Exhibit 10.1
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AGREEMENT FOR THE PURCHASE OF COMMON STOCK
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AGREEMENT, made as of this 1th day of November 2004, by and between
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Shareholders of Supcor, Inc. as listed on Schedule A annexed hereto, with
offices in care of Xxxx X. Xxxx III at 000 Xxxxxxx Xxxxxx - Floor 21, Xxx Xxxx,
Xxx Xxxx 00000 (hereafter collectively the "Sellers"); Supcor, Inc. a Delaware
Corporation with offices at 000 Xxxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Supcor"), and the persons listed in Schedule B annexed hereto
WHEREAS Sellers own in the aggregate 4,500,988 restricted shares of common
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stock of Supcor, (the "Shares") (constituting 90 percent) out of a total of
4,997,640 shares issued and outstanding.
WHEREAS Sellers wish to sell to Buyers and Buyers wish to purchase from
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Sellers the Shares as set forth in Schedule A.
NOW THEREFORE, In consideration of the mutual promises covenants and
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representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
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SALE OF SECURITIES
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1.01 Sale of Shares. Subject to the terms and conditions of this Agreement,
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the Sellers agree to sell and Buyers agree to purchase, the shares from Sellers
for a total Purchase Price of $110,000.00(the "Purchase Price").
1.02 Payment. Sellers acknowledge payment of an initial deposit of
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US$20,000.00 towards the Purchase Price. The remaining balance of the Purchase
Price of US$90,000.00 will be paid to the Sellers at closing.
1.03 Sellers shall deliver their Supcor Shares to Xxxxxx X. Xxxxxxx attorney
as Escrow Agent which shares shall be duly endorsed for transfer with signature
medallion guaranteed. Escrow Agent shall hold the Shares pending confirmation of
payment of the balance of the Purchase Price and upon confirmation thereof shall
cause the Shares to be delivered to transfer agent for distribution among the
various Buyers as provided in Schedule B hereto.
1.04 Buyers acknowledge and agree that the US$20,000.00 deposit heretofore
made is non-refundable.
1.05 Supcor's Shares are being sold to Buyers in reliance upon Buyers
representations that upon Buyers' assuming control of Supcor by virtue of the
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purchase of the Shares pursuant to this Agreement, Buyers will cause the sale of
not less than 100% of the stock of Xxxxx, to Supcor in transaction pursuant to
which Xxxxx will become a wholly owned subsidiary of Supcor.
1.06 As promptly as possible following the closing of the purchase of the
Shares hereunder, Supcor's new management will execute a stock purchase
agreement between Supcor and the controlling shareholders of Xxxxx pursuant to
which Xxxxx will become a wholly owned subsidiary of Supcor.
ARTICLE II
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REPRESENTATIONS AND WARRANTIES
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Of Sellers and Supcor
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The Sellers and Supcor, individually, jointly and severally, represent and
warrant to Buyers as following:
2.01 Organization and Standing. Supcor is a corporation duly organized,
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validly existing and in good standing under the laws of the State of Delaware
and is qualified to do business as a foreign corporation in every jurisdiction
in which such qualification is required, and has full power and authority to
carry on its business as now conducted and to own and operate its assets,
properties and business.
2.02 Capitalization. As of the date hereof, and as of the Closing Date, the
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entire authorized capital stock of Supcor consists of 25,000,000 shares of
common stock, par value US$.001 per share, of which 4,997,640 shares are issued
and outstanding and 5,000,000 shares of Preferred Stock par value US$.001 of
which no shares are issued and outstanding. All of the issued and outstanding
shares of Supcor common stock have been duly authorized and are validly issued,
fully paid, and non-assessable and have been issued free of preemptive rights of
any security holder. Except as provided by this Agreement, there are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require Supcor to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There is no outstanding or authorized
stock appreciation, phantom stock, profit participation, or similar rights with
respect to Supcor.
2.03 Authorization of Transaction. The Shareholders and Supcor have full
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power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legally binding
obligation of Supcor, enforceable in accordance with its terms and conditions.
Supcor need not give any notice to, make any filings with, or obtain any
authorization, consent, or approval of any government or governmental agency, in
order to consummate the transactions contemplated by this Agreement, other than
filings that may be required or permitted under states securities law, the Act
and/or the Exchange Act resulting from the issuance of the Supcor Shares.
2.04 Non-contravention. Neither the execution and the delivery of this
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Agreement nor the consummation of the transactions contemplated hereby, will (A)
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violate any constitution, statute, regulation, rule, injunction, judgment, order
decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which Supcor is subject or any provision of its charter or
bylaws, or (B) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which Supcor is a
party or by which it is bound or to which any of its assets is subject.
2.05 Material Agreements. Supcor is not a party to or bound by any:
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(i) Employment, advisory or consulting contract;
(ii) Plan providing for employee benefits of any nature;
(iii) Lease with respect to any property or equipment;
(iv) Contract, agreement, understanding or commitment for any future
expenditure in excess of US$1,000 in the aggregate;
(v) Contract or commitment pursuant to which it has assumed, guaranteed,
endorsed, or otherwise become liable for any obligation of any other
person, firm or organization; or
(vi) Agreement with any person relating to the dividend, purchase or sale
of securities, that has not been settled by the delivery or payment
of securities when due, and which remains unsettled upon the date of
the Agreement.
2.06 Taxes. Supcor has filed all federal, state and local income or other
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tax returns and reports that it is required to file with all governmental
agencies, wherever situated, and has paid all taxes as shown on such returns.
All of such returns are true and complete.
2.07 Absence of Liabilities. As of the Closing date, Supcor will have no
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liabilities (whether known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or un-accrued, whether liquidated or
un-liquidated and whether due or to become due, including any liability for
taxes, except for the costs, including legal and accounting fees and other
expenses, in connection with this transaction for which Supcor agrees to be
responsible, and to pay in full at or prior to the Closing.
2.08 No Pending Actions. There are no legal actions, lawsuits, proceedings
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or investigations, administrative or judicial, pending or threatened, against or
affecting Supcor, or against any of Supcor's officers or directors and arising
out of their operation of Supcor. Supcor has been in compliance with, and has
not received notice of violation of any law, ordinance or regulation of any kind
whatever, including, but not limited to, the Act, the Securities Exchange Act of
1934, as amended, (the "Exchange Act") the rules and regulations of the SEC, or
the securities laws and regulations of any state. Supcor is not an "investment
company" as such term is defined by the Investment Company Act of 1940, as
amended.
2.09 Corporate Records. All of Supcor's books and records, including,
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without limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its date
of incorporation.
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2.10 Filings with the SEC; Financial Statements. Supcor has made all filings
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with the SEC that it has been required to make under the Act and the Exchange
Act (such reports, together with Supcor's Registration Statement on Form 10-SB,
as amended from time to time, are hereinafter collectively referred to as the
"Public Reports"). Each of the Public Reports has complied with the Act and the
Exchange Act, as the case may be, in all material respects. None of the Public
Reports, as of their respective dates, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. Supcor's Form 10-SB, at the time it became effective under
the Exchange Act, did not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading. The financial statements (including the notes thereto) included in
the Public Reports have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered thereby and present fairly the
financial condition of Supcor as of such dates and the results of operations of
Supcor for such periods; provided, however, that the financial statements for
all interim periods are subject to normal year-end adjustments and lack
footnotes and other presentation items.
2.11 Sellers' representatives Xxxx X. Xxxx and Xxxxxx Xxxxxxxxx ("Sellers'
Representatives") herein agree to assist the Buyers with all required filings
with the State of Delaware, the SEC, and the NASD necessary to complete the sale
of Supcor to the Buyers, the purchase of Xxxxx by Supcor, the change of the name
of Supcor to whatever name is chosen by the Buyers. Sellers' Representatives
will direct their attorney to execute and file the shareholder notification of
change of control, directors, officers, change of the company name as required
by the State of Delaware. The Sellers' Representatives will direct their
attorney to file such notices and documents as are required by the SEC
evidencing a change of control and business plan of operation including a form
8K filing. The Sellers' Representatives agree to assist Xxxxx and to act as a
consultant to the company in the formation of the capital stock structure of the
public company so as to best achieve the objectives and goals of Xxxxx in the
U.S. capital markets. The Sellers' Representatives will introduce a Broker
Dealer to the merged Supcor/Xxxxx public company who will file a 15c211 listing
application with the NASD on behalf of the company, and assist in the formation
and creation of a Private Placement Memorandum (PPM), an SB2 stock registration
filing with the SEC. Sellers' Representatives will assist the company to
negotiate terms and conditions of the agreements with legal, accounting and
securities firms to insure they meet industry standards and conditions.
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ARTICLE III
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SELLERS' WARRANTS
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3.01 Simultaneously with closing Buyer shall cause Supcor to issue and deliver
to Sellers' Representatives Warrants to purchase at par value per share such
sufficient number of shares of Supcor common stock so that if fully exercised by
Sellers' Representatives, they will own in the aggregate 5% of the issued and
outstanding share of Supcor. The Warrants shall expire one (1) year after
closing and shall contain anti-dilution provisions for such period.
3.02 The provisions of this Article shall survive Closing and shall be binding
upon and inure to the benefit of Buyers and Sellers and their respective
successors and assigns.
ARTICLE IV
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Notices
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4.01 All notices and other communications given or made pursuant hereto shall
be sent by personal delivery, certified mail, return-receipt requested or by
reputable overnight courier next day delivery, and shall be deemed to have been
duly given or made as of the date delivered, if delivered personally, or upon
receipt if delivered by certified mail or overnight courier to the parties at
the addresses set forth in the preamble to this Agreement (or at such other
address for a party as shall be specified by like changes of address)
ARTICLE V
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Miscellaneous Provisions
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5.01 This Agreement is the entire agreement between the parties in respect of
the subject matter hereof, and there are no other agreements, written or oral,
nor may this Agreement be modified except in writing and executed by all of the
parties hereto. The failure to insist upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
ARTICLE VI
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Closing
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6.01 The Closing of this contract and the Payment contemplated by this
Agreement ("Closing") shall take place at, on or before November 30, 2004, or
such other date as the parties hereto shall agree upon.
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6.02 By November 30, 2004, all of the documents and items referred to herein
shall be exchanged between the Sellers and the Buyers to evidence the Buyers'
rights and Shareholders of Supcor including, but not limited to Stock
Certificates, Board Resolutions and all legal and required corporate records.
ARTICLE VII
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Governing Law and Jurisdiction
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7.01 This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York. The parties herein consent to
jurisdiction in the appropriate State or Federal Court in New York City in the
State of New York, U.S.A.
ARTICLE VIII
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Counterparts
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8.01 This Agreement may be executed in duplicate facsimile counterparts, each
of which shall be deemed an original and together shall constitute one and the
same binding Agreement, with one counterpart being delivered to each party
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
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the date and year above first written.
Respective Signature Pages of Sellers and Buyers follow as Schedules A and B
respectively.
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SCHEDULE A
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Sellers
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NO. OF SUPCOR SHARES
NAME BEING SOLD
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Mid-Continental Securities Corp
By /s/ Xxxx Xxxxxxx, President 978,090
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Ambassador Capital Group
By /s/ Xxxx Xxxxxxx, President 104,800
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Xxxxx Capital Group
By /s/ Xxxxxx Xxxxxxx, President 5,000
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/s/ Xxxxxx Xxxxxxx 25,000
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/s/ Xxxxxxxx Xxxxxxx 15,000
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s/ Xxxxx Xxxxxx 950,000
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s/ Xxxxx Xxxxxx c/f Xxxxx Xxxxxx 80,000
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s/ Xxxxx Xxxxxx c/f Eve M. Little 80,000
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s/ Xxxxx Xxxxxx c/f Xxxxx Xxxxxx 80,000
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s/ Xxxx X. Xxxx 1,086,549
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s/ Xxxxxx X. Xxxxxxxxx 1,086,559
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SCHEDULE B
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Buyers
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NO. OF SUPCOR SHARES
NAME BEING PURCHASED
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s/ Xxxxxx Xxxxx 1,350,296
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s/ Xxx Xxxx 900,198
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s/ Xxxxxx xxxx Tian 585,128
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s/ Guocong Zhou 585,128
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s/ Xxxxxxx Xxx 405,089
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s/ Xx Xxx 405,089
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s/ Quiqing Liu 270,060
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