conversion
price of the Debentures or the number of Shares issuable upon exercise of the
Warrants would result in the issuance of a number of shares of Common Stock
which is greater than the amount by which the authorized Common Stock exceeds
the sum of the outstanding Common Stock and the shares of Common Stock reserved
for issuance pursuant to outstanding agreements and outstanding Convertible
Securities (the foregoing proviso being referred to as the “Authorized
Stock Proviso”).
4.4.4 Each
of
the Related Companies is legally established and validly existing as an
independent legal entities; each of the Related Companies is an independent
legal person and none of them is exposed to liabilities incurred by the other
party; the PRC Agreements constitute valid and binding obligations of the
parties to such agreements, and each of the PRC Agreements and the rights and
obligations of the parties thereto are enforceable and valid in accordance
with
the laws of the PRC.
4.5 No
Conflict; Required Filings and Consents.
Neither
the execution and delivery of this Agreement by the Company or any Related
Company whish is a party hereto, nor the issuance of the Securities as
contemplated by this Agreement, nor any other Transaction Documents, nor the
performance by the Company or any Related Company of its obligations hereunder
and thereunder will: (i) conflict with or violate the Company’s or any
Subsidiary’s or any Related Company’s Governing Instruments; (ii) conflict with,
breach or violate any federal, state, foreign (including the Peoples’ Republic
of China) or local law, statute, ordinance, rule, regulation, order, judgment
or
decree (collectively, “Laws”)
in
effect as of the date of this Agreement and applicable to the Company or any
Subsidiary or any Related Company; or (iii) result in any breach of, constitute
a default (or an event that with notice or lapse of time or both would become
a
default) under, give to any other entity any right of termination, amendment,
acceleration or cancellation of, require payment under, or result in the
creation of a lien or encumbrance on any of the properties or assets of the
Company or any Subsidiary or any Related Company pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise
or
other instrument or obligation to which the Company or any Subsidiary or any
Related Company is a party or by which the Company or any Subsidiary or Related
Company or any of their respective properties or assets is bound, other than
such violations, conflicts, breaches, defaults, terminations, accelerations
or
creations of liens that would not, in the aggregate, have a Material Adverse
Effect
except
to the extent that stockholder approval may be required as a result of the
Authorized Stock Proviso, in which event, the Company will seek stockholder
approval to an increase in the authorized Common Stock sufficient to enable
the
Company to be in compliance with this Section 4.5.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 94.6 Reports
and Financial Statements.
4.6.1 The
consolidated financial statements of the Related Companies, for the years ended
June 30, 2007 and 2006, including consolidated balance sheets, statements of
operations, stockholders’ equity and cash flows, together with the notes
thereon, certified by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP (“▇▇▇▇▇
▇▇▇▇▇▇▇▇”),
the
Company’s independent registered accounting firm have been delivered to the
Investors. Each of the consolidated balance sheets fairly presents the financial
position of the Related Companies, as of its date, and each of the consolidated
statements of income, stockholders’ equity and cash flows (including any related
notes and schedules thereto) fairly presents the results of operations, cash
flows and changes in stockholders’ equity, as the case may be, of the Related
Companies for the periods to which they relate, in each case in accordance
with
GAAP consistently applied during the periods involved. The ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is
independent as to the each of the Related Companies in accordance with the
rules
and regulations of the SEC. The books and records of the Related Companies
have
been, and are being, maintained in all material respects in accordance with
GAAP
and any other applicable legal and accounting requirements and reflect only
actual transaction. None of the Related Companies has received any advice from
the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the effect that there is any significant deficiency or
material weakness in its controls or recommending any corrective action on
the
part of any of the Related Companies. No Related Company has any contingent
liability which is not reflected in the financial statements.
4.6.2 The
Company’s Form 10-KSB for the year ended September 30, 2006, contains the
audited financial statements of the Company, certified by Sherb & Co., LLP,
(“Sherb”),
the
Company’s independent registered accounting firm, and the Company’s Form 10-QSB
for the quarter ended June 30, 2007 contains the unaudited financial statements
of the Company, prior to its acquisition of Karmoya, which have been reviewed
by
Sherb. The balance sheets fairly present the financial position of the Company,
as of their respective dates, and each of the consolidated statements of income,
stockholders’ equity and cash flows (including any related notes and schedules
thereto) fairly presents the results of operations, cash flows and changes
in
stockholders’ equity, as the case may be, of the Company for the periods to
which they relate, in each case in accordance with GAAP consistently applied
during the periods involved. Sherb is independent as to the Company in
accordance with the rules and regulations of the SEC. The books and records
of
the Company have been, and are being, maintained in all material respects in
accordance with GAAP and any other applicable legal and accounting requirements
and reflect only actual transaction. The Company has not received any letters
of
comments from the SEC relating to any filing made by the Company with the SEC
which has not been addressed by an amended filing, and each amended filing
fully
responds to the questions raised by the staff of the SEC. The Company maintains
disclosure controls and procedures that are effective to ensure that information
required to be disclosed by the Company in its annual and quarterly reports
filed with the SEC is accumulated and communicated to the Company’s management,
including its principal executive and financial officers as appropriate, to
allow timely decisions regarding required disclosure. There were no significant
changes in the Company’s internal controls or other factors that could
significantly affect such controls subsequent to September 30, 2006. The Company
has not received any advice from Sherb to the effect that there is any
significant deficiency or material weakness in the Company’s controls or
recommending any corrective action on the part of the Company or any Subsidiary.
The Company does not have any contingent liabilities.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 104.6.3 From
June
30, 2007 to the Closing Date, there shall be no significant changes in the
Company’s consolidated balance sheet or any significant payments by the Company
which are not reflected on the Company’s June 30, 2007 balance sheet filed with
the Company’s Form 8-K on October 2, 2007.
4.7 Compliance
with Applicable Laws.
Neither
the Company nor any Related Company is in violation of, or, to the knowledge
of
the Company is under investigation with respect to or has been given notice
or
has been charged with the violation of, any Law of a governmental agency, except
for violations which individually or in the aggregate do not have a Material
Adverse Effect.
4.8 Brokers.
Except
as set forth in Schedule 4.8, no broker, finder or investment banker is entitled
to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by
or
on behalf of the Company.
4.9 SEC
Documents.
The
Investors acknowledge that the Company is a publicly held company and has made
available to the Investors upon request true and complete copies of any
requested SEC Documents. The Company’s Common Stock is registered pursuant to
Section 12(d) of the Exchange Act. The Common Stock is quoted and traded on
the
OTC Bulletin Board of the National Association of Securities Dealers, Inc.
The
Company has received no notice, either oral or written, with respect to the
continued quotation or trading of the Common Stock on the OTC Bulletin Board.
The Company has not provided to any Investor any information that, according
to
applicable law, rule or regulation, should have been disclosed publicly prior
to
the date hereof by the Company, but which has not been so disclosed. As of
their
respective dates, the SEC Documents complied in all material respects with
the
requ irements of the
Exchange Act, and rules and regulations of the SEC promulgated thereunder and
the SEC Documents did not contain any untrue statement of a material fact or
omit 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.
4.10 Litigation.
To the
knowledge of the Company, no litigation, claim, or other proceeding before
any
court or governmental agency is pending or to the knowledge of the Company,
threatened against the Company, any Subsidiary or any Related Company, the
prosecution or outcome of which may have a Material Adverse Effect.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 114.11 Exemption
from Registration.
Subject
to the accuracy of the Investors’ representations in Article V of this
Agreement, except as required pursuant to the Registration Rights Agreement,
the
sale of the Debentures and Warrants by the Company to the Investors will not
require registration under the Securities Act. When issued upon conversion
of
the Debentures or upon exercise of the Warrants in accordance with their terms,
the Shares will be duly and validly authorized and issued, fully paid, and
non-assessable. The Company is issuing the Debentures and the Warrants in
accordance with and in reliance upon the exemption from securities registration
afforded, inter alia, by Rule 506 under Regulation D as promulgated by the
SEC
under the Securities Act, and/or Section 4(2) of the Securities Act; provided,
that filings may be required pursuant to state securities or “blue sky” laws.
The Company is not an investment company within the meaning of the Investment
Companies Act of 1940.
4.12 No
General Solicitation or Advertising in Regard to this
Transaction.
Neither
the Company nor any of its Affiliates nor, to the knowledge of the Company,
any
Person acting on its or their behalf (i) has conducted or will conduct any
general solicitation (as that term is used in Rule 502(c) of Regulation D as
promulgated by the SEC under the Securities Act) or general advertising with
respect to the sale of the Securities, or (ii) made any offers or sales of
any
security or solicited any offers to buy any security under any circumstances
that would require registration of the Debentures, Common Stock or Warrants,
under the Securities Act, except as required herein.
4.13 No
Material Adverse Effect.
Since
June 30, 2007, no event or circumstance resulting in a Material Adverse Effect
has occurred or exists with respect to the Company or any Related Company.
No
material supplier or customer has given notice, oral or written, that it intends
to cease or reduce the volume of its business with any Related Company from
historical levels. Since June 30, 2007, no event or circumstance has occurred
or
exists with respect to any Related Company or their respective businesses,
properties, prospects, operations or financial condition, that, under any
applicable law, rule or regulation, requires public disclosure or announcement
prior to the date hereof by the Company but which has not been so publicly
announced or disclosed in writing to the Investor.
4.14 Material
Non-Public Information.
The
Company has not disclosed to the Investors any material non-public information
that (i) if disclosed, would reasonably be expected to have a material effect
on
the price of the Common Stock or (ii) according to applicable law, rule or
regulation, should have been disclosed publicly by the Company prior to the
date
hereof but which has not been so disclosed.
4.15 Internal
Controls And Procedures.
The
Company and each Related Company maintain books and records and internal
accounting controls which provide reasonable assurance that (i) all transactions
to which the Company or any Related Company is a party or by which their
respective its properties are bound are executed with management’s
authorization; (ii) the recorded accounting of the Company’s pr any Related
Company’s consolidated assets is compared with existing assets at regular
intervals; (iii) access to the Company’s and each Related Company’s consolidated
assets is permitted only in accordance with management’s authorization; and (iv)
all transactions to which the Company or any Related Company is a party or
by
which any of their respective properties are bound are recorded as necessary
to
permit preparation of their financial statements in accordance with
GAAP.
4.16 Full
Disclosure.
No
representation or warranty made by the
Company in
this
Agreement and no certificate or document furnished or to be furnished to the
Investor pursuant to this Agreement contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not
misleading.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 12Article
5
REPRESENTATIONS
AND WARRANTIES OF THE INVESTORS
Each
Investor severally and not jointly represents and warrants to the Company
that:
5.1 Organization
of the Investors.
The
state in which any offer to purchase shares hereunder was made or accepted
by
such Investor is the state shown as such Investor’s address. The Investor was
not formed for the purpose of investing solely in the Securities. Any Investor
that is a limited partnership, limited liability company, corporation, trust
or
other entity is duly organized, validly existing and in good standing under
the
laws of the state or other jurisdiction of its organization.
5.2 Authorization
and Power.
The
Investor has the requisite power and authority to enter into and perform this
Agreement and to purchase the securities being sold to it hereunder. The
execution, delivery and performance of this Agreement by the Investor and the
consummation by the Investor of the transactions contemplated hereby have been
duly authorized by all necessary partnership action where appropriate. This
Agreement, the Registration Rights Agreement and the Closing Escrow Agreement
have been duly executed and delivered by such Investor and at the Closing shall
constitute valid and binding obligations of such Investor enforceable against
the Investor in accordance with their terms, except as such enforceability
may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.
5.3 No
Conflicts.
The
execution, delivery and performance of this Agreement and the consummation
by
such Investor of the transactions contemplated hereby or relating hereto do
not
and will not (i) result in a violation of such Investor’s charter documents or
bylaws where appropriate or (ii) conflict with, or constitute a default (or
an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument to which such Investor
is
a party, or result in a violation of any law, rule, or regulation, or any order,
judgment or decree of any court or governmental agency applicable to such
Investor or its properties (except for such conflicts, defaults and violations
as would not, individually or in the aggregate, have a Material Adverse Effect
on such Investor). The Investor is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court
or
governmental agency in order for it to execute, deliver or perform any of such
Investor’s obligations under this Agreement or to purchase the securities from
the Company in accordance with the terms hereof, provided that for purposes
of
the representation made in this sentence, the Investor is assuming and relying
upon the accuracy of the relevant representations and agreements of the Company
herein.
5.4 Financial
Risks.
Such
Investor acknowledges that such Investor is able to bear the financial risks
associated with an investment in the securities being purchased by such Investor
from the Company and that it has been given full access to such records of
the
Company and its Subsidiaries and to the officers of the Company and its
Subsidiaries as it has deemed necessary or appropriate to conduct its due
diligence investigation. Such Investor is capable of evaluating the risks and
merits of an investment in the securities being purchased by the Investor from
the Company by virtue of its experience as an investor and its knowledge,
experience, and sophistication in financial and business matters and the
Investor is capable of bearing the entire loss of its investment in the
securities being purchased by the Investor from the Company.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 135.5 Accredited
Investor.
The
Investor is (i) an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act by reason of Rule 501(a)(3)
and (6), (ii) experienced in making investments of the kind described in this
Agreement and the related documents, (iii) able, by reason of the business
and
financial experience of its officers (if an entity) and professional advisors
(who are not affiliated with or compensated in any way by the Company or any
of
its affiliates or selling agents), to protect its own interests in connection
with the transactions described in this Agreement, and the related documents,
and (iv) able to afford the entire loss of its investment in the securities
being purchased by the Investor from the Company.
5.6 Brokers.
No
broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or Commission in connection with the transactions contemplated by
this
Agreement based upon arrangements made by or on behalf of such Investor. Such
Investor understands that any obligations under agreements or arrangements
with
brokers disclosed in Schedule 4.8 are obligations of the Company.
5.7 Knowledge
of Company.
Such
Investor and such Investor’s advisors, if any, have been, upon request,
furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the securities
being purchased by such Investor from the Company. Such Investor and such
Investor’s advisors, if any, have been afforded the opportunity to ask questions
of the Company and have received complete and satisfactory answers to any such
inquiries.
5.8 Risk
Factors.
Each
Investor understands that such Investor’s investment in the securities being
purchased by such Investor from the Company involves a high degree of risk.
Such
Investor understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation
or
endorsement of the securities being purchased by the Investor from the Company.
Such Investor warrants that such Investor is able to bear the complete loss
of
such Investor’s investment in the securities being purchased by the Investor
from the Company.
5.9 Full
Disclosure.
No
representation or warranty made by such Investor in this Agreement and no
certificate or document furnished or to be furnished to the Company pursuant
to
this Agreement contains or will contain any untrue statement of a material
fact,
or omits or will omit to state a material fact necessary to make the statements
contained herein or therein not misleading. Except as set forth or referred
to
in this Agreement, Investor does not have any agreement or understanding with
any person relating to acquiring, holding, voting or disposing of any equity
securities of the Company.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 14Article
6
COVENANTS
OF THE COMPANY
6.1 Registration
Rights.
The
Company shall cause the Registration Rights Agreement to remain in full force
and effect according to the provisions of the Registration Rights Agreement,
and
the Company shall comply in all material respects with the terms thereof. Except
as set forth on Schedule 6.1 to this Agreement, (a) the Company does not have
any agreement or obligation which would enable any Person to include securities
in any registration statement required to be filed on behalf of the Investors
pursuant to the Registration Rights Agreement and will not take any action
which
will give any Person any right to include securities in any such registration
statement, (b) no Person has any demand or piggyback registration right with
respect to any securities of the Company, and (c) the Company will not file
any
registration statement covering any shares of Common Stock issuable to any
officers, directors, Affiliates of or consultants to the Company until the
earlier of (a) one year from the effective date of the first registration
statement filed pursuant to the Registration Rights Agreement or (b) the
Restriction Termination Date; provided, however, that the Company may file
a
registration statement on Form S-8 for shares issued or issuable pursuant to
employee stock option or long-term incentive plans for employees who are not
officers, directors or Affiliates of the Company.
6.2 Reservation
of Common Stock.
As of
the date hereof, the Company has reserved and the Company shall continue to
reserve and keep available at all times, free of preemptive rights, such number
of shares of Common Stock as may be issuable from time to time upon conversion
of the Debentures and exercise of the Warrants.
6.3 Compliance
with Laws.
The
Company hereby agrees to comply in all respects with the Company’s reporting,
filing and other obligations under the Laws.
6.4 Exchange
Act Registration.
The
Company will continue its obligation to report to the SEC under Section 15(d)
of
the Exchange Act and will, within ninety (90) days after the Closing, register
the Common Stock under Section 12 of the Exchange Act and will use its best
efforts to comply in all respects with its reporting and filing obligations
under the Exchange Act, and will not take any action or file any document
(whether or not permitted by the Exchange Act or the rules thereunder) to
terminate or suspend any such registration or to terminate or suspend its
reporting and filing obligations under the 1934 until the Investors have
disposed of all of their Shares.
6.5 Corporate
Existence; No Conflicting Agreements.
The
Company will take all steps necessary to preserve and continue the corporate
existence of the Company. The Company shall not enter into any agreement, the
terms of which agreement would restrict or impair the right or ability of the
Company to perform any of its obligations under this Agreement or any of the
Transaction Documents.
6.6 Listing,
Securities Exchange Act of 1934 and Rule 144
Requirements.
The
Company shall not take any action which would cause its Common Stock not to
be
traded on the OTC Bulletin Board, except that the Company may list the Common
Stock on the Nasdaq Stock Market or the American or New York Stock Exchange
if
it meets the applicable listing requirements. The Company shall continue to
maintain its status as a company registered under the Exchange Act. If, for
any
time after the Closing, the Company is no longer in compliance with this Section
6.6, then the Company shall pay to the Investors as liquidated damages and
not
as a penalty, an amount equal to 10% per annum, based on the lesser of (a)
the
Purchase Price or (b) that percentage of the Purchase Price which the Unsold
Shares bears to the number of shares of Total Conversion Shares. The liquidated
damages shall be payable in cash or in Debentures, as the Company shall
determine. Such
damages shall be payable quarterly on the tenth (10th)
day of
the following calendar quarter, and shall cease at the time the Company begins
complying with the provisions of this Section 6.6.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 156.7 Use
of Proceeds.
The
Company will use the net proceeds from the sale of the Securities, after payment
of legal fees and other closing costs, for working capital.
6.8 Right
of First Refusal.
6.8.1 From
the
Closing Date until one year after the effective date of the first registration
statement filed pursuant to the Registration Rights Agreement (the “RFR
Period”), in the event that the Company seeks to raise additional funds through
a
Subsequent Financing, regardless of whether the financing is initiated by the
Company or an investor (a “Proposed
Financing”),
other
than Exempt Issuances, the Investors shall have the right to participate in
any
subsequent funding by the Company as follows:
6.8.2 With
respect the first Proposed Financing during the RFR Period, the Investors,
as a
group, shall have the right to participate in the Proposed Financing on the
same
terms as other investors in the Proposed Financing, to the extent of up to
50%
of the total securities issued in the Proposed Financing. The Investors shall
give the Company notice, within five business days of receipt of the proposed
terms of the Proposed Financing, of their intention, subject to completion
of
their due diligence and negotiation and acceptance of final documentation,
to
participate in the Proposed Financing. If the gross proceeds raised in the
first
Proposed Financing during the RFR Period is less than $25,000,000, this Section
6.8.2 shall apply to each Proposed Financing until that financing which brings
the total gross proceeds raised during the RFR Period to
$25,000,000.
6.8.3 With
respect to any Proposed Financing during the RFR Period subsequent to the last
financing to which Section 6.8.2 applies, the Investors shall have the right
to
participate in the Proposed Financing on the same terms as other investors
in
the Proposed Financing, to the extent of the greater of (i) $5,000,000 or (ii)
that percentage of the total purchase price of the securities issued in the
Proposed Financing which would result in the Investors, as a group, owing the
same percentage interest in the Company after the transaction as they owned
prior to the transaction. Percentage ownership shall be determined in a manner
consistent with Rule 13(d) of the Exchange Act.
6.8.4 If
the
Investors elect to purchase securities in a Proposed Financing, they shall
fund
their purchase contemporaneously with the other investors and on the same terms
and conditions as the other investors. The Investors may exercise this right
in
proportion to their respective purchases pursuant to this Agreement or in such
other ratio as they may, among themselves, determine.
6.8.5 In
the
event that the Investors do not exercise their right of participation the time
limits set forth in Section 6.8.2 or Section 6.8.3 of this Agreement, the
Company may sell the securities in the Proposed Financing at a price and on
terms which are no more favorable to the purchasers than the terms provided
to
the Investors. If the Company subsequently changes the price or terms so that
the price is more favorable to the purchasers or the terms are more favorable
to
the investors, the Company shall provide the Investors with the opportunity
to
purchase the securities on the revised terms in the manner set forth in this
Section 6.8.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 166.9 Price
Adjustment.
From
the
Closing Date until the Restriction Termination Date, except
for Exempt Issuances, as to which this Section
6.9
does not
apply, if the Company closes on the sale or issuance of Common Stock at a price,
or Convertible Securities at an exercise or conversion price per
share
which is less than the Conversion Price, as defined in the Debentures, then
in
effect (such lower sales price, conversion or exercise price, as the case may
be, being referred to as the “Lower Price”), the Conversion Price in effect from
and after the date of such transaction shall be reduced to the Lower Price.
For
purpose of determining the exercise price of warrants issued by the Company,
the
price, if any, paid per share for the warrants shall be added to the exercise
price of the warrants. A similar provision shall be included in the Warrants,
and the number of shares issuable upon exercise of the Warrants shall be
adjusted to reflect the reduced exercise price.
6.10 Deliveries
from Escrow Based on Net Income Per Share.
6.10.1 At
the
Closing, pursuant to the Closing Escrow Agreement, the Company’s principal
stockholder shall deliver to the Escrow Agent 20,000,000 shares of Common Stock,
accompanied by a stock power executed in blank with signature medallion
guaranteed which shall be replaced by shares issued by the Company in the name
of the escrow agent. In
the
event the Company’s consolidated Net Income Per Share for the year ended June
30, 2008 is less than $0.038, the Escrow Agent shall deliver the 20,000,000
shares to the Investors in proportion to their respective percentages of the
Purchase Price.
6.10.2 The
Company shall provide the Investors with a detailed schedule setting forth
its
computation of Net Income and Net Income Per Share. In the event that the
parties shall fail to agree as to the computation of Net Income or Net Income
Per Share and such failure cannot be resolved by negotiations between the
Company and the Investors, either party shall have the right to submit the
dispute to binding arbitration before an accounting firm which is a member
of
the PCAOB and which has an office in New York City. The arbitrator shall make
a
determination only as to the matters which are in dispute. The arbitrator shall
be selected in accordance with the rules then obtaining of the American
Arbitration Association in New York City. The Company and the Investors shall
provide the arbitrator with information and support as to those items as to
which they disagree. The decision of the arbitrator shall be final, binding
and
conclusive on the Company and the Investors, it being understood that the
arbitrator shall have no authority to amend any provision of this Agreement.
The
arbitrator shall, upon making its determination, instruct the Escrow Agent
as to
the delivery of the shares held in escrow pursuant to Section
6.10.1.
6.11 Restrictions
on Insider Selling.
No
Restricted
Stockholders may sell any shares of Common Stock in the public market prior
to
the earlier of one year from the Closing Date or the Restriction Termination
Date. Restricted Stockholders shall mean any Person who is an officer, director
or Affiliate of the Company or who becomes an officer or director of the Company
subsequent to the Closing Date. Without
limiting the generality of the foregoing, the Restricted Stockholders shall
not
to directly or indirectly offer to sell, grant an option for the purchase or
sale of, transfer, pledge assign, hypothecate, distribute or otherwise encumber
or dispose of any securities in the Company in a transaction which is not in
the
public market unless the transferee agrees to be bound by the provisions of
this
Section 6.11. The
Company shall require any newly elected officer or director to agree to the
restriction set forth in this Section 6.11. The restrictions in this Section
6.11 shall not apply to shares issued pursuant to a stock option or long-term
incentive plans which may be approved by the Compensation Committee provided
that such committee is comprised of a majority of independent
directors.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 176.12 No
Outside Interests.
Until
the Restriction Termination Date the Company’s chairman and chief executive
officer will devote their full time and attention to the business of the Company
and shall not have any business interests or activities other than
as chairman or chief executive officer, as the case may be, except that
he or she may devote time, which shall not be material and which shall not
interfere with his or her duties as the Company’s chairman and chief
executive officer, as the case may be, to personal passive investments and
charitable and community activities. Furthermore, none of the Related Companies’
Stockholders shall have any interests or engage in any business which is
directly or indirectly competitive with that of the Company or any Related
Company until the Restriction Termination Date.
6.13 Payment
of Due Diligence Expenses.
At
Closing the Escrow Agent shall disperse to ▇▇▇▇ the sum of $20,000 for its
legal
and other expenses relating to the transactions contemplated by this
Agreement.
6.14 Compensation.
The
Company has previously provided the Investors with a schedule of present and
proposed management compensation for the Company, its Subsidiaries and the
Related Companies. Until one year from the effective date of the first
registration statement filed pursuant to the Registration Rights Agreement
or
the Restriction Termination Date, the Company will not make, and will use its
commercially reasonable best efforts to ensure that no Subsidiary or any Related
Company make, any material changes in its executive compensation program or
grant any loans or other extensions of credit to the executives of the Company,
any Subsidiary or any Related Company without the prior consent of ▇▇▇▇;
provided, however that nothing in this Section 6.14 shall be construed to
authorize any loan, extension of credit or other transaction which is prohibited
under applicable law.
6.15 Rights
of Access and Information.
6.15.1 Until
the
Restriction Termination Date or such earlier date as ▇▇▇▇ no longer owned
Debentures in the principal amount of $1,500,000, the Company will concurrently
furnish to ▇▇▇▇ all material information provided generally to all shareholders
(including but not limited to financial statements, details of material
contracts, and acquisitions or disposals of material assets and public filings
with the trading market on which any of the Company’s capital stock is traded
and the relevant regulatory authorities, but excluding material that is filed
with the SEC and included in the SEC’s ▇▇▇▇▇ system). The Company will use its
commercially reasonable efforts to provide ▇▇▇▇ with access to the books and
records of the Company during normal business hours and on reasonable notice,
provided
that
access to communications between the Company and its subsidiaries with its
attorneys need not be provided. The Company will also provide ▇▇▇▇ with notice
of meetings of the Company’s board of directors and will permit a representative
of ▇▇▇▇ to attend meetings.
6.15.2 Information,
financial statements and other documents provided to ▇▇▇▇ or developed pursuant
to Section 6.15.1 of this Agreement shall constitute the Company’s Confidential
Information for the purposes of this Agreement. ▇▇▇▇ agrees that it will keep
confidential and will not disclose, divulge, or use for any purpose any
Confidential Information obtained from the Company pursuant to the terms of
this
letter, unless such Confidential Information (a) is known or becomes known
to
the public in general (other than as a result of a breach of this Agreement
by
▇▇▇▇), (b) is or has been independently developed or conceived by ▇▇▇▇ without
use of the Company’s confidential information, or (c) is or has been made known
or disclosed to ▇▇▇▇ by a third party without a breach of any obligation of
confidentiality such third party may have to the Company; provided,
however,
that
▇▇▇▇ may disclose confidential information to its attorneys, accountants,
consultants, and other professionals to the extent necessary to obtain their
services in connection with monitoring its investment in the Company. ▇▇▇▇
understands that this confidential information constitutes material non-public
information and ▇▇▇▇ will not engage in any transactions in the Company’s
securities while in possession of material non-public information (other than
any transactions between ▇▇▇▇ and the Company). The
confidentiality obligations in this Section 6.15.2 will survive any termination
of ▇▇▇▇’▇ rights pursuant to this Section 6.15.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 186.15.3 In
the
event that any Confidential Information is required to be produced by ▇▇▇▇
pursuant to legal process or by request from an administrative agency, ▇▇▇▇
shall give the Company notice of such legal process within a reasonable time,
but not later than ten (10) business days prior to the date such disclosure
is
to be made, unless ▇▇▇▇ has received less notice, in which event ▇▇▇▇ shall
notify the Company as promptly as practicable. The Company shall have the
right to object to any such disclosure, and if the Company objects (at the
Company’s cost and expense) in a timely manner so that ▇▇▇▇ is not subject to
penalties for failure to make such disclosure, ▇▇▇▇ shall not make any
disclosure until there has been a court or administrative determination on
the
Company’s objections. If disclosure is required by a court or
administrative order, final beyond right of review, or if the Company does
not
object to the disclosure, ▇▇▇▇ shall make disclosure only to the extent that,
in
the opinion of ▇▇▇▇’▇ counsel, disclosure is unequivocally required by the court
or administrative order, and ▇▇▇▇ will
exercise reasonable efforts at the Company’s expense, to obtain reliable
assurance that confidential treatment will be accorded the Confidential
Information; Provided,
however, that ▇▇▇▇ shall not be required to give any notice which would be
in
violation of court order, administrative ruling or law.
Article
7
COVENANTS
OF THE INVESTOR
Each
Investor, severally and not jointly, covenants and agrees with the Company
as
follows:
7.1 Compliance
with Law.
Each
Investor’s trading activities with respect to shares of the Company’s Common
Stock will be in compliance with all applicable state and federal securities
laws, rules and regulations and rules and regulations of any public market
on
which the Company’s Common Stock is listed.
7.2 Transfer
Restrictions. The
Investors acknowledge that (a) the Debentures, Warrants and Shares underlying
the Debentures and Warrants have not been registered under the provisions of
the
Securities Act, and may not be transferred unless (i) subsequently registered
thereunder or (ii) the Investor shall have delivered to the Company an opinion
of counsel, reasonably satisfactory in form, scope and substance to the Company,
to the effect that the Debentures, Warrants and Shares underlying the Notes
and
Warrants to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; and (b) any sale of the Shares underlying
the
Debentures and Warrants made in reliance on Rule 144 promulgated under the
Securities Act may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such securities under
circumstances in which the seller, or the person through whom the sale is made,
may be deemed to be an underwriter, as that term is used in the Securities
Act,
may require compliance with some other exemption under the Securities Act or
the
rules and regulations of the SEC thereunder.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 197.3 Restrictive
Legend. Each
Investor acknowledges and agrees that the Securities and the Shares shall bear
a
restrictive legend and a stop-transfer order may be placed against transfer
of
any such Securities except that the requirement for a restrictive legend shall
not apply to Shares sold pursuant to a current and effective registration
statement or a sale pursuant Rule 144 or any successor rule.
Article
8
CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS
The
obligation of the Company to consummate the transactions contemplated hereby
shall be subject to the fulfillment, on or prior to Closing Date, of the
following conditions in addition to the deliveries required by Section 3.3
of
this Agreement:
8.1 No
Termination.
This
Agreement shall not have been terminated pursuant to Article 10
hereof.
8.2 Representations
True and Correct.
The
representations and warranties of the Investors contained in this Agreement
shall be true and correct in all material respects on and as of the Closing
Date
with the same force and effect as if made on as of the Closing
Date.
8.3 Compliance
with Covenants.
The
Investors shall have performed and complied in all material respects with all
covenants, agreements, and conditions required by this Agreement to be performed
or complied by it prior to or at the Closing Date.
8.4 No
Adverse Proceedings.
On the
Closing Date, no action or proceeding shall be pending by any public authority
or individual or entity before any court or administrative body to restrain,
enjoin, or otherwise prevent the consummation of this Agreement or the
transactions contemplated hereby or to recover any damages or obtain other
relief as a result of the transactions proposed hereby.
Article
9
CONDITIONS
PRECEDENT TO INVESTORS’ OBLIGATIONS
The
obligation of the Investors to consummate the transactions contemplated hereby
shall be subject to the fulfillment, on or prior to Closing Date unless
specified otherwise, of the following conditions in addition to the deliveries
required by Section 3.2 of this Agreement:
9.1 No
Termination.
This
Agreement shall not have been terminated pursuant to Article 10
hereof.
9.2 Representations
True and Correct.
The
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on and as of the Closing Date
with
the same force and effect as if made on as of the Closing Date.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 209.3 Compliance
with Covenants .
The
Company shall have performed and complied in all material respects with all
covenants, agreements, and conditions required by this Agreement to be performed
or complied by it prior to or at the Closing Date.
9.4 No
Adverse Proceedings.
On the
Closing Date, no action or proceeding shall be pending by any public authority
or individual or entity before any court or administrative body to restrain,
enjoin, or otherwise prevent the consummation of this Agreement or the
transactions contemplated hereby or to recover any damages or obtain other
relief as a result of the transactions proposed hereby.
Article
10
TERMINATION,
AMENDMENT AND WAIVER
10.1 Termination.
This
Agreement may be terminated at any time prior to the Closing Date
10.1.1 by
mutual
written consent of the Investor and the Company;
10.1.2 by
the
Company upon a material breach of any representation, warranty, covenant or
agreement on the part of any Investor set forth in this Agreement, or any
Investor upon a material breach of any representation, warranty, covenant or
agreement on the part of the Company set forth in this Agreement, or if any
representation or warranty of the Company or the Investor, respectively, shall
have become untrue, in either case such that any of the conditions set forth
in
Article 8 or Article 9 hereof would not be satisfied (a “Terminating
Breach”),
and
such breach shall, if capable of cure, not have been cured within five (5)
business days after receipt by the party in breach of a notice from the
non-breaching party setting forth in detail the nature of such
breach.
10.2 Effect
of Termination.
Except
as otherwise provided herein, in the event of the termination of this Agreement
pursuant to Section 10.1 hereof, there shall be no liability on the part of
the
Company or any Investor or any of their respective officers, directors, agents
or other representatives and all rights and obligations of any party hereto
shall cease; provided, that, in the event of a Terminating Breach, the breaching
party shall be liable to the non-breaching party for all costs and expenses
incurred by the non-breaching party, up to a maximum of $50,000.
10.3 Amendment.
This
Agreement may be amended by the parties hereto any time prior to the Closing
Date by an instrument in writing signed by the parties hereto; provided, however
any amendment subsequent to the Closing Date shall require the signature of
the
Company and Investors that purchased a majority of the principal amount of
Debentures issued pursuant to this Agreement. With respect to this Section
10.3
and Section 10.4 of this Agreement, if Investors that purchased a majority
of
the principal amount of Debentures issued pursuant to this Agreement do not,
at
the time of the amendment or waiver, own any Securities, then such amendment
or
waiver shall require the approval of Investors who hold of a majority of the
shares of Common Stock issued or issuable upon conversion of the Debentures
and
exercise of the Warrants.
10.4 Waiver.
At any
time on or prior to the Closing Date, the Company or the Investors, as
appropriate, may: (a) extend the time for the performance of any of the
obligations or other acts of other party or; (b) waive any inaccuracies in
the
representations and warranties contained herein or in any document delivered
pursuant hereto which have been made to it or them; or (c) waive compliance
with
any of the agreements or conditions contained herein for its or their benefit.
At any time after the Closing Date, any waiver of any covenant or other
provision of this Agreement shall require the approval of Investors that
purchased a majority of the principal amount of Debentures issued pursuant
to
this Agreement and such waiver shall be deemed to be a waiver by the Investors.
Any such extension or waiver shall be valid only if set forth in an instrument
in writing signed by the party or parties to be bound thereby or, in the case
of
a waiver subsequent to the Closing Date, by Investors that purchased a majority
of the principal amount of Debentures issued pursuant to this
Agreement.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 21Article
11
GENERAL
PROVISIONS
11.1 Transaction
Costs
Except
as otherwise provided herein, each of the parties shall pay all of his or its
costs and expenses (including attorney fees and other legal costs and expenses
and accountants’ fees and other accounting costs and expenses) incurred by that
party in connection with this Agreement; provided, the Company shall pay ▇▇▇▇
such due diligence expenses as described in Section 6.13.
11.2 Indemnification.
The
Investor agrees to indemnify, defend and hold the Company (following the Closing
Date) and its officers and directors harmless against and in respect of any
and
all claims, demands, losses, costs, expenses, obligations, liabilities or
damages, including interest, penalties and reasonable attorney’s fees, that it
shall incur or suffer, which arise out of or result from any breach of this
Agreement by the Investors or failure by the Investors to perform with respect
to the representations, warranties or covenants contained in this Agreement
or
in any exhibit or other instrument furnished or to be furnished under this
Agreement. The Company agrees to indemnify, defend and hold the Investors
(following the Closing Date) harmless against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities or damages,
including interest, penalties and reasonable attorney’s fees, that it shall
incur or suffer, which arise out of, result from or relate to any breach of
this
Agreement or failure by the Company to perform with respect to the
representations, warranties or covenants contained in this Agreement or in
any
exhibit or other instrument furnished or to be furnished under this Agreement.
In no event shall the Company or the Investors be entitled to recover
consequential or punitive damages resulting from a breach or violation of this
Agreement nor shall any party have any liability hereunder in the event of
gross
negligence or willful misconduct of the indemnified party. In the event of
the
failure of the Company to issue the Debentures and Warrants in violation of
the
provisions of this Agreement, the Investors, as their sole remedy, shall be
entitled to pursue a remedy of specific performance upon tender into the Court
an amount equal to the Purchase Price hereunder. The indemnification by the
Investors shall be limited to $50,000.00. This Section 11.2 shall not relate
to
indemnification under the Registration Rights Agreement.
11.3 Headings.
The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of
this Agreement.
11.4 Entire
Agreement.
This
Agreement (together with the Schedule, Exhibits, Warrants and documents referred
to herein) constitute the entire agreement of the parties and supersede all
prior agreements and undertakings, both written and oral, between the parties,
or any of them, with respect to the subject matter hereof.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 2211.5 Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given (i) on the date they are delivered if delivered in
person; (ii) on the date initially received if delivered by facsimile
transmission followed by registered or certified mail confirmation; (iii) on
the
date delivered by an overnight courier service; or (iv) on the third business
day after it is mailed by registered or certified mail, return receipt requested
with postage and other fees prepaid as follows:
If
to
the Company:
Middle
Section, Longmao Street, Area A
Laiyang
Waixiangxing Industrial Park
Laiyang
City, Yantai
Shandong
Province
People’s
Republic of China 710075
Attention:
▇▇. ▇▇▇ Wubo
E-mail:
Fax:
And
▇▇▇▇
▇▇▇▇, Chief Financial Officer
CFO
Oncall, Inc.
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
E-mail:
▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
With
a
copy to:
Sichenzia
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇
▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ PC
E-mail:
▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to
▇▇▇▇:
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 23▇▇▇▇
Investment, LLC
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
fax:
(▇▇▇)
▇▇▇-▇▇▇▇
Attn:
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
E-mail:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
With
a
copy to:
Wells,
Moore, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PLLC
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Attention:
▇. ▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
E-mail:
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
If
to the
other Investors, at their addresses set forth on Appendix A.
11.6 Severability.
If any
term or other provision of this Agreement is invalid, illegal or incapable
of
being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon
such
determination that any such term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
11.7 Binding
Effect.
All the
terms and provisions of this Agreement whether so expressed or not, shall be
binding upon, inure to the benefit of, and be enforceable by the parties and
their respective administrators, executors, legal representatives, heirs,
successors and assignees.
11.8 Preparation
of Agreement.
This
Agreement shall not be construed more strongly against any party regardless
of
who is responsible for its preparation. The parties acknowledge each contributed
and is equally responsible for its preparation. In
resolving any dispute regarding, or construing any provision in, this Agreement,
there shall be no presumption made or inference drawn because of the drafting
history of the Agreement, or because of the inclusion of a provision not
contained in a prior draft or the deletion or modification of a provision
contained in a prior draft.
11.9 Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of New York, without giving effect to applicable principles of
conflicts of law.
11.10 Jurisdiction;
Waiver of Jury Trial.
If
any action is brought among the parties with respect to this Agreement or
otherwise, by way of a claim or counterclaim, the parties agree that in any
such
action, and on all issues, the parties irrevocably waive their right to a trial
by jury.
Exclusive jurisdiction and venue for any such action shall be the federal and
state courts situated in the City of Memphis, Shelby County and State of
Tennessee. In the event suit or action is brought by any party under this
Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed
that the prevailing party shall be entitled to reasonable attorneys fees to
be
fixed by the arbitrator, trial court, and/or appellate court if such party
prevails on substantially all issues in dispute.
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 2411.11 Preparation
and Filing of Securities and Exchange Commission
filings.
The
Investors shall reasonably assist and cooperate with the Company in the
preparation of all filings with the SEC after the Closing Date due after the
Closing Date.
11.12 Further
Assurances, Cooperation.
Each
party shall, upon reasonable request by the other party, execute and deliver
any
additional documents necessary or desirable to complete the transactions herein
pursuant to and in the manner contemplated by this Agreement. The parties hereto
agree to cooperate and use their respective best efforts to consummate the
transactions contemplated by this Agreement.
11.13 Survival.
The
representations, warranties, covenants and agreements made herein shall survive
the Closing of the transaction contemplated hereby.
11.14 Third
Parties.
Except
as disclosed in this Agreement, nothing in this Agreement, whether express
or
implied, is intended to confer any rights or remedies under or by reason of
this
Agreement on any persons other than the parties hereto and their respective
administrators, executors, legal representatives, heirs, successors and
assignees. Nothing in this Agreement is intended to relieve or discharge the
obligation or liability of any third persons to any party to this Agreement,
nor
shall any provision give any third persons any right of subrogation or action
over or against any party to this Agreement.
11.15 Failure
or Indulgence Not Waiver; Remedies Cumulative.
No
failure or delay on the part of any party hereto in the exercise of any right
hereunder shall impair such right or be construed to be a waiver of, or
acquiescence in, any breach of any representation, warranty, covenant or
agreement herein, nor shall nay single or partial exercise of any such right
preclude other or further exercise thereof or of any other right. All rights
and
remedies existing under this Agreement are cumulative to, and not exclusive
of,
any rights or remedies otherwise available.
11.16 Counterparts.
This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall
be
deemed to be an original, but all of which taken together shall constitute
one
and the same agreement. A facsimile transmission of this signed Agreement shall
be legal and binding on all parties hereto.
[Signatures
on following page]
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 25IN
WITNESS WHEREOF,
the
Investors and the Company have as of the date first written above executed
this
Agreement.
THE
COMPANY:
|
GENESIS
PHARMACEUTICALS ENTERPRISES, INC.
|
||
| By: | /s/ Cao Wubo | |
| Cao Wubo, CEO | ||
INVESTORS:
|
▇▇▇▇
INVESTMENTS, LLC
|
||
|
By:
▇▇▇▇ Asset Management, LLC, Manager
|
||
| By: |
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
| Cao Wubo, CEO | ||
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
||
|
Title:
President
|
||
SECURITIES
PURCHASE AGREEMENT BETWEEN
GENESIS
PHARMACEUTICALS ENTERPRISES, INC. AND ▇▇▇▇ INVESTMENTS,
LLC
Page 26Schedule
A
|
Name
and
Address
|
Amount
of Investment
|
Principal
Amount of Debentures
|
Number
of Shares
Underlying
Warrants
|
|
▇▇▇▇
Investments, LLC
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
$5,000,000
|
$5,000,000
|
10,000,000
|
|
Total
|
$5,000,000
|
$5,000,000
|
10,000,000
|
-1-