Exhibit 10.1
AFFILIATE STOCK PURCHASE AGREEMENT
This Affiliate Stock Purchase Agreement (this "Agreement"), is made as of March
12, 2010, by and between XXXXXXXXX XXXXXXX ("Xxxxxxx") and XXXXXXX XXXXXXX
("Zeng") of 000, 0xx Xxxxxx, Xxxxxxxxx Vill. Sta Lucia, Pasig City, the
Philippines , (the "Sellers") and the purchasers listed on Schedule A hereto,
each of which is referred to herein as a "Purchaser" and collectively as the
"Purchasers".
RECITALS
A. WHEREAS, Ritualo and Xxxxxxx are each the owners of 600,000 restricted shares
of common stock, of Granto, Inc. (the "Company"); B. WHEREAS, the Sellers each
propose to sell to each Purchaser the number of restricted shares of common
stock specified next to such Purchaser's name in Schedule A hereto (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
The Sellers hereby agree to sell, assign, transfer and deliver to each
Purchaser, and each Purchaser hereby agrees to purchase from the Sellers, the
Purchased Shares at a purchase price per share of US $0.144 (the "Purchase
Price") with shares transferred and funds payable upon closing of this
Agreement, or on such other date as the parties may agree (the "Closing Date").
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Sellers warrant, covenant and represent to each Purchaser with the intention
of inducing each Purchaser to enter into this Agreement that:
(a) immediately prior to and at the Closing, the Sellers shall be the
legal and beneficial owner of the Purchased Shares and on the Closing
Date, the Sellers shall transfer to each Purchaser the Purchased
Shares free and clear of all liens, restrictions, covenants or adverse
claims of any kind or character;
(b) the Sellers have the legal power and authority to execute and deliver
this Agreement and all other documents required to be executed and
delivered by the Sellers hereunder and to consummate the transactions
contemplated hereby; and
(c) the Sellers are, or has been during the past 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");
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(d) to the best of the knowledge, information and belief of the Sellers
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) no Seller is indebted to the Company and the Company is not indebted
to any of the Sellers, except that the Company is indebted to
Xxxxxxxxx Xxxxxxx in the amount of $11,500 which Xxxxxxxxx Xxxxxxx
hereby waives and releases forever and for all purposes;
(f) the authorized capital of the Company consists of 100,000,000 shares
of stock, 90,000,000 of which are designated as common stock and
10,000,000 shares of preferred stock, par value $0.001 per share, of
which a total of 2,150,000 shares of common stock and no shares of
preferred stock have been validly issued, are outstanding and are
fully paid and non-assessable;
(g) 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;
(h) the Company has no liability, due or accruing, contingent or absolute,
and is not directly or indirectly subject to any guarantee, indemnity
or other contingent or indirect obligation with respect to the
obligation of any other person or company not shown or reflected in
the Company's most recent audited financial statements (the "Financial
Statements") filed on Xxxxx which will have been paid in full either
from the Purchase Price or with the proceeds of a current private
placement;
(i) 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; and
(j) 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.
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Each Purchaser represents and warrants to the Seller that each Purchaser:
(a) has the legal power and authority to execute and deliver this
Agreement and to consummate the transactions hereby contemplated;
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(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 Regulation S,
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 its 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.
The foregoing representations and warranties are inserted for the exclusive
benefit of the Purchasers and may be waived in all or in part by the Purchasers
by notice in writing to the sellers.
4. MISCELLANEOUS
4.1 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.
4.2 Unless otherwise provided, all dollar amounts referred to in this Agreement
are in United States dollars.
4.3 There are no representations, warranties, collateral agreements, or
conditions concerning the subject matter of this Agreement except as herein
specified.
4.4 This Agreement will be governed by and construed in accordance with the laws
of the State of Nevada. The parties hereby irrevocably attorn to the exclusive
jurisdiction of the courts of Nevada with respect to any legal proceedings
arising from this Agreement.
4.5 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 two years.
4.6 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.
4.7 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.
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Each of the parties hereto has executed this Agreement to be effective as of the
day and year first above written.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxxxx Xxxxxxx
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XXXXXXX XXXXXXX XXXXXXXXX XXXXXXX
SCHEDULE A
LIST OF PURCHASERS
Name and Address Number of Restricted
of Purchaser Shares of the Purchaser Signature of Purchaser
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Xxxxx Xxxxxxxx 1,200,000 /s/ Xxxxx Xxxxxxxx
00 Xxxxxxx Xxx
Xxxxxxxx, Xxx Xxxxxx
00000
