COMMON STOCK PURCHASE AGREEMENT
Exhibit
4.1
AGREEMENT
entered
into as of the 27 day of June, 2008, by and between PLASTRON ACQUISITION CORP.
I, a Delaware corporation with an address at c/o
Xxxxxxxx X. Xxxxxxx, Xx., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(the
“Company”) and the purchasers listed on Schedule
I
annexed
hereto (each a “Purchaser” and collectively the “Purchasers”).
WHEREAS,
the Purchasers desire to purchase, and the Company desires to sell, an aggregate
of 259,480 shares (the “Shares”) of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), allocated among the Purchasers as set
forth on Schedule
I
annexed
hereto, and upon the terms and conditions hereof.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the Purchaser and the Company hereby agree as follows:
SECTION
1: SALE OF THE SHARES; REDEMPTION; PUT RIGHT
1.1 Sale
of the Shares.
Subject
to the terms and conditions hereof, the Company will sell and deliver to the
Purchaser and the Purchasers will purchase from the Company, upon the execution
and delivery hereof, an aggregate of 259,480 shares of Common Stock for an
aggregate purchase price of $13,000 (the “Purchase Price”). The allocation of
the Shares and the Purchase among the Purchasers shall be as set forth on
Schedule
I
annexed
hereto.
1.2 Redemption.
The
Company, as of the date of this Agreement, is a
shell
company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended) (“Shell Company”) and has checked the applicable box on the cover page
of its Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2008, identifying itself as a Shell Company. In the event that the Company
does
not cease to be a Shell Company on or before December 1, 2008, then commencing
on that date and for a period of 30 days thereafter (the “Redemption Period”),
the Company shall have the right, upon at least five days’ prior written notice
to all, but not less than all, Purchasers to redeem all of the Shares in
consideration for an amount equal to the Purchase Price paid by each Purchaser
for its Shares.
1.3 Put
Right.
Each
Purchaser shall have the right, during the Redemption Period, upon providing
at
least five days’ prior written notice to the Company, to require the Company to
redeem all, but not less than all, of such Purchaser’s Shares for an amount
equal to the Purchase Price paid by such Purchaser for its Shares.
1.4 Redemption
Procedure.
Upon
any redemption of a Purchaser’s Shares, pursuant to the provisions of
Section
1.2
or
Section
1.3
hereof,
and subject to the Company’s delivery of the applicable Purchase Price, such
Purchaser shall deliver to the Company the certificate for such Shares, with
applicable executed stock transfer powers, as well as any other documentation
that the Company may reasonably request in connection with the redemption of
such Shares, upon which such Purchaser shall have no further rights as a
stockholder of the Company.
SECTION
2: CLOSING DATE; DELIVERY
2.1
Closing
Date.
The
closing of the purchase and sale of the Shares hereunder (the “Closing”) shall
be held immediately following the execution and delivery of this
Agreement.
2.2
Delivery
at Closing.
At the
Closing, or promptly thereafter, the Company will deliver to each Purchaser
a
stock certificate registered in each such Purchaser’s name, representing the
number of Shares to be purchased by such Purchaser hereunder, against payment
of
the purchase price therefore as indicated on Schedule
I
annexed
hereto.
SECTION
3: REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS
The
undersigned Purchasers hereby represent and warrant to the Company, severally
and not jointly, as follows:
3.1
Transfer
of Shares.
Each
Purchaser, with respect to the Shares being issued to it, hereby understands
and
acknowledges that such Shares have not been registered under the Securities
Act
of 1933, as amended (the “Securities Act”) and cannot be sold or otherwise
transferred without an effective registration or an exemption therefrom and
may
not be sold pursuant to the exemption provided by Section 4(1) of the Securities
Act, prior to date that the Company is no longer deemed to be a
Shell
Company, in
accordance with the letter from Xxxxxxx X. Xxxxx, Chief
of
the Office of Small Business Policy of the Securities and Exchange Commission’s
Division of Corporation Finance,
to Xxx
Worm of NASD Regulation, Inc., dated January 21, 2000, and can only be sold
thereafter, pursuant to such exemption in compliance with the provisions of
Rule
144 promulgated under the Securities Act.
3.2
Experience.
Each
Purchaser has such knowledge and experience in financial and business matters
that such Purchaser is capable of evaluating the merits and risks of investment
in the Company and of making an informed investment decision. Each Purchaser
has
adequate means of providing for its current needs and possible future
contingencies and has no need, and anticipates no need in the foreseeable
future, to sell the Shares for which such Purchaser subscribes. Each Purchaser
is able to bear the economic risks of its investment and, consequently, without
limiting the generality of the foregoing, such Purchaser is able to hold the
Shares for an indefinite period of time and has sufficient net worth to sustain
a loss of its entire investment in the Company in the event such loss should
occur. Except as otherwise indicated herein, each Purchaser is the sole party
in
interest as to its investment in the Company, and it is acquiring the Shares
solely for investment for its own account and has no present agreement,
understanding or arrangement to subdivide, sell, assign, transfer or otherwise
dispose of all or any part of the Shares subscribed for to any other person.
3.3
Investment;
Access to Data.
Each
Purchaser has carefully reviewed and understands the risks of, and other
considerations relating to, a purchase of the Shares and an investment in the
Company. Each Purchaser has been furnished materials relating to the Company,
the private placement of the Shares or anything else that it has requested
and
has been afforded the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and obtain any additional
information which the Company possesses or can acquire without unreasonable
effort or expense. Representatives of the Company have answered all inquiries
that such Purchaser has made of them concerning the Company, or any other
matters relating to the formation and operation of the Company and the offering
and sale of the Shares. No offering literature has been furnished to such
Purchaser other than the materials that the Company may have provided at the
request of such Purchaser; and such Purchaser has relied only on such
information furnished or made available to it by the Company as described in
this Section
3.3.
Each
Purchaser is acquiring the Shares for investment for its own account, not as
a
nominee or agent and not with the view to, or for resale in connection with,
any
distribution thereof. Each Purchaser acknowledges that the Company is a start-up
company with no current operations, assets or operating history, which may
possibly cause a loss of such Purchaser’s entire investment in the Company.
3.4
Authorization.
(a)
This Agreement, upon execution and delivery thereof, will be a valid and binding
obligation of each Purchaser, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization and moratorium laws and
other laws of general application affecting enforcement of creditors' rights
generally.
(b)
The
execution, delivery and performance by each Purchaser of this Agreement and
compliance therewith and the purchase and sale of the Shares will not result
in
a violation of and will not conflict with, or result in a breach of, any of
the
terms of, or constitute a default under, any provision of state or federal
law
to which such Purchaser is subject, or any mortgage, indenture, agreement,
instrument, judgment, decree, order, rule or regulation or other restriction
to
which such Purchaser is a party or by which such Purchaser is bound, or result
in the creation of any mortgage, pledge, lien, encumbrance or charge upon any
of
the properties or assets of such Purchaser pursuant to any such
term.
3.5 Accredited
Investor.
Each
Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
D
promulgated under the Securities Act.
3.6 Future
Redemption of Certain Shares of Common Stock.
Each
Purchaser hereby acknowledges and agrees that the Company shall have the right,
at any time, upon the mutual agreement of the Company and the applicable holders
thereof, to redeem all or any portion of the 2,000,000 shares of Common Stock
that were issued and outstanding immediately prior to the date of this
Agreement, for an aggregate purchase price not to exceed $25,000.
SECTION
4: MISCELLANEOUS
4.1
Governing
Law.
This
Agreement shall be governed in all respects by the laws of the State of
Delaware, without regard to conflicts of laws principles thereof.
4.2
Survival.
The
terms, conditions and agreements made herein shall survive the Closing.
4.3
Successors
and Assigns.
Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the
benefit of, and be binding upon, the successors, assigns, heirs, executors
and
administrators of the parties hereto.
4.4
Entire
Agreement; Amendment; Waiver.
This
Agreement constitutes the entire and full understanding and agreement between
the parties with regard to the subject matter hereof. Neither this Agreement
nor
any term hereof may be amended, waived, discharged or terminated, except by
a
written instrument signed by all the parties hereto.
4.5
Counterparts.
This
agreement may be executed in one or more counterparts, each of which shall
constitute an original and all of which taken together shall constitute one
and
the same agreement.
Remainder
of Page Intentionally Left
Blank
2
IN
WITNESS WHEREOF,
the
undersigned have hereunto set their hands as of the day and year first above
written.
| COMPANY: | ||
| PLASTRON ACQUISITION CORP. I | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxx | |
|
Xxxxxxx Xxxx, President |
||
| PURCHASERS: | ||
| |
|
|
| By: | /s/ Xxxxxx May | |
|
Entity:
Penumbra Worldwide LTD
Name:
Xxxxxx May
Title:
CEO
|
||
| By: | /s/ Xxxxxx Xxxxx Xxxxxxx | |
|
Name:
Xxxxxx Xxxxx Xxxxxxx
Title:
|
||
| By: | /s/ Xxxxxxx Xxxx | |
|
Entity:
BCM Equity Partners II LLC
Name:
Xxxxxxx Xxxx
Title:
Member
|
||
3
SCHEDULE
I
|
Name
of Purchaser
|
Number
of Shares Purchased
|
Purchase
Price
|
|
BCM
Equity Partners II LLC
|
59,880
|
$3,000
|
|
Penumbra
Worldwide LTD
|
99,800
|
$5,000
|
|
Xxxxxx
Xxxxx Xxxxxxx
|
99,800
|
$5,000
|
4
