COMMON STOCK PURCHASE AGREEMENT Private and Confidential
Private
and Confidential
THIS
COMMON STOCK PURCHASE AGREEMENT, (the "Agreement") made this 29 day of Sep.,
2009 (the "Effective Date"), by and among ("Buyer"), Asia Global Holdings Corp.
and the ("Seller"), Lim-xxxxx XXXXX with HKID No. X000000(0) for ("Company")
Ultra Professional Ltd., a company incorporated under the laws of British Virgin
Islands (Buyer, and Seller each a "Party" and collectively the
"Parties").
WITNESSETH:
WHEREAS,
Buyer wishes to purchase the Stock and Seller is desirous of selling the Stock
to Buyer on the terms and conditions hereinafter appearing;
NOW,
THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, and subject to the terms and conditions
hereof, the Parties agree as follows:
|
1.
|
Agreement to Purchase
and Sell. Buyer will issues 100,000,000 shares of common stocks to
Seller in exchange for the total outstanding shares which are 100 shares
of the Company.
|
|
2.
|
Representations and
Warranties of Company.
|
The
Company hereby warrants to Buyer that:
(a) The
authorized capital stock of the Company is 50,000 shares of Common Stock, 100 of
which are validly issued and outstanding. The Company does not have outstanding
any preferred stock, options or warrants.
3. Representations and
Warranties of Buyer. Buyer
hereby represents and warrants to Seller that the
statements in the following paragraphs of this Section are all true and complete
as of the date hereof:
(a) Full
Power and Authority. Buyer represents that he has full power and authority to
enter into this Agreement.
(b)
Information Concerning the Company. Buyer has conducted its own due diligence
with respect to the Company and its liabilities and believes it has enough
information to make this investment decision..
4. Governing Law;
Jurisdiction.
Any
dispute, disagreement, conflict of interpretation or claim arising out of or
relating to this Agreement, or its enforcement, shall be governed by the laws of
the Hong Kong Special Administrative Region (HKSAR).
2
5. Successors and
Assigns. The terms and conditions of this Agreement
shall inure to the benefit
of and be binding upon the respective successors and assigns of the
Parties.
6. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
7. Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
8. Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the Parties
with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or obligations
between the Parties with respect to the subject matter hereof.
9. Further Assurances.
From and after the date of this Agreement, upon the request of the Buyer or
Seller, Buyer and Seller shall execute and deliver such instruments, documents
or other writings as may be reasonably necessary or desirable to confirm and
carry out and to effectuate fully the intent and purposes of this
Agreement.
10. Term, Survival. This
Agreement is effective from the Effective Date hereof, and shall remain in
effect until the earlier a termination of this Agreement or all the rights and
obligations of the Parties hereto have been fully performed.
3
IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement as of the date first
written above.
|
BUYER
|
SELLER
|
|
|
/s/
Ping-xxxx XXX
|
By:
/s/ Lim-xxxxx XXXXX
|
|
|
/s/
Ping-xxxx XXX, CEO
|
By:
Lim-xxxxx XXXXX, Chairman
|
4
