STOCK PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (“Agreement”), dated as of the 30 day of September,
2008, is entered by and between Xxxx Xxxxx, having an address at 0000 XX
00xx
Xxxxxx,
Xxxx Xxxxx, Xxxxxxx 00000. (the “Purchaser”),
Mondo
Management Corp., a New York corporation (“Seller”), and
Mondo
Acquisition II, Inc., a Delaware corporation (the “Issuer”).
WITNESSETH
THAT:
WHEREAS,
Seller
owns
a total
of
1,000,000 restricted shares of Common Stock of the Issuer,
par
value $.001 (the “Shares”);
and
WHEREAS,
Purchasers
desire to purchase from Seller
and
Seller desires to sell to
Purchasers
the
Shares
on
the
terms
and conditions set forth herein.
NOW,
THEREFORE, in
consideration of the foregoing and mutual covenants set forth below, the parties
hereto agree as follows:
1. PURCHASE
AND SALE OF SHARES
1.1 Purchase
of Shares. On the date hereof and subject to the terms and conditions of this
Agreement, the Seller shall issue, sell, assign, transfer, and deliver to
Purchasers and Purchasers shall purchase, for the purchase price set forth
in
Section 1.3 hereof, the Shares at the closing provided for in Section 1.5 hereof
(the “Closing”), free and clear of all liens, charges, or encumbrances of
whatsoever nature.
1.2 Transfer
of Title to the Shares. The sale, assignment, conveyance, transfer, and delivery
by Seller of the Shares shall be made by delivering to the Purchasers duly
endorsed stock certificate(s) representing 935,000 restricted shares of common
stock of the Issuer.
1.3 Purchase
Price. Concurrent with the delivery of the Stock Certificate, Purchasers shall
deliver to Seller the purchase price of $14,375 and the Seller shall maintain
its ownership of 65,000 shares of Common Stock of Mondo Acquisition II, Inc.
(“Mondo Common Stock”) (the “Purchase Price”) for the Shares. The Purchase Price
shall be paid to Seller at Closing. If the Issuer or any subsidiary thereof,
as
applicable, at any time within twenty four (24) months from the date hereof,
sells or grants any option to purchase or sell or grant any right to reprice
its
securities, or otherwise dispose of or issue (or announce any offer, sale,
grant
or any option to purchase or other disposition) any Mondo Common Stock or Common
Stock equivalents and/or sells, issues, grants or otherwise disposes of any
Mondo Common Stock, to any person or entity not deemed an Exempt Issuance (as
defined in this Section 1.3), entitling any person or entity to acquire shares
of Mondo Common Stock, at an effective price per share less than $0.375 (the
“Initial Price”) (such lower price, the “Base Share Price” and such issuances
collectively, a “Dilutive Issuance”) (if the holder of the Mondo Common Stock or
Common Stock equivalents so issued shall at any time, whether by operation
of
purchase price adjustments, reset provisions, floating conversion, exercise
or
exchange prices or otherwise, or due to warrants, options or rights per share
which are issued in connection with such issuance, be entitled to receive shares
of Mondo Common Stock at an effective price per share which is less than $0.375,
such issuance shall be deemed to have occurred for less than $0.375 on such
date
of the Dilutive Issuance”), then the Seller shall receive additional Mondo
Common Stock equal to the difference between $0.375 and the Base Share Price
multiplied by 65,000, and Purchaser shall immediately issue or cause such shares
to be issued in the name of Seller and delivered to Seller at the following
address, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000. In the event of such a Dilutive Issuance, the Initial Price shall be
re-set to the Base Share Price for the purpose of calculating the next
subsequent Dilutive Issuance; and in the event of additional Dilutive Issuances,
the Initial Price shall be re-set to such subsequent Base Share Prices. Such
adjustment shall be made whenever such Mondo Common Stock or Common Stock
equivalents are issued. The Purchaser shall notify the Seller in writing, no
later than the business day following the issuance of any Mondo Common Stock
or
Common Stock Equivalents subject to this Section 1.3, indicating therein the
applicable issuance price, or applicable resent price, exchange price,
conversion price and other pricing terms (such notice the “Dilutive Issuance
Notice”. For purposes of this Section 1.3, an “Exempt Issuance” shall mean the
issuance of shares of Common Stock or options to (a) Abacus Investments Corp.
(“Abacus”) or any employees, officers, or directors of Abacus or (b) Sanming
Huajian Bio-Engineering, Ltd. (“Sanming”) or any employees, officers, or
directors of Sanming.
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1.4
Piggy-Back
Registration Rights. If at any time after the date hereof until such the date
that the Mondo Common Stock may be sold pursuant to Rule 144 without volume
or
manner of sale restrictions, the Issuer shall determine to prepare and file
with
the Commission a registration statement relating to an offering for its own
account or the account of others of any of its equity securities, other than
on
Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their
then equivalents (a “Registration
Statement”),
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, then the Issuer
shall send a written notice of such determination to each holder of Mondo Common
Stock (the “Holder”) and, if within ten calendar days after the date of delivery
of such notice, any such Holder shall so request in writing, the Issuer shall
include in such Registration Statement all or any part of the Mondo Common
Stock
as the Holder requests to be registered so long as such Mondo Common Stock
are
proposed to be disposed in the same manner as those securities set forth in
the
Registration Statement; provided,
however,
if the
inclusion of Mondo Common Stock requested to be included in the Registration
Statement would cause an adverse effect on the success of any such offering,
based on market conditions or otherwise (an “Adverse
Effect”),
then
the Issuer shall be required to include in such Registration Statement only
that
number of Mondo Common Stock to the extent that such inclusion shall not cause
and Adverse Effect; provided,
further,
if such
number of Mondo Common Stock is limited hereunder, any cutbacks of a Holder’s
Mondo Common Stock shall be done on a pro rata basis among all Holders based
on
their respective number of shares to be registered hereunder. To the extent
that
all of the Mondo Common Stock are not included in the initial Registration
Statement, the Holders shall have the right to request the inclusion of its
Mondo Common Stock in subsequent Registration Statements until all such Mondo
Common Stock have been registered in accordance with the terms hereof. If the
offering in which the Mondo Common Stock is being included in a Registration
Statement is a firm commitment underwritten offering, unless otherwise agreed
by
the Issuer, the Holder shall sell its Mondo Common Stock in such offering using
the same underwriters and, subject to the provisions hereof, on the same terms
and conditions as the other shares of Common Stock that are included in such
underwritten offering. The Issuer shall use its best efforts to cause any
Registration Statement to be declared effective by the Commission as promptly
as
is possible following it being filed with the Commission and to remain effective
until all Mondo Common Stock subject thereto have been sold or may be sold
without volume or manner of sale restrictions. All fees and expenses incident
to
the performance of or compliance with this Section 1.4 by the Issuer shall
be
borne by the Issuer whether or not any Mondo Common Stock are sold pursuant
to
the Registration Statement. The Issuer shall indemnify and hold harmless the
Holder, the officers, directors, members, partners, agents, brokers, investment
advisors and employees of each of them, each person who controls the Holder
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act), and the officers, directors, members, shareholders, partners,
agents and employees of each such controlling person, to the fullest extent
permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees) and expenses (collectively, the “Losses”),
as
incurred, arising out of or relating to (i) any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
prospectus included therein or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to
be
stated therein or necessary to make the statements therein (in the case of
any
prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading or (ii) any violation
or alleged violation by the Issuer of the Securities Act, the Exchange Act
or
any state securities law, or any rule or regulation thereunder, in connection
with the performance of its obligations under this Section 1.4, except to the
extent, but only to the extent, that such untrue statements or omissions
referred to in (i) above are based solely upon information regarding the Holder
furnished in writing to the Issuer by the Holder expressly for use therein,
or
(ii) to the extent that such information relates to such Holder’s proposed
method of distribution of Mondo Common Stock and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration
Statement, the prospectus included therein or in any amendment or supplement
thereto. The rights of the Holder under this Section 1.4 shall survive until
all
Mondo Common Stock have been either registered under a Registration Statement
or
been sold pursuant to an exemption to the registration requirements of the
Securities Act. Each Holder shall, severally and not jointly, indemnify and
hold
harmless the Issuer, its directors, officers, agents and employees, each Person
who controls the Issuer (within the meaning of Section 15 of the Securities
Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, to the extent arising
out of or based solely upon: (x) such Holder’s failure to comply with the
prospectus delivery requirements of the Securities Act or (y) any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, any prospectus included therein, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to
any
omission or alleged omission of a material fact required to be stated therein
or
necessary to make the statements therein not misleading (i) to the extent,
but
only to the extent, that such untrue statement or omission is contained in
any
information so furnished in writing by such Holder to the Issuer specifically
for inclusion in such Registration Statement or (ii) to the extent that such
information relates to such Holder’s proposed method of distribution of Mondo
Common Stock and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, the prospectus included therein
or in any amendment or supplement thereto. In no event shall the liability
of
any selling Holder hereunder be greater in amount than the dollar amount of
the
net proceeds received by such Holder upon the sale of the Mondo Common Stock
giving rise to such indemnification obligation.
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1.5 Closing.
The
Closing of the transactions provided for in this Agreement shall take
place on or before September
30, 2008
(the
“Closing Date”)
at 00
Xxxxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx, 00000.
2. RELATED
TRANSACTIONS
2.1 Finder. There
are
no finders with respect to the transaction contemplated herein.
3. REPRESENTATIONS
AND WARRANTIES BY THE SELLER, PURCHASER
AND
ISSUER
3.1 The
Seller hereby represents and warrants to Purchasers as follows:
(a) The
Seller
is a
corporation duly organized, validly existing, and in good standing under the
laws of the state of Delaware, and is qualified in no other state.
(b) This
Agreement and any other agreement executed by Seller in connection herewith
have
been duly executed and delivered by it and constitute the valid, binding and
enforceable obligation of Seller, subject to the applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and rights of
stockholders.
(c) Seller
has full power and authority to sell and transfer the Shares to Purchaser
without obtaining the waiver, consent, order or approval of (i) any state or
federal governmental authority or (ii) any third party or other person
including, but not limited to, other stockholders of the Issuer.
(d) Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or default under
any term or provision of the Certificate of Incorporation or By-Laws of
the
Seller,
or of any contract, commitment, indenture, other agreement or restriction of
any
kind or character to which the Seller
is
a party to or by which the Seller is bound.
3.2 The
Issuer hereby represents and warrants to the Purchasers as follows:
(a) The
Issuer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and
the
Issuer shall provide to Purchaser on the Closing Date a Certificate of Good
Standing from the Secretary of State of Delaware.
The
Issuer has the corporate power to own its properties and to carry on its
business as now being conducted and is duly qualified to do business and is
in
good standing in each jurisdiction in which the failure to be so qualified
and
in good standing would have a material adverse effect on the Issuer. The Issuer
is not in violation of any of the provisions of its certificate of incorporation
or by-laws. No consent, approval or agreement of any individual or entity is
required to be obtained by the Issuer in connection with the execution and
performance by the Issuer of this Agreement or the execution and performance
by
the Issuer of any agreements, instruments or other obligations entered into
in
connection with this Agreement. The Issuer has no subsidiary, and it does not
have any equity investment or other interest, direct or indirect, in, or any
outstanding loans, advances or guarantees to or on behalf of, any domestic
or
foreign individual or entity.
(b)
To
the
best of Issuer’s knowledge, the authorized capital stock of the Issuer consists
of 40,000,000 shares of common stock, 1,000,000 of which are validly issued
and
outstanding, fully paid and non-assessable and 10,000,000 shares of preferred
stock, none of which are issued and outstanding, as set forth in the Issuer’s
10-Q for the quarter ended June 30, 2008. The Purchaser acknowledges that these
Shares being acquired from the Seller are restricted securities as that term
is
defined in Rule 144 of the Securities Act of 1933, as amended (the
“Act”).
(c)
Other
than as otherwise described herein, the Issuer is not a party to any agreement
or understanding pursuant to which any securities of any class of capital stock
are to be issued or created or transferred. The Issuer has not acquired any
shares of Common Stock, and has no formal or informal agreements or
understandings pursuant to which it can or will acquire any shares of Issuer
Common Stock. The Issuer nor any officer, director or 5% stockholder of the
Issuer has any agreements, plans, understandings or proposals, whether formal
or
informal or whether oral or in writing, pursuant to which it granted or may
have
issued or granted any individual or entity any convertible security or any
interest in the Issuer or the Issuer’s earnings or profits, however defined. As
used in this Agreement, the term “Convertible Securities” shall mean any
options, rights, warrants, convertible debt, equity securities or other
instrument or agreement upon the exercise or conversion of which or upon the
exchange of which or pursuant to the terms of which additional shares of any
class of capital stock of the Issuer may be issued.
(d)
There
is
no private or governmental action, suit, proceeding, claim, arbitration or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to the Issuer’s best knowledge, threatened against the Issuer or any of its
properties or any of its officers or directors (in their capacities as such).
There is no judgment, decree or order against the Issuer that could prevent,
enjoin, alter or delay any of the transactions contemplated by this Agreement.
The term “Best Knowledge” of
the
Issuer shall mean and include (i) actual knowledge and (ii) that knowledge
which
a prudent businessperson would reasonably have obtained in the management of
such Person’s business affairs after making due inquiry and exercising the due
diligence which a prudent businessperson should have made or exercised, as
applicable, with respect thereto. Actual or imputed knowledge of any director
or
officer or Seller shall be deemed to be knowledge of the Issuer.
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(e)
There
are
no material claims, actions, suits, proceedings, inquiries, labor disputes
or
investigations (whether or not purportedly on behalf of the Issuer) pending
or,
to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation. No bankruptcy, receivership or debtor relief
proceedings are pending or, to the best of the Issuer’s knowledge, threatened
against the Issuer.
(f)
The
Issuer has complied with, is not in violation of, and has not received any
notices of violation with respect to, any federal, state, local or foreign
laws,
judgment, decree, injunction or order, applicable to it, the conduct of its
business, or the ownership or operation of its business. References in this
Agreement to “Laws” shall refer to any laws, rules or regulations of any
federal, state or local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body (including, without
limitation, any federal or state securities law, regulation, rule or
administrative order).
(g) The
Issuer has properly filed all tax returns (if any) required to be filed and
has
paid all taxes shown thereon to be due. To the Best Knowledge of the Issuer,
all
tax returns previously filed are true and correct in all material respects.
(h) The
Issuer has no outstanding liabilities or obligations to any party except as
reflected on the Issuer’s Form 10-Q for the quarter ended June 30, 2008, other
than charges since such date similar to those incurred in past periods and
consistent with past practice, all of which will be discharged prior to or
at
the Closing so that, at the Closing, the Issuer will have no direct, contingent
or other obligations of any kind or any commitment or contractual obligations
of
any kind and description.
(i) All
of
the business and financial transactions of the Issuer have been fully and
properly reflected in the books and records of the Issuer in all material
respects and in accordance with US generally accepted accounting principles
consistently applied.
(j) The
Issuer is current with its reporting obligations under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). None of the Issuer’s filings made
pursuant to the Exchange Act (collectively, the “Issuer SEC Documents”) contain
any misstatements of material fact or omit to state a material fact necessary
to
make the statements made therein not misleading. The Issuer SEC Documents,
as of
their respective dates, complied in all material respects with the requirements
of the Exchange Act, and the rules and regulations of the Commission thereunder,
and are available on the Commission’s XXXXX system. The financial statements
included in the Issuer SEC Documents present and reflect, in accordance with
generally accepted accounting principles, consistently applied, the financial
condition of the Issuer on the balance sheet dates and the results of its
operations, cash flows and changes in stockholders’ equity for the periods then
ended in accordance with US generally accepted accounting principles,
consistently applied. The accountants who audited the Issuer’s financial
statements are independent, within the meaning of the Securities Act and are
a
member of the PCAOB. There has not occurred any material adverse change, or
any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Issuer, from that set forth in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2008.
(k) The
execution and delivery of this Agreement by the Issuer and the consummation
of
the transactions contemplated by this Agreement will not result in any material
violation of the Issuer’s certificate of incorporation or by-laws.
(l) All
representations, covenants and warranties of the Issuer and Sellers contained
in
this Agreement shall be true and correct on and as of the Closing date with
the
same effect as though the same had been made on and as of such
date.
(m) The
Issuer has the corporate power, authority and capacity to carry on its business
as presently conducted.
3.3 Each
Purchaser, individually and not jointly, represents and warrants to Seller
and
Issuer as follows:
(a) Purchaser
understands that the Shares have not been registered with the United States
Securities and Exchange Commission or any state or foreign securities agencies.
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(b) Purchaser
has the requisite competence and authority to execute and deliver this Agreement
and any other agreements and undertakings referenced herein, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement and any other agreements executed by Purchaser in connection
herewith have been duly executed and delivered by it and constitute the valid,
binding and enforceable obligation of Purchaser, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally
and the rights of stockholders.
(c) The
Purchaser has consulted its own independent counsel and tax advisor regarding
the transactions described herein. Purchaser is capable of evaluating the merits
and risks of its investment in the Issuer
and has
the capacity to protect its interests. Purchaser acknowledges that it must
bear
the economic risk of this investment indefinitely, unless the Shares are
subsequently registered pursuant to the Securities Act of 1933, as amended
(the
“Act”), or an exemption from registration is available. Purchaser understands
that the Issuer
has no
present intention of registering the Shares.
(d) Purchaser
is not an underwriter and is acquiring the Seller’s Shares for Purchaser’s own
account for investment only and not with a view towards distribution thereof
within the meaning of the Act, the state securities laws and any other
applicable laws.
(e) Purchaser
has the capacity to protect its interests in connection with the transactions
contemplated hereby as a result of its business or financial
expertise.
(f) Reserved.
(g) To
the
extent that any federal, and/or state securities laws shall require, the
Purchaser hereby agrees that any Shares acquired pursuant to this Agreement
shall be without preference as to assets.
(h) Neither
the Issuer
nor the
Seller is under an obligation to register or seek an exemption under any
federal, state or foreign securities acts for any stock of the Issuer
or to
cause or permit such stock to be transferred in the absence of any registration
or exemption and that the Purchaser herein must hold such stock indefinitely
unless such stock is subsequently registered under any federal and/or state
securities acts or an exemption from registration is available.
(i) The
Purchaser has had the opportunity to ask questions of the Issuer
and the
Seller and receive additional information from the Issuer
and the
Seller to the extent that the Issuer
and the
Seller possessed such information or could acquire it without unreasonable
effort or expense necessary to evaluate the merits and risks of any investment
in the Issuer.
Further, the Purchaser has been given or has had access to: (1) all material
books and records of the Issuer;
(2) all
material contracts and documents relating to the Issuer
and this
proposed transaction; and (3) an opportunity to question the Seller and the
appropriate executive officers of the Issuer.
(j) The
Purchaser understands that the Certificates representing the Shares delivered
pursuant to this Agreement are subject to certain trading restrictions imposed
under Rule 144 of the Act or Regulation S promulgated under the Act are
applicable to the Shares.
4. SURVIVAL
OF REPRESENTATIONS; INDEMNIFICATION
4.1 Survival
of Representations.
All
representations, warranties, and agreements made by any party in this Agreement
or pursuant hereto shall survive the execution and delivery hereof and any
investigation at any time made by or on behalf of any party for a period not
to
exceed 180 days.
4.2 Indemnification.
The Seller agrees to indemnify the Purchaser, and hold it harmless from and
in
respect of any assessment, loss, damage, liability, cost and expense (including,
without limitation, interest, penalties, and reasonable attorneys’ fees) up to
$14,375.00 in the aggregate, imposed upon or incurred by the Purchasers
resulting from a breach of any agreement, representation, or warranty of the
Seller if the claim is brought within six (6) months of Closing. Assertion
by
the Purchasers to their right to indemnification under this Section 4.2 shall
not preclude assertion by the Purchasers of any other rights or the seeking
of
any other remedies against the Seller.
5. MISCELLANEOUS
5.1 Expenses.
All fees and expenses incurred by the Purchasers and Seller in connection with
the transactions contemplated by this Agreement shall be borne by the respective
parties hereto.
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5.2 Further
Assurances. From time to time, at the Purchasers Agent request and without
further consideration, the Seller, will execute and transfer such documents
and
will take such action as the Purchasers may reasonably request in order to
effectively consummate the transactions contemplated herein.
5.3 Parties
in Interest. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of, and shall be enforceable by the prospective
heirs, beneficiaries, representatives, successors and assigns of the parties
hereto.
5.4
Resignation
as Officer/Director.
On
the
Closing Date:
(a)
Each
of
the directors and officers of Issuer shall have resigned as directors
and/or officers
of Issuer; and
(b)
Xxxx
Xxxxx shall be appointed as the sole director of the Board of
Directors.
5.5 Prior
Agreements; Amendments. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement shall not be amended
except by a writing signed by both parties or their respective successors or
assigns.
5.6 Headings.
The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations
of
this Agreement.
5.7 Governing
Law. The situs of this Agreement is New York, New York, and for all purposes
this Agreement will be governed exclusively by and construed and enforced in
accordance with the laws and Courts prevailing in the state of New
York.
5.8 Notices.
All notices, requests, demands, and other communication hereunder shall be
in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:
If
to the
Seller:
Mondo
Management Corp.
00
Xxxxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx, 00000
Attn:
Xxxxxx Xxxxxx, Esq.
If
to the
Purchasers:
Xxxx
Xxxxx
0000
XX
00xx
Xxxxxx
Xxxx
Xxxxx, Xxxxxxx 00000
If
to the
Issuer:
00
Xxxxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx, 00000
Attn:
Xxxxxx Xxxxxx, Esq.
5.9 Effect.
In the event any portion of this Agreement is deemed to be null and void under
any state, provincial, or federal law, all other portions and provisions not
deemed void or voidable shall be given full force and effect.
5.10 Counterparts.
This Agreement may be executed in one or more counterparts and by transmission
of a facsimile or digital image containing the signature of an authorized
person, each of which shall be deemed and accepted as an original, and all
of
which together shall constitute a single instrument. Each party represents
and
warrants that the person executing on behalf of such party has been duly
authorized to execute this Agreement.
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Seller, the Purchaser and the Issuer on the date first written
above.
*
* * * *
* * * *
(signature
page follows)
6
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first written above.
SELLER:
Mondo
Management Corp.
By:
__________________________
Its:
__________________________
ISSUER:
By:
____________________________
Its:
____________________________
PURCHASERS:
Xxxx
Xxxxx.
By:
____________________________
An
individual
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