STOCK PURCHASE AGREEMENT
EXHIBIT
10.3
THIS
AGREEMENT is made and entered into this 26th Day of April 2006 by and between
Xxxxx Xxxxx Dcrek
Xxxx ("Seller") and Asia Document Transition, Inc. (a Nevada Corporation),
a
wholly owned subsidiary of Cell Source Research, Inc.
("Purchaser");
WHEREAS,
the Seller is the record owner and holder of one shares of the capital stock
of
Vast Opportunity
Limited, ("Corporation"), a Hong Kong Incorporated Limited Company,
and
WHEREAS,
the Purchaser desires to purchase said one share of stock and the Seller
desires
to sell said one
share
of stock, upon the terms and subject to the conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
in
this Agreement,
and in order to consummate the purchase and the sale of the Corporation's
Stock
aforementioned,
it is hereby agreed as follows:
1. PURCHASE
AND SALE: Subject to the terms and conditions hereinafter set forth, at the
closing of the
transaction contemplated hereby, the Seller shall sell, convey, Transfer,
and
deliver to the Purchaser certificates
representing such stock, and the Purchaser shall purchase from the Seller
the
Corporation's Stock
in
consideration of the purchase price set forth in this Agreement, The closing
of
the transactions contemplated by this Agreement ("Closing"), shall be held
at
7th Floor, New York House. 00 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx on April
26,
2006 or such other place, date and time as the parties hereto may otherwise
agree.
2. AMOUNT
AND PAYMENT OF PURCHASE PRICE: The total consideration and method of
payment
thereof are fully set out in '"Attachment A" attached hereto and made a part
hereof.
3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER: Purchaser hereby
warrants and represents:
(a) Organization
and Standing. Cell Source Research. Inc. ('CSRI"), the parent of Purchaser,
is a
non trading
public company duly organized, validly existing and in good standing under
the
laws of the State of
Delaware and has the corporate power and authority to carry on its business
as
it is now being conducted,
(b) Capital
Structure, CSRI is currently comprised of 304 beneficial owners.
4.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER: Seller and Purchaser
hereby represent and warrant that there has been no act or omission by Seller,
Purchaser or the Corporation
which would give rise to any valid claim against any of the parties hereto
for a
brokerage commission,
finder's fee, or other like payment in connection with the transactions
contemplated hereby,
5.
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE:
(a) The
Purchaser shall be current and paid in full on nil tax obligations and current
with all regulatory filings,
and the Seller shall be able to produce a current Certificate of Good Standing
from the Purchaser's State
of
Incorporation prior to closing.
(b) The
Purchaser shall have liabilities both current and long term amounting to
less
than $I 00, and the Corporation
shall not be party to any Agreement or agreements, which collectively would
serve to obligate the
Purchaser: in excess of $100.
{c)
The
current management and Board of Directors of the Purchaser shall agree to
resign, such resignation
to be effective upon the Closing of this Agreement, and the following person
shall have been appointed sole Director, President, Secretary and Treasurer:
Xxxxxxx Xxxx 6.
6.
GENERAL PROVISIONS;
(a)
Entire
Agreement, This Agreement (including the exhibits hereto and any written
amendments hereof executed by the parties) constitutes the entire Agreement
and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof,
(b)
Sections and Other Headings. The section and other headings contained in
this
Agreement are for reference purposes only and shall not affect the meaning
or
interpretation of this Agreement.
(c)
Governing Law. This Agreement, and all transactions contemplated hereby,
shall
be governed by. construed and enforced in accordance with the laws of Hong
Kong
Special Administrative Region. In the event that litigation results from
or
arises out of this Agreement or the performance thereof, the parties agree
to
reimburse the prevailing party's reasonable attorney's fees, court costs,
and
all other expenses, whether or not taxable by the court as costs, in addition
to
any other relief to which the prevailing party may be entitled.
IN
WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the
date
first above written,
Signed
Sealed and delivered
|
|
/s/Xxxxx
Xxxx
|
|
Xxxxx
Xxxx
|
Date:
April 26, 2006
|
President
and Sole Director
|
|
Asia
Document Transition, Inc.
|
|
/s/Xxxxx
Xxxxx Xxxx
|
|
Xxxxx
Xxxxx Xxxx
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Date:
April 26, 2006
|
ATTACHMENT
"A”
AMOUNT
AND PAYMENT OF PURCHASE PRICE
Consideration:
As total consideration for the purchase and sale of the Corporation's Stock,
pursuant to this Agreement,
the Purchaser shall Issue at the Closing at the order of Seller the following
number of the common shares of the Purchaser ("Payment Shares'"):
XXXX,
Xxxxx Xxxxx Xxxxxxx
|
18,850,000
|
XXXX,
Xxxx Xxxxx Xxxxx
|
1,200,000
|
HO,
Wing Xxxx Xxxxx
|
1,100,000
|
XXX,Xxxxxx
Xxx
|
1,200,000
|
XXXX,
Xxx Xxx
|
1,150,000
|
XX,
Xxx Hon Xxx
|
1,000,000
|
Immediately
subsequent to the issuance of the Payment Shares, purchaser shall have no
more
than 25,000,000
common shares outstanding and no preferred shares outstanding.