STOCK PURCHASE AGREEMENT
EXHIBIT
10.10.CE
THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the
28th day of August, 2008, by and between the XXXXXXX X. XXXXX XXXXX PLAN XXX
XXXXXXX XXXXXX & CO., INC. (hereinafter referred to as “Buyer”) and MICRO
IMAGING TECHNOLOGY, INC., a California corporation (hereinafter referred to
as
the “Company”).
1. PURCHASE
AND SALE OF SHARES
(a)
Effective on the date hereof, the Company hereby sells to Buyer and Buyer hereby
purchases One Hundred Eighty Thousand (180,000) Shares of MICRO IMAGING
TECHNOLOGY, INC. Common Stock (the “Shares”). The aggregate purchase price of
the Shares is equal to Thirty Thousand Dollars ($30,000), or $0.16667 per
share.
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(b)
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The
Shares shall have the rights, preferences, privileges, restrictions
and
other terms set forth in the By-laws of the
Company.
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2. REPRESENTATIONS
AND WARRANTIES OF BUYER Buyer
represents and warrants to the Company:
(a) The
Shares are being acquired by Buyer for investment for an indefinite period,
for
Buyer’s own account, not as a nominee or agent, and not with a view to the sale
or distribution of any part thereof, and the Buyer has no present intention
of
selling, granting participations in, or otherwise distributing the same except
as may be permitted by the Securities Act of 1933, as amended (the
“Act”).
(b) Buyer
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer, or grant participation to such person or to any third
person, with respect to the Shares.
(c) That
Buyer understands that the Shares have not been registered under the Securities
Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the
registration provisions of the Act contained in Section 4 (2) thereof, and
any
continued reliance on such exemption is predicated on the representations of
the
Buyer set forth herein.
(d) Buyer
understands that the Shares must be held indefinitely unless the sale or other
transfer thereof is subsequently registered under the Act, as amended, or an
exemption from such registration is available. Buyer further understands that
the Company is under no obligation to register the Securities on its behalf
or
to assist him in complying with any exemption from registration except as
otherwise provided herein.
(e) Buyer
(i)
has adequate means of providing for his current needs and possible
contingencies, (ii) has no need for liquidity in this investment, (iii) is
able
to bear the substantial
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