FORM OF] CHINA AGRO SCIENCES CORP. Common Stock Purchase Agreement Under 2006 Non-Qualified Stock Grant and Option Plan
[FORM
OF]
Under
2006 Non-Qualified Stock Grant and Option Plan
THIS
AGREEMENT is dated as of _______________, 20__, between China Agro Sciences
Corp., a Florida corporation (the “Company”), and _________________________
(“Purchaser”).
WITNESSETH:
WHEREAS,
pursuant to the terms of a _________________________ Agreement dated
________________, 20__, by and between Purchaser and the Company (the
“_____________ Agreement”), the Company has agreed to issue to Purchaser
_______________ shares of the Company’s common stock in exchange for
__________________________________________.
WHEREAS,
pursuant to the terms hereof, Purchaser desires to purchase shares of the
Company as herein described, on the terms and conditions set forth in this
Agreement and the China Agro Sciences Corp. 2006 Non-Qualified Stock Grant
and
Option Plan (the “Plan”). Certain capitalized terms used in this Agreement are
defined in the Plan.
NOW,
THEREFORE, it is agreed between the parties as follows:
| 1. |
PURCHASE
OF SHARES.
|
Purchaser
hereby agrees to purchase from the Company and the Company agrees to sell and
issue to Purchaser ________________ shares of the Company’s common stock (the
“Stock”) in exchange for ________________ valued by the Company at
$___________
per the
terms of the ____________________ Agreement. Vesting of the Stock shall be
governed by the ______________ Agreement. The closing hereunder (the “Closing”)
shall occur at the offices of the Company on the date hereof, or such other
time
and place as may be designated by the Company (the “Closing Date”).
The
Purchaser’s interest in the Stock shall be fully vested as of the Closing
Date.
| 2. |
PURCHASER’S
INVESTMENT
REPRESENTATIONS.
|
This
Agreement is made with Purchaser in reliance upon Purchaser’s representation to
the Company, which by Purchaser’s acceptance hereof Purchaser confirms, that the
Stock which Purchaser will receive will be acquired with Purchaser’s own funds
for investment for an indefinite
period for Purchaser’s own account, not as a nominee or agent, and not with a
view to the sale or distribution of any part thereof, and that Purchaser has
no
present intention of selling, granting participation in, or otherwise
distributing the same, but subject, nevertheless, to any requirement of law
that
the disposition of Purchaser’s property shall at all times
be
within Purchaser’s
control. By executing this Agreement, Purchaser further represents that
Purchaser does not have any contract, understanding or agreement with any person
to sell, transfer, or grant participation, to such person or to any third
person, with respect to any of the Stock.
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In
connection with the investment representations made herein, Purchaser represents
that Purchaser is able to fend for himself or herself in the transactions
contemplated by this Agreement, has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of
Purchaser’s investment, has the ability to bear the economic risks of
Purchaser’s investment and has been furnished with and has had access to such
information as would be made available in the form of a registration statement
together with such additional information as is necessary to verify the accuracy
of the information supplied and to have all questions answered by the
Company.
| 3. |
NO
DUTY TO TRANSFER IN VIOLATION
HEREUNDER.
|
The
Company shall not be required (a) to transfer on its books any shares of
Stock of the Company which shall have been sold or 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.
| 4. |
OTHER
NECESSARY ACTIONS.
|
The
parties agree to execute such further instruments and to take such further
action as may reasonably be necessary to carry out the intent of this
Agreement.
| 5. |
NOTICE.
|
Any
notice, request, or instructions given in connection with this Option shall
be
in writing and shall be delivered in person during normal business hours, by
facsimile, or by overnight mail against a receipt for delivery, to the following
addresses:
If
to
Grantor, at China Agro Sciences Corp., 000 Xxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, XX 00000, Facsimile No. (___) ____________, Attention:
President.
If
to
Grantee, at ___________________________, Facsimile No. (___) ____________ or
at
such other address as either of the parties shall have given notice to the
other
in accordance with the provisions hereof.
| 6. |
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 and Purchaser’s heirs, executors, administrators,
successors and assigns. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition,
whether of a like or different nature.
| 7. |
APPLICABLE
LAW.
|
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Florida, as such laws are applied to contracts entered into and
performed in such state.
| 8. |
NO
ORAL MODIFICATION.
|
No
modification of this Agreement shall be valid unless made in writing and signed
by the parties hereto.
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| 9. |
ENTIRE
AGREEMENT.
|
This
Agreement and the ____________ Agreement constitute the entire complete and
final agreement between the parties hereto with regard to the subject matter
hereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
| China
Agro
Sciences Corp., an Florida corporation |
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By: Its: |
By: Its: |
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