AGREEMENT (Bern Noble, Ltd.)
Exhibit
10.2
(Xxxx
Xxxxx, Ltd.)
This
Agreement (“Agreement”)
is effective on the date of execution by the last signatory hereto (the “Effective Date”) by and
between CHINA PREMIUM LIFESTYLE ENTERPRISE, INC. (“China Premium”) and XXXX
XXXXX, LTD (“Xxxx
Xxxxx”) (China Premium and Xxxx Xxxxx are collectively referred to herein
as the “Parties” and
individually as a “Party”).
WHEREAS,
China Premium, formerly known as Xact Aid, Inc., is a Nevada corporation with
its principal place of business in Hong Kong, China.
WHEREAS,
Xxxx Xxxxx is a Nevada corporation with its principal place of business in Los
Angeles, California.
WHEREAS,
on or about July 15, 0000, Xxxxx Premium entered into a Share Exchange Agreement
(the “Share Exchange Agreement”) with Xxxx Xx Xxxx, Xxxxxx Enterprises, Inc.,
Xxxxxxx Xxxxxxxx and Technorient Limited (“Technorient”) whereby, among other
things, China Premium was to acquire 49% of the outstanding capital stock of
Technorient in exchange for securities of China Premium.
WHEREAS,
the Share Exchange Agreement closed on or about September 5, 2006.
WHEREAS,
Xxxx Xxxxx provided consulting services to China Premium in connection with the
Share Exchange Agreement and was to be compensated for said
services.
IT IS
HEREBY AGREED that in consideration for the consulting services rendered by Xxxx
Xxxxx to China Premium in connection with the Share Exchange Agreement, China
Premium will issue to Xxxx Xxxxx 1,210,631 shares of restricted common stock of
China Premium, in eight monthly installments of 134,550 shares and a final
installment of 134,231 shares. The first monthly installment will be
issued on March 1, 2010, or other date as set pursuant to agreement of the
Parties. Subsequent installments will be issued on the same day of
each succeeding month as the initial installment until all such shares are
issued. Xxxx Xxxxx acknowledges and agrees that the common stock will
be restricted and cannot be sold or transferred without the restrictive legend
for a period of six months following issuance thereof, and that it will take no
action to obtain removal of the restrictive legend therefrom for a period of six
months following issuance of each respective installment. Said shares
when issued shall bear the following restrictive legend:
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“144
LEGEND
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAW. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION
COVERING SUCH SHARES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED, IN EACH CASE
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS. EACH HOLDER AND BENEFICIAL OWNER, BY
ITS ACCEPTANCE OF THIS CERTIFICATE OR ANY INTEREST IN THE SHARES EVIDENCED
HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING AND FOLLOWING
RESTRICTIONS.
AGREEMENT
LEGEND
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS, CONDITIONS
AND RESTRICTIONS SET FORTH IN THAT CERTAIN AGREEMENT, EFFECTIVE MARCH 1, 2010,
BY AND BETWEEN THE ISSUER AND XXXX XXXXX LTD. THE SHARES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS, CONDITIONS AND RESTRICTIONS OF
SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AND
THE COMPANY’S TRANSFER AGENT. SUCH TERMS, CONDITIONS AND RESTRICTIONS
ARE BINDING ON ANY AND ALL TRANSFEREES OF THESE SHARES.”
China
Premium acknowledges and agrees that after six months has elapsed after issuance
of each installment it will
not interfere with the removal of the restrictive legend with respect to each
respective installment of shares.
Each
Party acknowledges that he has not relied upon any oral representations in
entering into this Agreement and that all agreements between the Parties with
respect to the subject matter hereof are set forth in writing. This
Agreement may not be changed or modified except by a writing signed by the
Parties hereto.
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This
Agreement will be governed by and construed under the laws of the State of
California without regard to conflicts of laws principles. The
Parties hereby consent to and waive all objections to the non-exclusive personal
jurisdiction of, and venue in, Los Angeles County, California, for the purposes
of all cases and controversies involving this Agreement and its
enforcement.
The
Parties shall bear their own legal fees and costs relating to the preparation of
this Agreement and related documents. In the event of any litigation
arising out of this Agreement, the prevailing party shall recover from the other
party the prevailing party’s reasonable attorneys’ fees, paralegals’ fees,
expert witness fees, and other fees, costs, and expenses incurred in connection
with such litigation through and including exhaustion of any appeals taken by
any party.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together constitute one and the same
document. Facsimiles and emails will carry the same weight and
authority as original signatures.
IN WITNESS WHEREOF, the below parties
have caused this Agreement to be executed as of the day and year as set forth
below:
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/s/Xxxxxxx Xxxxxxxx
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By:
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Xxxxxxx
Xxxxxxxx
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Title:
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Director
and Chief Operating Officer
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Date:
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February
26, 2010
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XXXX
XXXXX, LTD
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/s/Xxxxxx X. Xxxxxxx III
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By:
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Xxxxxx
X. Xxxxxxx III
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Title:
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President
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Date:
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February
26, 2010
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