STOCK REDEMPTION AGREEMENT
This
Stock Redemption Agreement (the “Agreement”) is made and entered into this
December 28, 2006, by and between OraLabs Holding Corp., a Colorado corporation
(the “Company”) and Xxxx X. Xxxxxxxxx (“Xxxxxxxxx”).
WHEREAS,
Xxxxxxxxx is the legal and beneficial owner of 3,629,350 shares of the Company’s
Common Stock, par value $0.001 per share (the “Common Stock”); and
WHEREAS,
the Company has agreed to purchase the Common Stock from Xxxxxxxxx and Xxxxxxxxx
has agreed to sell shares of the Common Stock to the Company in accordance
with
and upon the terms and conditions set forth in this Agreement; and
WHEREAS,
the Company is the legal and beneficial owner of 100 shares of the common stock
of OraLabs, Inc., a Colorado corporation (the “Subsidiary”), par value $0.001
per share (the “Subsidiary Common Stock”); and
WHEREAS,
Xxxxxxxxx has agreed to purchase the Subsidiary Common Stock from the Company
and the Company has agreed to sell shares of the Subsidiary Common Stock to
Xxxxxxxxx in accordance with and upon the terms and conditions set forth in
this
Agreement; and
WHEREAS,
immediately prior to the Closing (as defined below), the Company shall have
closed on the Stock Exchange Agreement, dated as of March 31, 2006, as amended,
by and among the Company, Partner Success Holdings Limited, a British Virgin
Islands International business company (“PSHL”) and such of the shareholders of
PSHL (the “Stock Exchange Agreement”).
NOW,
THEREFORE, in consideration of, and in reliance upon, the representations,
warranties, covenants and conditions set forth in this Agreement, and other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Purchase
and Sale of Common Stock.
At the
Closing, subject to the terms and conditions set forth herein, Xxxxxxxxx shall
sell, transfer, assign, convey and deliver to the Company, and the Company
shall
purchase from Xxxxxxxxx, 3,629,350 shares of the Company’s Common Stock, free
and clear of all liens, encumbrances, options, claims, charges or other
restrictions of any kind, except for such restrictions as may exist under
applicable federal and state laws.
2. Purchase
Price.
As the
purchase price for the Common Stock, subject to the terms and conditions set
forth herein, the Company shall transfer, assign, convey and deliver to
Xxxxxxxxx one hundred (100) shares of the Subsidiary Common Stock held by the
Company, free and clear of all liens, encumbrances, options, claims, charges
or
other restrictions of any kind, except for such restrictions as may exist under
applicable federal and state laws.
3. Closing.
The
closing of the transactions contemplated herein (the “Closing”) shall occur in
the offices of Xxxx, Corn & Xxxxxx, P.C., 000 X. 00xx
Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 on December 28, 2006 immediately following
the
closing of the Stock Exchange Agreement.
4. Representations
and Warranties.
a. Seller’s
Representations and Warranties.
(i) Organization;
Corporate Authority.
Xxxxxxxxx has all requisite power and authority to execute and deliver this
Agreement to the Company and when executed, this Agreement shall be a valid
and
binding obligation of Xxxxxxxxx, enforceable against him in accordance with
its
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other
equitable remedies.
(ii) Valid
Issuance of the Common Stock.
The
shares of the Common Stock, when sold and delivered in accordance with the
terms
of this Agreement for the consideration expressed herein shall be duly and
validly issued, fully-paid and nonassessable and shall be free of restrictions
on transfer, except for such restrictions as may exist under applicable federal
and state laws.
(iii) Purchase
Entirely for Own Account.
The
Subsidiary Common Stock is being acquired by Xxxxxxxxx for investment purposes
only, for his own account, not as a nominee or agent, and not with a view to
the
resale or distribution of any part thereof, and he has no present intention
of
selling, granting any participation in, entering into any derivative transaction
with, or otherwise distributing, the same and does not have any contract,
undertaking, agreement or arrangement with any person to do the
same.
(iv) Disclosure
of Information.
Xxxxxxxxx believes he has received all the information he considers necessary
or
appropriate in deciding whether to purchase the Subsidiary Common Stock.
Xxxxxxxxx further represents that he has had an opportunity to ask questions
and
receive all answers he deems necessary from the Company regarding the terms
and
conditions of the offering of the Subsidiary Common Stock and the business,
properties, prospects and financial condition of the Subsidiary.
(v) Investment
Experience.
Xxxxxxxxx has experience in investing in the securities and acknowledges that
he
can bear the economic risk of his investment, and has such knowledge and
experience in financial or business matters that he is capable of evaluating
the
merits and risks of the investment in the Subsidiary Common Stock.
Xxxxxxxxx acknowledges that an investment in the Subsidiary Common Stock
involves a high degree of risk.
(vi) Accredited
Investor.
Xxxxxxxxx is an “accredited investor” within the meaning of Rule 501 of
Regulation D, as presently in effect. Xxxxxxxxx also represents that he has
not
been organized for the purpose of acquiring the Subsidiary Common Stock, or
if
he was organized for such purpose, each of his equity owners is an “accredited
investor” within the meaning of Rule 501 of Regulation D, as presently in
effect.
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(vii) Restricted
Securities.
Xxxxxxxxx understands that (i) the Subsidiary Common Stock are “restricted
securities” under federal and state securities laws inasmuch as they are being
acquired from the Company in a transaction or transactions not involving a
public offering and that the Subsidiary has no present intention of registering
any shares of its capital stock under the Securities Act of 1933, as amended
(the “Act”),
(ii)
under such laws and applicable regulations such Subsidiary Common Stock may
not
be transferred, hypothecated, resold, made the subject of a derivatives
transaction or otherwise distributed without an effective registration under
the
Act except in certain limited circumstances in strict compliance with the Act
and state securities laws and (iii) in the absence of an effective registration
statement covering the Subsidiary Common Stock or an available exemption from
registration under the Act, the Subsidiary Common Stock must be held
indefinitely.
(viii) Legend.
Xxxxxxxxx acknowledges that each certificate representing the shares of
Subsidiary Common Stock shall (unless otherwise permitted by the provisions
of
this Agreement) be stamped or otherwise imprinted with a legend substantially
similar to the following (in addition to any legend required under applicable
state securities laws or as provided elsewhere in this Agreement):
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED
FOR
SALE UNLESS REGISTERED UNDER THAT ACT AND SUCH STATE SECURITIES LAWS OR A
WRITTEN OPINION THAT THE PROPOSED SALE OR TRANSFER IS EXEMPT FROM REGISTRATION
UNDER THAT ACT AND THOSE STATE SECURITIES LAWS HAS BEEN RENDERED BY COUNSEL
FOR
THE COMPANY.
b. Company’s
Representations and Warranties.
(i) Organization;
Corporate Authority.
The
Company is a corporation, duly organized, validly existing and in good standing
under the laws of the State of Colorado. The Company has all requisite corporate
power and authority to execute, deliver and perform this Agreement and this
Agreement is a valid and binding obligation of the Company, enforceable against
it in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or
other
equitable remedies.
(ii) Valid
Issuance of the Subsidiary Common Stock.
The
shares of the Subsidiary Common Stock, when sold and delivered in accordance
with the terms of this Agreement for the consideration expressed herein shall
be
duly and validly issued, fully-paid and nonassessable and shall be free of
restrictions on transfer, except for such restrictions as may exist under
applicable federal and state laws.
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5. Closing
Conditions.
a. Conditions
to Obligations of Xxxxxxxxx.
The
obligations of Xxxxxxxxx to effect the Closing are further subject to the
following conditions:
(i) Representations
and Warranties.
The
representations and warranties of the Company set forth in this Agreement shall
be true and correct in all respects.
(ii) Share
Certificates.
The
Company shall have delivered to Xxxxxxxxx, in accordance with the terms hereof,
(A) the certificate or certificates representing the Subsidiary Common Stock,
registered in the name of the Company, duly endorsed by the Company for transfer
or accompanied by duly executed stock powers such that the Subsidiary Common
Stock is suitable for transfer to Xxxxxxxxx; and (B) any and all other
instruments and documents executed by the Company reasonably necessary to
consummate the transactions contemplated herein.
b. Conditions
to Obligations of the Company.
The
obligations of the Company to effect the Closing:
(i) Representations
and Warranties.
The
representations and warranties of Xxxxxxxxx set forth in this Agreement shall
be
true and correct in all respects.
(ii) Share
Certificates.
Xxxxxxxxx shall have delivered to the Company, in accordance with the terms
hereof, (A) a certificate or certificates representing the Common Stock,
registered in the name of Xxxxxxxxx, duly endorsed by Xxxxxxxxx for transfer
or
accompanied by duly executed stock powers such that the Common Stock evidenced
by such certificates is suitable for transfer to the Company; and (B) any and
all other instruments and documents executed by Xxxxxxxxx normally necessary
to
consummate the transactions contemplated herein.
6. Termination.
This
Agreement may be terminated and abandoned at any time prior to the Closing
Date
by mutual written consent of Xxxxxxxxx and the Company.
7. Miscellaneous.
a. Notices.
All
notices, requests, claims, demands and other communications hereunder shall
be
in writing and shall be given by (i) delivery in person, by overnight courier
with receipt requested, by facsimile transmission (with receipt confirmed by
telephone) and such delivery shall be deemed to have been duly given upon
receipt, or (ii) registered or certified mail (postage prepaid, return receipt
requested) and such delivery shall be deemed to have been duly given two
business days after being sent, to the other party as follows:
If
to the
Company:
00000
X.
Xxxxx Xxxxx
Xxxxxx,
Xxxxxxxx 00000
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with
a
copy to:
Xxxxxxxxxxx
& Xxxxxxxx Xxxxxxxxx Xxxxxx LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx Xxxxx, Esq.
If
to
Seller:
Xx.
Xxxx
X. Xxxxxxxxx
00000
X.
Xxxxx Xx.
Xxxxxx,
Xxxxxxxx 00000
With
a
copy to:
Xxxx, Corn
& Xxxxxx, PC
000
X. 00xx Xxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxx 00000-0000
Attn:
Xxxxxxx X. Xxxx
or
to
such other address as the party to whom notice is given may have previously
furnished ! the other parties in writing in the manner set forth
above
b. Entire
Agreement.
This
Agreement contains the entire understanding and agreement of the parties hereto
with respect to the subject matter hereof and may not be altered or amended
except by the written agreement of the parties hereto. No provision of this
Agreement or right of Xxxxxxxxx hereunder can be waived nor can the Company
be
released from its obligations hereunder except by a writing duly executed by
Xxxxxxxxx.
c. Severability.
Should
anyone or more provisions of this Agreement be determined to be illegal or
unenforceable, all other provisions of this Agreement nevertheless shall be
effective.
d. Terminology.
Where
the context or construction requires, all words applied in the plural shall
be
deemed to have been used in the singular and vice versa, and the neuter shall
include the masculine and feminine.
e. Counterparts.
This
Agreement may be executed 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.
f. Headings.
The
headings of the several paragraphs hereof are included only for the convenience
of reference and are not intended to govern, construe or modify any provisions
of the several paragraphs hereof.
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g. Applicable
Law.
This
Agreement is to be governed by and construed in accordance with the laws of
the
State of Colorado, without giving effect to its choice of law rules. Any
dispute, controversy or claim arising under or in any way related to this
Agreement or the breach thereof shall only be submitted to and settled by
binding arbitration before a single arbitrator by the American Arbitration
Association in accordance with the Association’s commercial rules then in
effect. The arbitration (or legal proceedings described at the end of this
paragraph) will only be conducted in Denver, Colorado, which the parties agree
is the exclusive venue for the proceedings. Judgment upon the award rendered
by
the arbitrators may be entered in any court having jurisdiction thereof. The
arbitrator may award reasonable attorneys fees to the prevailing party, or
if
the arbitrator believes that more than one party has prevailed in separate
aspects of the arbitration, the arbitrator may award attorneys fees as it deems
appropriate.
h. Amendment
or Waiver.
Every
right and remedy provided herein shall be cumulative with every other right
and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At any time
prior to the Closing Date, this Agreement may be amended by mutual written
consent of all the Parties, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the time for
performance hereof may be extended by a writing signed by the party or parties
for whose benefit the provision is intended.
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IN
WITNESS WHEREOF, the parties hereto have executed this Stock Redemption
Agreement as of the date first above written.
| OraLabs Holding Corp. | ||
| |
|
|
| By: | /s/ Wo Xxxx Xx | |
|
Name: Wo Xxxx Xx |
||
| Title: President | ||
|
/s/
Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx |
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