AFFILIATE STOCK PURCHASE AGREEMENT
Exhibit
10.2
THIS AFFILIATE STOCK PURCHASE AGREEMENT
(“Agreement”) is made as of the 31st day of December, 2008, by and between Chi
Xxxx Xx (“Seller”), an individual, Titan Technology Development Limited a
limited liability company organized under the laws of Hong Kong, whose address
is Room 1903, Xxxx Xxx Xxxxxxxxxx Xxxxxx, 000 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx
(“Titan”), XXXX Xxx, an individual, whose address is Block A, Long
Xxxxx Xx Fa Industrial park, Long Gang, Shenzhen, China (Titan and
XXXX Xxx collectively the“Control Block Purchaser(s)”) and such other Purchasers
as listed in Exhibit A hereto (the Purchasers listed on Exhibit A together with
the Control Block Purchasers hereinafter the “PURCHASER(S)”) (the PURCHASERS and
the Seller each a “Party” and collectively the “Parties”).
RECITALS
WHEREAS, the Seller is the owner of
5,001,000 (Five Million One Thousand) restricted shares of common stock of
Geostar Mineral Corporation, a Nevada corporation (the "Company");
and
WHEREAS, the Seller proposes to sell to
the PURCHASERS the 5,001,000 (Five Million One Thousand) restricted shares of
common stock of the Company currently owned by the Seller (the “Purchased
Shares”), on the terms set forth herein.
In consideration of the premises,
representations, warranties and covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. PURCHASE
AND SALE AND CLOSING
1.1 The
Seller hereby agrees to sell, assign, transfer and deliver to the PURCHASERS,
and the PURCHASERS hereby agree to purchase from the Seller, the Purchased
Shares for the aggregate purchase price of FIVE THOUSAND U.S. Dollars ($5,000)
(the "Purchase Price").
1.2 Closing. The
closing (“Closing”) of the transactions contemplated hereby will occur on, or,
before the 31st day of
December, 2008 (the “Closing Date”).
1.3 Share
Distribution: The Purchased Shares shall be distributed among
the PURCHASERS as set forth in Exhibit A hereto.
1.4 Control
Shares: The Control Block Purchasers have collectively obtained,
directly from the Company, fifty thousand shares of the Company’s common stock
(the “Exchange Shares”). The Exchange Shares were obtained by the Control Block
Purchasers through the consummation of a certain Share Exchange Agreement of
even date herewith. The consummation of this Agreement, together with
the consummation of the Share Exchange Agreement will transfer control of the
Company to the Control Block Purchasers whereby Titan will own 29.3 percent of
the Company, and XXXX Xxx will own 59.3 percent of the Company.
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2.
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REPRESENTATIONS
AND WARRANTIES OF THE SELLER
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2.1 The
Seller warrants, covenants and represents to the PURCHASERS with the intention
of inducing the PURCHASERS to enter into this Agreement that:
(a) immediately
prior to and at the Closing, the Seller shall be the legal and beneficial owner
of the Purchased Shares and on the Closing Date, the Seller shall transfer to
the Purchaser the Purchased Shares free and clear of all liens, covenants or
adverse claims of any kind or character;
(b) the
Seller has the legal power and authority to execute and deliver this Agreement
and all other documents required to be executed and delivered by the Seller
hereunder and to consummate the transactions contemplated hereby;
and
(c) the
Seller is, or has been during the past ninety (90) days, an officer, director,
10% or greater shareholder or "affiliate" of the Company, as that term is
defined in Rule 144 promulgated under the United States Securities Act of 1933,
as amended (the "Securities Act");
(d) to
the best of the knowledge, information and belief of the Seller there are no
circumstances that may result in any material adverse effect to the Company or
the value of the Purchased Shares that are now in existence or may hereafter
arise;
(e) as
of the Closing Date the Seller shall not be indebted to the Company and the
Company shall not be indebted to the Seller;
(f) the
Seller does not now, nor will it prior to or on the Closing Date, own, either
directly or indirectly, or exercise direction or control over any common shares
of the Company other than the Purchased Shares;
(g) the
authorized capital of the Company consists of 100,000,000 common shares, of
which a total of 5,511,400 common shares have been validly issued, are
outstanding and are fully paid and non-assessable;
(h) no
person, firm or corporation has any right, agreement, warrant or option, present
or future, contingent or absolute, or any right capable of becoming a right,
agreement or option to require the Company to issue any shares in its capital or
to convert any securities of the Company or of any other company into shares in
the capital of the Company;
(i) the
Company does not beneficially own, directly or indirectly, shares in any other
corporate entity;
(j) the
Company has good and marketable title to all of its assets, and such assets are
free and clear of any financial encumbrances not disclosed in the Financial
Statements;
(k) the
Company has filed all reports required to be filed by it under the Securities
Act and the United States Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), including pursuant to Section 13(a) or 15(d) of the Exchange Act,
(the “SEC
Reports”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Reports prior to the expiration of any
such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act
and the Exchange Act and the rules and regulations of the United States
Securities and Exchange Commission (the “Commission”)
promulgated thereunder, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted 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. The financial statements of the Company included in the
SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing;
(l) The
Seller shall cooperate with the Company and the Purchaser if such cooperation is
reasonable necessary for the Company to draft and file its next quarterly and/or
annual reports.
(m) the
Company is not a party to or bound by any agreement or understanding granting
registration or anti-dilution rights to any person with respect to any of its
equity or debt securities; no person has a right to purchase or acquire or
receive any equity or debt security of the Company;
(n) the
Company is in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx
Act of 2002 and the rules and regulations promulgated thereunder;
(o) the
Seller and all other officers of the Company shall tender their resignations as
officers of the Company, to be effective on the Closing Date;
(p) the
Seller agrees to execute and deliver such other documents and to perform such
other acts as shall be necessary to effectuate the purposes of this Agreement;
and
(q) there
are no claims threatened or against or affecting the Company nor are there any
actions, suits, judgments, proceedings or investigations pending or, threatened
against or affecting the Company, at law or in equity, before or by any Court,
administrative agency or other tribunal or any governmental authority or any
legal basis for same.
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3.
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REPRESENTATIONS
AND WARRANTIES OF THE
PURCHASERS
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3.1 Each
of the PURCHASERS severally represents and warrants to the Seller that said
PURCHASER:
(a) has
the legal power and authority to execute and deliver this Agreement and to
consummate the transactions hereby contemplated;
(b) understands
and agrees that offers and sales of any of the Purchased Shares prior to the
expiration of a period of one year after the date of completion of the transfer
of the Purchased Shares (the "Restricted Period") as contemplated in this
Agreement shall only be made in compliance with the safe harbor provisions set
forth in Rule 144, or pursuant to the registration provisions of the Securities
Act or pursuant to an exemption therefrom, and that all offers and sales after
the Restricted Period shall be made only in compliance with the registration
provisions of the Securities Act or an exemption therefrom; and
(c) is
acquiring the Purchased Shares as principal for the Purchaser's own account, for
investment purposes only, and not with a view to, or for, resale, distribution
or fractionalisation thereof, in whole or in part, and no other person has a
direct or indirect beneficial interest in the Purchased Shares
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3.2
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The
Purchaser agrees not to engage in hedging transactions with regard to the
Purchased Shares accept in compliance with the Securities
Act.
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4.
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INDEMNIFICATION
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4.1 The
Seller hereby agrees to indemnify and hold harmless each of the PURCHASERS and
the Company against any losses, claims, damages or liabilities to which the
Seller or the Company may become subject insofar as such losses, claims, damages
or liabilities arise out of or are based upon any misrepresentation of the
Seller as contained herein. Damages of the Purchaser are not limited
to the amount of the Seller received hereunder but will include the Purchaser’s
or Company’s actual cost of any claim and full costs of negotiations and for
defense.
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5.
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POST-CLOSING
SEC REPORTS
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5.1 Except
for any Form 3, 4 or 5 to be filed on behalf of the Seller, the Purchaser hereby
agrees that it shall file any and all necessary SEC Reports, including but not
limited to any Schedule 13D, 8-K or other SEC Report.
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6.
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MISCELLANEOUS
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6.1 The
Parties hereto acknowledge that they have obtained independent legal advice with
respect to this Agreement and acknowledge that they fully understand the
provisions of this Agreement.
6.2 Unless
otherwise provided, all dollar amounts referred to in this Agreement are in
United States dollars.
6.3 There
are no representations, warranties, collateral agreements, or conditions
concerning the subject matter of this Agreement except as herein
specified.
6.4 This
Agreement will be governed by and construed in accordance with the laws of the
State of Nevada. The parties hereby subject themselves to the jurisdiction of
the courts of Nevada with respect to any legal proceedings arising from this
Agreement.
6.5 The
representations and warranties of the parties contained in this Agreement shall
survive the closing of the purchase and sale of the Purchased Shares and shall
continue in full force and effect for a period of one year as measured from the
date hereof.
6.7 This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one and the same
instrument.
6.8 Delivery
of an executed copy of this Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Agreement as of the date set
forth on page one of this Agreement.
[SIGNATURE
PAGE FOLLOWS]
Each of
the parties hereto has executed this Agreement to be effective as of the day and
year first above written.
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SELLER:
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/s/ Chi Xxxx Xx
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Chi
Xxxx Xx
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PURCHASER:
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Titan
Technology Development Limited
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/s/ Xxx Xxxx Yu
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(Signature)
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Name:
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Xxx Xxxx Yu
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Title:
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PRESIDENT & CEO
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WU,
AI XXXX
XXXX,
XXX
XXXX,
XXXXXX
XXXX,
XXXXXXXX
XXXXX,
WEN CAN
LIU,
GUI LI
ZHANG,
XXX
XXXX,
MAO XXX
XX,
XXX XXXX
CEN,
XXXX XXXX
XXXX,
XX
XX,
MAN
XXXXX
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Exhibit
A to Affiliate Share Purchase
Agreement
CONTROL
BLOCK PURCHASERS
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Name
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No. of Shares
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Xx.XXXX,
HUI
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2,972,182 | |||
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Titan
Technology Development Ltd.
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1,466,068 | |||
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Purchasers
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WU,
AI PING
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500,000 | |||
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XXXX,
XXXXXX
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10,000 | |||
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XXXX,
XXXXXXXX
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22,000 | |||
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ZHANG,
WEN CAN
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3,750 | |||
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LIU,
GUI LI
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2,500 | |||
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XXXXX,
XXX
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6,250 | |||
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CHEN,
MAO HUA
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1,250 | |||
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XX,
XXX HONG
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3,750 | |||
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TANG,
YE
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7,500 | |||
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CEN,
HUAN PING
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2,500 | |||
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LI,
MAN CHENG
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3,250 | |||
| Total Shares (Purchasers and Control Block Purchasers): | 5,001,000 | |||
