fs1ex10i_prcomplete.htm


     

     

    Exhibit
10.1

     

     

    SECURITIES PURCHASE
AGREEMENT

     

    This
Agreement (the “Agreement”) is made as of the 27th day of
May, 2008 by and between Josh Bender (the “Seller”), and Chrissy Albice (the
“Purchaser”).

    


    W I T N E S S E T
H:

     

    WHEREAS,
the Seller are the owner of 1,000,000 shares of common stock, par value $.001
per share (“Common Stock”), of PR Complete Holdings Inc, Inc. which is 100% of
all the issued and outstanding shares,(the “Company”); and

     

    WHEREAS,
the Sellers desire to sell to the Purchaser, and the Purchaser desires to
purchase from the Sellers, such shares of Common Stock (the “Shares”), on and
subject to the terms of this Agreement;

     

    WHEREFORE,
the parties hereto hereby agree as follows:

     

    1.           Sale of the
Shares.  Subject to the terms and conditions of this Agreement,
and in reliance upon the representations, warranties, covenants and agreements
contained in this Agreement, the Sellers shall sell the Shares to the Purchaser,
and the Purchaser shall purchase the Shares from the Sellers for a purchase
price (the “Purchase Price”) equal to $7500 (seven thousand five hundred
dollars)

     

    2.           Closing.

     

    (a) The
purchase and sales of the Shares shall take place at a closing (the “Closing”),
to be held at such date, time and place within the City of New York as shall be
determined by the Purchaser on notice to the Sellers.

     

    (b) At the
Closing:

     

    (i) The
Sellers shall deliver to the Purchaser a certificate for the Shares, duly
endorsed in form for transfer to the Purchaser.

     

                                                   
(ia) the website www.PRComplete.com

     

            
Existing client list/database (to market services to previous
customers)

     

            
Email list of 200 people who have shown interest in service (filled in form on
home page), including 1ShoppingCart account to enable you to quickly and easily
email these people.

     

            
Step-by-step process for creating and distributing press releases

     

            
Established relationships/agreements with contract press release
writers

     

            
Established relationships with distribution networks

     

            
Fully customised back-end system

    - full
client contact details (including email, phone and address).

    -
business is running completely free of debt

    - Paypal
account history

    - A
spreadsheet of expenses

                                                           
- List of assets

                                                            - Bank
Statements

                                                            - Receipts for any
purchases/payments made “out of pocket”

                                                                    - Asset
Listing

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    (ii) The
Purchaser shall pay the Purchase Price for the Shares.

     

    (c) At and at
any time after the Closing, the parties shall duly execute, acknowledge and
deliver all such further assignments, conveyances, instruments and documents,
and shall take such other action consistent with the terms of this Agreement to
carry out the transactions contemplated by this Agreement.

     

    (d) All
representations, covenants and warranties of the Purchaser and Sellers contained
in this Agreement shall be true and correct on and as of the Closing Date with
the same effect as though the same had been made on and as of such
date.

     

    3.           Representations and
Warranties of the Purchaser.  The Purchaser hereby represents
and warrants to the Sellers that Purchaser has the requisite power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby and otherwise to carry out its obligations hereunder.  No
consent, approval or agreement of any individual or entity is required to be
obtained by the Purchaser in connection with the execution and performance by
the Purchaser of this Agreement or the execution and performance by the
Purchaser of any agreements, instruments or other obligations entered into in
connection with this Agreement.

     

    4.           Representations and
Warranties of the Sellers.  Sellers hereby makes the following
representations and warranties to the Purchaser, which may be relied on by any
subsequent purchasers of the Purchaser’s capital stock and their counsel if such
purchases take place as part of the next direct or indirect merger or similar
transaction with an operating business that results in a change of control of
the Company:

     

    (a)
Sellers initially acquired the Shares in private stock sales exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) of the Commission thereunder, pursuant to Stock Purchase
Agreements by and between the Seller and the Company.

     

    (b)
Sellers own the Shares free and clear of all any and all liens, claims,
encumbrances, preemptive rights, right of first refusal and adverse interests of
any kind.

     

    (c)
Sellers have the requisite power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby and otherwise to carry out
Seller’s obligations hereunder.  No consent, approval or agreement of
any individual or entity is required to be obtained by the Sellers in connection
with the execution and performance by the Sellers of this Agreement or the
execution and performance by the Sellers of any agreements, instruments or other
obligations entered into in connection with this Agreement.

     

    (e) There is
no private or governmental action, suit, proceeding, claim, arbitration or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to the Seller’s knowledge, threatened against the Sellers or any of Seller’s
properties.  There is no judgment, decree or order against the Sellers
that could prevent, enjoin, alter or delay any of the transactions contemplated
by this Agreement.

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    (f) There are
no material claims, actions, suits, proceedings, inquiries, labor disputes or
investigations pending or, to the Seller’s knowledge, threatened against the
Sellers or any of its assets, at law or in equity or by or before any
governmental entity or in arbitration or mediation. No bankruptcy, receivership
or debtor relief proceedings are pending or, to the Seller’s knowledge,
threatened against the Sellers.

     

    (g) The
Sellers have complied with, is not in violation of, and has not received any
notices of violation with respect to, any federal, state, local or foreign Law,
judgment, decree, injunction or order, applicable to it, the conduct of its
business, or the ownership or operation of its
business.    References in this Agreement to “Laws” shall
refer to any laws, rules or regulations of any federal, state or local
government or any governmental or quasi-governmental agency, bureau, commission,
instrumentality or judicial body (including, without limitation, any federal or
state securities law, regulation, rule or administrative order).

     

    5.   Finder’s
Fee.  Sellers represent and warrants that no person is entitled
to receive a finder’s fee from Sellers in connection with this Agreement as a
result of any action taken by the Purchaser or Sellers pursuant to this
Agreement, and agrees to indemnify and hold harmless the other party, its
officers, directors and affiliates, in the event of a breach of the
representation and warranty set forth in this Section 4.  This
representation and warranty shall survive the Closing.

     

    6.           Termination by Mutual
Agreement.  This Agreement may be terminated at any time by
mutual consent of the parties hereto, provided that such consent to terminate is
in writing and is signed by all of the parties hereto.

     

    7.           Miscellaneous.

     

    (a) Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties, superseding and terminating any and all prior or contemporaneous
oral and written agreements, understandings or letters of intent between or
among the parties with respect to the subject matter of this
Agreement.  No part of this Agreement may be modified or amended, nor
may any right be waived, except by a written instrument which expressly refers
to this Agreement, states that it is a modification or amendment of this
Agreement and is signed by the parties to this Agreement, or, in the case of
waiver, by the party granting the waiver.  No course of conduct or
dealing or trade usage or custom and no course of performance shall be relied on
or referred to by any party to contradict, explain or supplement any provision
of this Agreement, it being acknowledged by the parties to this Agreement that
this Agreement is intended to be, and is, the complete and exclusive statement
of the agreement with respect to its subject matter.  Any waiver shall
be limited to the express terms thereof and shall not be construed as a waiver
of any other provisions or the same provisions at any other time or under any
other circumstances.

     

    (b) Severability.  If
any section, term or provision of this Agreement shall to any extent be held or
determined to be invalid or unenforceable, the remaining sections, terms and
provisions shall nevertheless continue in full force and effect.

     

    (c) Notices.  All
notices provided for in this Agreement shall be in writing signed by the party
giving such notice, and delivered personally or sent by overnight courier, mail
or messenger against receipt thereof or sent by registered or certified mail,
return receipt requested, or by facsimile transmission or similar means of
communication if receipt is confirmed or if transmission of such notice is
confirmed by mail as provided in this Section 7(c).  Notices shall be
deemed to have been received on the date of personal delivery or telecopy or
attempted delivery.  Notice shall be delivered to the parties at the
following addresses:

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

    If to the
Purchaser:

     

    If to
Sellers:

    Post: 20
Boranup Ave, Clarkson, WA, 6030, Australia

    


    With a
copy to:

     

    Either
party may, by like notice, change the address, person or telecopier number to
which notice shall be sent.

     

    (d) Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to agreements
executed and to be performed wholly within such State, without regard to any
principles of conflicts of law.  Each of the parties
hereby  irrevocably consents and agrees that any legal or equitable
action or proceeding arising under or in connection with this Agreement shall be
brought in the federal or state courts located in the County of New York in the
State of New York, by execution and delivery of this Agreement, irrevocably
submits to and accepts the jurisdiction of said courts, (iii) waives any defense
that such court is not a convenient forum, and (iv) consent to any service of
process made either (x) in the manner set forth in Section 10(c) of this
Agreement (other than by telecopier), or (y) any other method of service
permitted by law.

     

    (e) Waiver of Jury
Trial.  EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL
BY JURY IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT
OR ANY OTHER ACTION OR PROCEEDING WHICH MAY ARISE OUT OF OR IN ANY WAY BE
CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS.

     

    (f) Parties to Pay Own
Expenses.  Each of the parties to this Agreement shall be
responsible and liable for its own expenses incurred in connection with the
preparation of this Agreement, the consummation of the transactions contemplated
by this Agreement and related expenses.

     

    (g) Successors.  This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns;
provided, however, that neither party may assign this Agreement or any of its
rights under this Agreement without the prior written consent of the other
party.

     

    (h) Further
Assurances.  Each party to this Agreement agrees, without cost
or expense to any other party, to deliver or cause to be delivered such other
documents and instruments as may be reasonably requested by any other party to
this Agreement in order to carry out more fully the provisions of, and to
consummate the transaction contemplated by, this Agreement.

     

    (i) Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

    (j) No Strict
Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties with the advice of counsel to
express their mutual intent, and no rules of strict construction will be applied
against any party.

     

    (k) Headings.  The
headings in the Sections of this Agreement are inserted for convenience only and
shall not constitute a part of this Agreement.

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.

    


    
      	 
      	
                                 
      

              Josh
      Bender

               

            
	 
      	
                                  
      

              Chrissy
      Albice

               

            


    

    


    


    
 

     

     

     

     

    -6-