COMMON STOCK PURCHASE AGREEMENT
This
Common Stock Purchase Agreement (the
“Agreement”) is
made as of the 30th day of December 2010, by and between Feigeda Electronic
Technology, Inc., a Delaware corporation (the “Company”), and Bu
Xxxxx (“Purchaser”).
WHEREAS,
the Company owes Purchaser an aggregate of $803,472.00 U.S. dollars (the "Debt") in connection
the Purchaser’s sale of 45% of the ownership interest of Feigeda Electronic (SZ)
Co., Ltd. to a subsidiary of the Company in March 2009;
WHEREAS,
the Company will be receiving funds from an offering of shares of its common
stock, $0.0001 par value per share (the “Common Stock”) and
has notified the Purchaser of its intent use a portion of such funds to satisfy
the Debt in full;
WHEREAS,
the Purchaser has notified the Company of his desire to purchase shares of
Common Stock using funds to be received from the Company in satisfaction of the
Debt;
WHEREAS,
the facilitate the Purchaser’s purchase of shares of Common Stock, the Company
intends to deposit $803,472.00 into an escrow account (the “Escrow Funds”) for
Purchaser’s use in purchasing shares of Common Stock pursuant to this Agreement;
and
WHEREAS,
the Company desires to sell to Purchaser, and Purchaser desires to acquire from
the Company, shares of Common Stock of the Company as herein described, on the
terms and conditions hereinafter set forth.
Now, therefore, It Is Agreed
between the parties as follows:
1. Purchase and Sale of
Stock. Purchaser hereby agrees to acquire from the Company,
and the Company hereby agrees to sell to Purchaser, an aggregate of Eight
Hundred Three Thousand Four Hundred Seventy-Two (803,472) shares of the Common
Stock of the Company, par value $0.0001 per share (the “Shares”), for $1.00
per share.
2. Closing. The
closing hereunder, including payment for and delivery of the Shares using the
Escrow Funds shall occur at the offices of the Company on the day immediately
following the execution of this Agreement, or at such other time and place as
the parties may mutually agree, such monies to be released subject to that
certain Escrow Agreement dated as of the date of this Agreement.
3. Satisfaction of
Debt. Purchaser acknowledges and agrees that upon the
Purchaser’s use of the Escrow Funds to purchase the Shares pursuant to this
Agreement, that the Debt will have been completely satisfied by the Company and
will be extinguished in its entirety.
4. Restrictive Legends. All
certificates representing the Shares shall have endorsed thereon legends in
substantially the following forms (in addition to any other legend which may be
required by other agreements between the parties hereto):
(a) “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.”
(b) Any
legend required by appropriate blue sky officials.
5. Investment
Representations. In
connection with the purchase of the Shares, Purchaser represents to the Company
the following:
(a)
Purchaser has such knowledge and experience in financial and business matters
that Purchaser is capable of evaluating the merits and risks of the acquisition
of the Shares and, by reason of Purchaser’s financial and business experience
(either alone or together with any Purchaser representative), Purchaser has the
capacity to protect Purchaser’s interest in connection with the acquisition of
the Shares. Purchaser is financially able to bear the economic risk
of the investment, including the total loss thereof. If Purchaser is
a corporation, partnership, trust or other entity, Purchaser was not organized
for the specific purpose of acquiring the Shares.
(b) Purchaser
has (i) a preexisting personal or business relationship with the Company or
one or more of its officers, directors, or control persons or (ii) by
reason of Purchaser’s business or financial experience, or by reason of the
business or financial experience of Purchaser’s financial advisor who is
unaffiliated with and who is not compensated, directly or indirectly, by the
Company of any affiliate or selling agent of the Company, Purchaser is capable
of evaluating the risks and merits of this investment and of protecting
Purchaser’s own interests in connection with this investment
(c)
Purchaser has received and reviewed all information Purchaser considers
necessary or appropriate for deciding whether to purchase the
Shares. Purchaser further represents that Purchaser has had an
opportunity to ask questions and receive answers from the Company and its
officers and employees regarding the terms and conditions of purchase of the
Shares and regarding the business, financial affairs and other aspects of the
Company and has further had the opportunity to obtain any information (to the
extent the Company possesses or can acquire such information without
unreasonable effort or expense) which Purchaser deems necessary to evaluate the
investment and to verify the accuracy of information otherwise provided to
Purchaser.
(d)
Purchaser acknowledges that the Shares have not been registered under the
Securities Act of 1933, as amended (the “Act”), or qualified
under any applicable blue sky laws in reliance, in part, on the representations
and warranties herein. Such Shares are being acquired by Purchaser
for investment purposes for Purchaser’s own account only and not for sale or
with a view to distribution of all or any part of such Shares. No
other person will have any direct or indirect beneficial interest in the
Shares.
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(e) Purchaser
understands that the Shares are “restricted securities” under the federal
securities laws in that such Shares will be acquired in a transaction not
involving a public offering, and that under such laws and applicable regulations
such Shares may be resold without registration under the Act only in certain
limited circumstances and that otherwise such securities must be held
indefinitely. In this connection, Purchaser represents that Purchaser
understands the resale limitations imposed by the Act and is familiar with SEC
Rule 144, as presently in effect, and the conditions which must be met in order
for that Rule to be available for resale of “restricted securities,” including
the condition that there be available to the public current information about
the Company under certain circumstances and that the Shares may not be sold
pursuant to SEC Rule 144 until 12 months after the Company ceased begin a shell
corporation. Purchaser understands that the Company has not made such
information available to the public and has no present plans to do
so.
(f)
Without in any way limiting the representations set forth above, Purchaser
further agrees not to make any disposition of all or any portion of the Shares
purchased hereunder unless and until:
(i) There
is then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement and any applicable requirements of state securities laws;
or
(ii) (A) Purchaser
shall have notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition and (B) if reasonably requested by the Company,
Purchaser shall have furnished Company with a written opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not require
registration of any securities under the Act or the consent of or a permit from
appropriate authorities under any applicable state securities
law. Purchaser understands that the Company will not require opinions
of counsel for transactions made pursuant to SEC Rule 144, provided it is
provided with all certificates and other information it may reasonably request
to permit it to determine that the subject disposition is, in fact, exempt from
the registration requirements of the Act pursuant to SEC
Rule 144.
(g)
In the case of any disposition of any of the Shares pursuant to SEC Rule 144, in
addition to the matters set forth in paragraph (f) above, Purchaser shall
promptly forward to the Company a copy of any Form 144 filed with the SEC
with respect to such disposition and a letter from the executing broker
satisfactory to the Company evidencing compliance with SEC
Rule 144. If SEC Rule 144 is amended or if the SEC’s
interpretation thereof in effect at the time of any such disposition by
Purchaser have changed from its present interpretations thereof, Purchaser shall
provide the Company with such additional documents as it may reasonably
require.
(h)
Purchaser has received all requisite approvals from the competent authorities in
the People's Republic of China, and all required registrations, certifications
and approvals for the purchase of the Shares under the laws of the People's
Republic of China have been received by the Purchaser.
6. Refusal to Transfer.
The Company shall not be required (a) to transfer on its books any of the
Shares of the Company which shall have been 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.
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7.
No Employment
Rights.
This Agreement is not an employment contract and nothing in this
Agreement shall affect in any manner whatsoever the right or power of the
Company (or a parent or subsidiary of the Company) to terminate Purchaser’s
employment for any reason at any time, with or without cause and with or without
notice.
8. Miscellaneous.
(a)
Notices. Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or sent by telegram or fax or
upon deposit in the United States Post Office, by registered or certified mail
with postage and fees prepaid, addressed to the other party hereto at his
address hereinafter shown below its signature or at such other address as such
party may designate by ten (10) days’ advance written notice to the other party
hereto.
(b)
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, Purchaser’s successors, and assigns.
(c)
Attorneys’ Fees; Specific
Performance. Purchaser
shall reimburse the Company for all costs incurred by the Company in enforcing
the performance of, or protecting its rights under, any part of this Agreement,
including reasonable costs of investigation and attorneys’ fees.
(d) Governing Law;
Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. The parties agree
that any action brought by either party to interpret or enforce any provision of
this Agreement shall be brought in, and each party agrees to, and does hereby,
submit to the jurisdiction and venue of, the appropriate state or federal court
for the district encompassing the Company’s principal place of
business.
(e) Further
Execution. The parties agree to take all such further action
(s) as may reasonably be necessary to carry out and consummate this Agreement as
soon as practicable, and to take whatever steps may be necessary to obtain any
governmental approval in connection with or otherwise qualify the issuance of
the securities that are the subject of this Agreement.
(f)
Independent
Counsel. Purchaser acknowledges that this Agreement has been
prepared on behalf of the Company by K&L Gates LLP, counsel to the Company
and that K&L Gates LLP does not represent, and is not acting on behalf of,
Purchaser. Purchaser has been provided with an opportunity to consult
with Purchaser’s own counsel with respect to this Agreement.
(g) Entire Agreement;
Amendment. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes and
merges all prior agreements or understandings, whether written or
oral. This Agreement may not be amended, modified or revoked, in
whole or in part, except by an agreement in writing signed by each of the
parties hereto.
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(h)
Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its
terms.
(i)
Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
instrument.
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In Witness
Whereof, the parties hereto have executed this Agreement as of the day
and year first above written.
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By:
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./s/ Wu Zuxi
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Name: Wu
Zuxi
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Title:
Chief Executive Officer
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Address: Building
66, Longwangmiao Industrial Park, Baishixia , Fuyong Street, Bao’an
District, Shenzhen City, Guangdong Province,
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P.
R. China 518102
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BU
XXXXX
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By:
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/s/ Bu Xxxxx
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Address:
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