YINLIPS TECHNOLOGY, INC. COMMON STOCK PURCHASE AGREEMENT
THIS
COMMON STOCK PURCHASE AGREEMENT(the
“Agreement”)
is
made as of the 14th
day of
November 2008, by and between Yinlips Technology, Inc., a Delaware corporation
(the “Company”),
and
Xxxx Xxxxxx (“Purchaser”).
Whereas,
the
Company desires to issue, and Purchaser desires to acquire, stock of the Company
as herein described, on the terms and conditions hereinafter set
forth;
Now,
Therefore, It Is Agreed
between
the parties as follows:
1. Purchase
and Sale of Stock.
Purchaser hereby agrees to acquire from the Company, and the Company hereby
agrees to sell to Purchaser, an aggregate of Six Million Five Hundred
(6,500,000) shares of the Common Stock of the Company, par value $0.001 per
share (the “Securities”),
in
consideration for $2,697,500.00.
2. The
closing hereunder, including payment for and delivery of the Securities shall
occur at the offices of the Company immediately following the execution of
this
Agreement, or at such other time and place as the parties may mutually agree,
such monies to be released subject to that certain Escrow Agreement dated
October 17, 2008.
3. Restrictive
Legends.
All
certificates representing the Securities shall have endorsed thereon legends
in
substantially the following forms (in addition to any other legend which may
be
required by other agreements between the parties hereto):
(a) “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS
TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
(b) Any
legend required by appropriate blue sky officials.
4. Investment
Representations.
In
connection with the purchase of the Securities, Purchaser represents to the
Company the following:
(a) Purchaser
has such knowledge and experience in financial and business matters that
Purchaser is capable of evaluating the merits and risks of the acquisition
of
the Securities and, by reason of Purchaser’s financial and business experience
(either alone or together with any Purchaser representative), Purchaser has
the
capacity to protect Purchaser’s interest in connection with the acquisition of
the Securities. Purchaser is financially able to bear the economic risk of
the
investment, including the total loss thereof. If Purchaser is a corporation,
partnership, trust or other entity, Purchaser was not organized for the specific
purpose of acquiring the Securities.
(b) Purchaser
has (i) a preexisting personal or business relationship with the Company or
one or more of its officers, directors, or control persons or (ii) by
reason of Purchaser’s business or financial experience, or by reason of the
business or financial experience of Purchaser’s financial advisor who is
unaffiliated with and who is not compensated, directly or indirectly, by the
Company of any affiliate or selling agent of the Company, Purchaser is capable
of evaluating the risks and merits of this investment and of protecting
Purchaser’s own interests in connection with this investment
(c) Purchaser
has received and reviewed all information Purchaser considers necessary or
appropriate for deciding whether to purchase the Securities. Purchaser further
represents that Purchaser has had an opportunity to ask questions and receive
answers from the Company and its officers and employees regarding the terms
and
conditions of purchase of the Securities and regarding the business, financial
affairs and other aspects of the Company and has further had the opportunity
to
obtain any information (to the extent the Company possesses or can acquire
such
information without unreasonable effort or expense) which Purchaser deems
necessary to evaluate the investment and to verify the accuracy of information
otherwise provided to Purchaser.
(d) Purchaser
acknowledges that the Securities have not been registered under the Securities
Act of 1933, as amended (the “Act”),
or
qualified under any applicable blue sky laws in reliance, in part, on the
representations and warranties herein. Such Securities are being acquired by
Purchaser for investment purposes for Purchaser’s own account only and not for
sale or with a view to distribution of all or any part of such Securities.
No
other person will have any direct or indirect beneficial interest in the
Securities.
(e) Purchaser
understands that the Securities are “restricted securities” under the federal
securities laws in that such securities will be acquired in a transaction not
involving a public offering, and that under such laws and applicable regulations
such securities may be resold without registration under the Act only in certain
limited circumstances and that otherwise such securities must be held
indefinitely. In this connection, Purchaser represents that Purchaser
understands the resale limitations imposed by the Act and is familiar with
SEC
Rule 144, as presently in effect, and the conditions which must be met in order
for that Rule to be available for resale of “restricted securities,” including
the requirement that the securities must be held for at least one year after
Purchaser acquires the securities from the Company prior to resale and the
condition that there be available to the public current information about the
Company under certain circumstances. Purchaser understands that the Company
has
not made such information available to the public and has no present plans
to do
so.
(f) Without
in any way limiting the representations set forth above, Purchaser further
agrees not to make any disposition of all or any portion of the Securities
purchased hereunder unless and until:
2
(i) There
is
then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement and any applicable requirements of state securities laws;
or
(ii) (A)Purchaser
shall have notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition and (B) if reasonably requested by the Company,
Purchaser shall have furnished Company with a written opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not require
registration of any securities under the Act or the consent of or a permit
from
appropriate authorities under any applicable state securities law. Purchaser
understands that the Company will not require opinions of counsel for
transactions made pursuant to SEC Rule 144, provided it is provided with
all certificates and other information it may reasonably request to permit
it to
determine that the subject disposition is, in fact, exempt from the registration
requirements of the Act pursuant to SEC Rule 144.
(g) In
the
case of any disposition of any of the Securities pursuant to SEC Rule 144,
in
addition to the matters set forth in paragraph (f) above, Purchaser shall
promptly forward to the Company a copy of any Form 144 filed with the SEC
with respect to such disposition and a letter from the executing broker
satisfactory to the Company evidencing compliance with SEC Rule 144. If SEC
Rule 144 is amended or if the SEC’s interpretation thereof in effect at the time
of any such disposition by Purchaser have changed from its present
interpretations thereof, Purchaser shall provide the Company with such
additional documents as it may reasonably require.
(h) Purchaser
has received all requisite approvals from the competent authorities in the
People's Republic of China, and all required registrations, certifications
and
approvals for the purchase of the Securities under the
laws of
the People's Republic of China have been received by the Purchaser.
5. Refusal
to Transfer. The
Company shall not be required (a) to transfer on its books any shares of
Securities of the Company which shall have been transferred in violation of
any
of the provisions set forth in this Agreement or (b) to treat as owner of such
shares or to accord the right to vote as such owner or to pay dividends to
any
transferee to whom such shares shall have been so transferred.
6. No
Employment Rights. This
Agreement is not an employment contract and nothing in this Agreement shall
affect in any manner whatsoever the right or power of the Company (or a parent
or subsidiary of the Company) to terminate Purchaser’s employment for any reason
at any time, with or without cause and with or without notice.
7. Miscellaneous.
(a) Notices.
Any
notice required or permitted hereunder shall be given in writing and shall
be
deemed effectively given upon personal delivery or sent by telegram or fax
or
upon deposit in the United States Post Office, by registered or certified mail
with postage and fees prepaid, addressed to the other party hereto at his
address hereinafter shown below its signature or at such other address as such
party may designate by ten (10) days’ advance written notice to the other party
hereto.
3
(b) Successors
and Assigns. This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer herein set forth, be
binding upon Purchaser, Purchaser’s successors, and assigns.
(c) Attorneys’
Fees; Specific Performance. Purchaser
shall reimburse the Company for all costs incurred by the Company in enforcing
the performance of, or protecting its rights under, any part of this Agreement,
including reasonable costs of investigation and attorneys’ fees.
(d) Governing
Law; Venue.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware. The parties agree that any action brought by either party
to
interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and venue
of,
the appropriate state or federal court for the district encompassing the
Company’s principal place of business.
(e) Further
Execution.
The
parties agree to take all such further action (s) as may reasonably be necessary
to carry out and consummate this Agreement as soon as practicable, and to take
whatever steps may be necessary to obtain any governmental approval in
connection with or otherwise qualify the issuance of the securities that are
the
subject of this Agreement.
(f) Independent
Counsel.
Purchaser acknowledges that this Agreement has been prepared on behalf of the
Company by K&L Gates LLP, counsel to the Company and that K&L Gates LLP
does not represent, and is not acting on behalf of, Purchaser. Purchaser has
been provided with an opportunity to consult with Purchaser’s own counsel with
respect to this Agreement.
(g) Entire
Agreement; Amendment.
This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and supersedes and merges all prior agreements or
understandings, whether written or oral. This Agreement may not be amended,
modified or revoked, in whole or in part, except by an agreement in writing
signed by each of the parties hereto.
(h) Severability.
If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be excluded from
this Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of the Agreement shall
be
enforceable in accordance with its terms.
(i) Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original and all of which together shall constitute one
instrument.
4
In
Witness Whereof,
the
parties hereto have executed this Agreement as of the day and year first above
written.
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| By: /s/ Xxxxx Xxxxx | ||
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Name:
Xxxxx Xxxxx
Title:
Chief Financial Officer
Address:
Xxxx 0000-00, XxxXxxxx XxxXxx
Building.
No. 3037 Shen South-mid Road, FuTian
District,
ShenZhen, GuangDong, People’s Republic
of
China
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XXXX
XXXXXX
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| By: /s/ Xxxx Xxxxxx | ||
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Address:
Xx. 00, Xxxx Xxxxxx, Xxxxxxxxxx Xxxx,
Xxxxx
Xxxxxx, Xxxxxxxx Xxxxxxxx, People’s
Republic
of China
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