EXHIBIT 10.2
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (the "Agreement") is entered into as of the
22nd day of May, 2006 between Xx. Xxxx X. Xxx (the "Seller") and Xx. Xxxxx Xxx
Tang of 000 Xxxxxx Xx, Xxxxxxx, XX 00000 (the "Buyer").
WHEREAS
(A) Seller owns 118,750 shares of Common Stock, par value $.01 per share
(the"Shares") of Madison Avenue Holding Co.;
(B) Buyer desires to purchase the Shares from Seller, and Seller desires to
sell the Shares to Buyer, upon the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Purchase and Sale of Shares. Upon the basis of the representations and
warranties herein contained, and the other terms of this Agreement, Buyer
agrees to purchase the Shares from Seller, and Seller agrees to sell,
transfer, assign and deliver the Shares to Buyer, free and clear of any
liens security interests, encumbrances, claims, liabilities, restrictions
and third party right ("Liens").
2. Purchase Price. The purchase price for Shares shall be $160,000 ("Purchase
Price").
3. Closing. The closing of the sale and purchase of the Shares (the "Closing")
shall take place on 30th May, 2006, (or on such other date as the parties
may otherwise) at such location and time as the parties shall agree. At the
Closing (i) Seller shall deliver to Buyer a certificate for the Shares duly
or accompanied by stock powers duly endorsed in blank, with required
transfer tax stamps affixed thereto and (ii) Buyer shall deliverer to
Seller the Purchase Price in immediately available funds by wire transfer
to an account/accounts of Seller with a bank designated by Seller, by
notice to Buyer, not later than two business days prior to the date of the
Closing (or if not so designated, then by certified or official bank
check(s) payable in immediately available funds to the order of Seller
and/or his designee in such amount).
4. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer as follows:
(a) Seller has full power, capacity and right to execute and deliver this
Agreement and to perform his obligations hereunder.
(b) This Agreement has been duly executed and delivered by Seller and
constitutes the valid and binding agreement of Seller enforceable
against Seller in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to
creditors rights or general principles of equity.
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(c) Seller is the record and beneficial owner of the Shares free and clear
of any Liens. At the Closing, Seller will transfer and deliver to
Buyer good and valid title to the Shares free and clear of any Lien.
(d) No approval, authorization, consent or filing is required by the
Seller in connection with the execution, delivery and performance of
this Agreement by Seller, except as may be required under the
Securities Exchange Act of 1934.
(e) The execution, delivery and performance of this Agreement by Seller
does not contravene or conflict with any material agreement, contract
or other instrument, or any law, rule, regulation, order or decree,
binding upon or applicable to the Seller.
5. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller as follows:
(a) Buyer has full power, capacity, authority and right to execute and
deliver this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized by all necessary action and
constitutes the valid and binding agreement of Buyer enforceable
against Buyer in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to
creditors rights or by general principles of equity.
(c) No approval, authorization, consent or filing is required in
connection with the execution, delivery and performance of this
Agreement by Buyer, except as may be required under the Securities
Exchange Act of 1934, as amended.
(d) The execution, delivery and performance of this Agreement by Buyer
does not contravene or conflict with the articles of incorporation or
bylaws of Buyer or with any material agreement, contract or other
instrument, or any law, rule, regulation, order or decree, binding
upon or applicable to Buyer.
6. Miscellaneous.
(a) The parties agree to cooperate with each other in executing and
delivering all further documents necessary to effect the purchase and
sale of the Shares, and both parties agree to cooperate with the other
for purposes of effecting the other terms of this Agreement.
(b) All representations, warranties, covenants, and obligations in this
Agreement will survive the Closing.
(c) Any provision of this Agreement may be amended or waived, if, but only
if, such amendment or waiver is in writing and is signed by both
parties hereto.
(d) This Agreement shall be binding upon and inure to the benefit of each
of the parties and their respective heirs, administrators, successors,
assigns and legal representatives.
(e) This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without regard to the conflicts of
law rules of such state (other than Section 5-104 of the General
Obligations Law of the State of New York).
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(f) The parties agree that the terms of this Agreement, and the discussion
relating to this Agreement, are and shall remain confidential as
between the parties, unless and to the extent disclosure is required
by law, or to secure advice from a legal or tax advisor.
(g) This Agreement contains the entire agreement of the parties hereto
with respect to the purchase of the Shares and the other transactions
contemplated herein, and supersedes all prior understandings and
agreements of the parties with respect to the subject matters hereof.
(h) This Agreement may be executed in counterparts each of which shall be
an original with the same effect as if the signatures thereto and
hereto were upon the same instrument. No provision of this Agreement
is intended to confer upon any Person other than the parties hereto
any rights or remedies hereunder.
(i) If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such a determination, the
parties shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in
an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent
possible.
(j) All notices, requests, consents and other communications required or
permitted hereunder shall be in writing and shall be hand delivered or
mailed postage prepaid by registered or certified mail or transmitted
by facsimile transmission (with immediate telephonic confirmation
thereafter),
(1) If to the Seller, to:
Xxxx Xxx
Facsimile No.: (000) 000 0000
with a copy to:
Guzov Ofsink LLC
000 Xxxxxxx Xxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx, Esq. and Xxxxxxxx Xxx, Esq.
Facsimile No.: (000) 000 0000
(1) If to theBuyer, to:
Seung Xxx Xxxx
000 Xxxxxx Xxxxxx,
Xxxxxxx, XX 00000
Facsimile No.: (000) 000 0000
or at such other address as the Buyer or Seller each may specify by
written notice to the others, and each such notice, request, consent
and other communication shall for all purposes of the Agreement be
treated as being effective or having been given when delivered if
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delivered personally, upon receipt of facsimile confirmation if
transmitted by facsimile, or, if sent by mail, at the earlier of its
receipt of 72 hours after the same has been deposited in a regularly
maintained receptacle for the deposit of United States mail, addressed
and postage prepaid as aforesaid.
IN WITNESS WHEREOF, each of the undersigned has duly executed to duly execute,
this Agreement as of the date first set forth above.
/s/ Xxxx X. Xxx
---------------------------
Name: Xxxx X. Xxx
/s/ Seung Xxx Xxxx
----------------------------
Name: Seung Xxx Xxxx
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