Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT, (the, "Agreement"), dated as of the
date of acceptance set forth below, is entered into by and among R. Xxxxxx Xxxx
(the "Purchaser"), and DoMark International, Inc. (the "Seller").
W I T N E S S E T H:
WHEREAS, the Purchaser wishes to purchase, upon the terms and subject to
the conditions of this agreement, 100 Units of Victory Lane, LLC owned by DoMark
International, Inc. (the "Company"), as the sole member of Victory Lane.
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. AGREEMENT TO PURCHASE; PURCHASE PRICE.
A. PURCHASE.
(i) The Purchaser hereby agrees to purchase, subject to the provisions of
Section 1a(2) herein, from the Seller one 100 Units of Victory Lane, LLC (the
"Units") for the transfer by Purchaser to Seller of Twenty Five Million Shares
(25,000,000) of Common Stock of the Seller (the "Purchase Price").
(ii) Subject to the terms and conditions of this Agreement, the Purchaser
will purchase the Shares (the Seller is obligated to sell the Shares to the
Purchaser) at a closing (the "Closing") to be no later than July 30, 2009.
Closing shall be defined as the receipt by Seller of a fully executed agreement
and the receipt of shares due Seller.
(iii) In the event the Purchaser does not close on or before July 30, 2009,
this Agreement is terminated and the Purchasers' right and the Seller'
obligations are null and void.
B. METHOD OF PAYMENT. Payment to the Seller of the Purchase Price shall be
made at the Closing by delivery of the share certificate representing 25,000,000
shares of Domark International, Inc. common stock to the Seller.
2. PURCHASER'S REPRESENTATIONS, WARRANTIES, ETC. The Purchaser represents
and warrants to, and covenants and agrees with, the Seller as follows:
A. The Purchaser is purchasing the Shares for its own account for
investment only and not with a view towards the public sale or distribution
thereof and not with a view to or for sale in connection with any distribution
thereof.
B. The Purchaser is (i) an "accredited investor" as that term is defined in
Rule 501 of the General Rules and Regulations under the 1933 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, 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 Shares.
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C. The Purchaser understands that its investment in the Shares involves a
high degree of risk.
3. SELLERS REPRESENTATIONS, ETC. The Seller represents and warrants to the
Purchaser that:
A. CONCERNING THE SHARES. There are no preemptive rights of any shareholder
of DoMark International, Inc. or any third party to acquire the Shares.
B. AUTHORITY. The Seller has the capacity and authority to execute and
deliver this Agreement, to perform hereunder, and to consummate the transactions
contemplated hereby without the necessity of any act or consent of any other
person, entity or governmental authority.
C. TITLE. The Seller has good and marketable title to all of the Shares,
free and clear of any liens, claims, charges, options, rights of tenants or
other encumbrances and shall not, until the Purchase Price is paid or this
Agreement is terminated, sell, hypothecate, encumber, transfer or otherwise
dispose of the Shares.
D. FULL DISCLOSURE. There is no fact actually known to the Seller that
would reasonably be expected to materially and adversely affect the ability of
the Seller to perform its obligations pursuant to this Agreement.
4. GOVERNING LAW: MISCELLANEOUS.
A. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Florida for contracts to be wholly performed in such
state and without giving effect to the principles thereof regarding the conflict
of laws. Each of the parties consents to the jurisdiction of the federal courts
whose districts encompass the state courts of the State of Florida in connection
with any dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on FORUM
NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To
the extent determined by such court, the Company shall reimburse the Buyers for
any reasonable legal fees and disbursements incurred by the Buyers in
enforcement of or protection of any of its rights under this Agreement.
B. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
C. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.
D. All pronouns and any variations thereof refer to the masculine, feminine
or neuter, singular or plural, as the context may require.
E. A facsimile transmission of this signed Agreement shall be legal and
binding on all parties hereto.
F. This Agreement may be signed in one or more counterparts, each of which
shall be deemed an original.
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G. The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.
H. If any provision of this Agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.
I. This Agreement may be amended only by the written consent of both
parties.
J. This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof.
5. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of
(a) the date delivered, if delivered by personal delivery as against
written receipt therefor or by confirmed facsimile transmission,
(b) the seventh business day after deposit, postage prepaid, in the United
States Postal Service by registered or certified mail, or
(c) the third business day after mailing by next-day express courier, with
delivery costs and fees prepaid,
in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by
ten (10) days' advance written notice similarly given to each of the other
parties hereto):
SELLER: At the address set forth on the signature page of this Agreement.
PURCHASER: At the address set forth on the signature page of this Agreement.
(Signatures next page)
(Page left intentionally blank.)
Initials /s/ /s/ /s/
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IN WITNESS WHEREOF, this Agreement has been duly executed by the Purchaser
and the Seller as of the date set forth below.
Date: as of July 30, 2009
PURCHASER:
/s/ R. Xxxxxx Xxxx
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R. Xxxxxx Xxxx
SELLER:
Name: Domark International, Inc.
Address: 0000 Xxxx Xxxxxxxx #000
Xxxxxx, Xxxxxxx 00000
Executive Committee of the Board of Directors of Domark International, Inc.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
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