GANG LI January 10, 2008
XXXX
XX
January
10, 2008
Pelaria
International Limited
X.X.
Xxx
000
Offshore
Incorporations Centre
Road
Town, Tortola, British Virgin Islands
Re:
NFES
Development Corp.
Ladies
and Gentlemen:
The
agreement will set forth the terms and conditions pursuant to which Xxxx XX
(“Seller”) will sell to Pelaria International Limited, a British Virgin Island
corporation (“Purchaser”), a total of 19,991,429 shares (the “Shares”) of common
stock of NF Energy Saving Corporation of America, a Delaware corporation
(“NFES”), as follows:
1. Seller
will sell to Purchaser, and Purchaser will purchase from Seller, the Shares
for
a purchase price of $1,235,828.58. Payment shall be made contemporaneously
with
the execution of this Agreement by wire transfer of the purchase price in
accordance with instruction from Seller.
2. Seller
represents that:
(a) Seller
owns the Shares free and clear of any liens or options, rights or other security
or other interests in the Shares;
(b) Seller
has the right to sell the Shares to Purchaser, and neither the execution of
this
Agreement nor the sale of the Shares pursuant to this Agreement violates any
agreements to which Seller is a party or any law to which Seller is
subject.
3. Seller
makes no representation or warranty as to the business, financial condition
or
prospects of NFES.
4. Purchaser
represents and warrants to Seller as follows:
(a) Purchaser
understands that the offer and sale of the Shares is being made only by means
of
this Agreement, and no representations or warranties are being made except
as
set forth in this Agreement.
(b) Purchaser
is not acquiring the Shares as a result of, and will not itself engage in,
any
“directed selling efforts” (as defined in Regulation S of the Securities and
Exchange Commission) in the United States in respect of the Shares which would
include any activities undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States
for the resale of the Shares; provided, however, that Purchaser may sell or
otherwise dispose of the Shares in a manner permitted by applicable
law.
(c) Purchaser
acknowledges and agrees that none of the Shares have been registered under
the
Securities Act, or under any state securities or “blue sky” laws of any state of
the United States, and, unless so registered, may not be offered or sold in
the
United States or, directly or indirectly, to U.S. Persons, as that term is
defined in Regulation S, except in accordance with the provisions of Regulation
S, pursuant to an effective registration statement under the Securities Act,
or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in each case in accordance
with applicable state and provincial securities laws.
(d) Purchaser
acknowledges and agrees that NFES will refuse to register any transfer of the
Shares not made in accordance with the provisions of Regulation S, pursuant
to
an effective registration statement under the Securities Act or pursuant to
an
available exemption from the registration requirements of the Securities Act
and
in accordance with applicable state and provincial securities laws.
(e) Purchaser
represents and warrants that no broker or finder was involved directly or
indirectly in connection with his or her purchase of the Shares pursuant to
this
Agreement. Purchaser shall indemnify the Issuer and hold it harmless from and
against any manner of loss, liability, damage or expense, including fees and
expenses of counsel, resulting from a breach of Purchaser’s warranty contained
in this Paragraph 3(e).
(f) Purchaser
understands that it has no registration rights with respect to the
Shares.
(g) Purchaser
is not a citizen or resident of the United States.
(h) Purchaser
is acquiring the Shares for investment only and not with a view to resale or
distribution and, in particular, it has no intention to distribute either
directly or indirectly any of the Shares in the United States or to U.S.
Persons.
(i) Purchaser
is acquiring the Shares as principal for Purchaser’s own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or indirect beneficial interest in such Shares.
(j) Purchaser
is not an underwriter of, or dealer in, the common stock of NFES, nor is
Purchaser participating, pursuant to a contractual agreement or otherwise,
in
the distribution of the Shares.
(k) Purchaser
is not aware of any advertisement of any of the Shares.
(l) No
person
has made to Purchaser any written or oral representations:
(i) that
any
person will resell or repurchase any of the Shares;
(ii) that
any
person will refund the purchase price of any of the Shares;
(iii) as
to the
future price or value of any of the Shares; or
(iv) that
any
of the Shares will be listed and posted for trading on any stock exchange or
automated dealer quotation system or that application has been made to list
and
post any of the Shares of NFES on any stock exchange or automated dealer
quotation system.
(m) Purchaser
has such knowledge and experience in financial and business matters as to enable
Purchaser to understand the nature and extent of the risks involved in
purchasing the Shares. Purchaser is fully aware that such investments can and
sometimes do result in the loss of the entire investment. Purchaser has engaged
his or her own counsel and accountants to the extent that Purchaser deems it
necessary.
5. The
Agreement constitutes the entire agreement of the parties as to its subject
matter, superseding any prior or contemporaneous agreements, understandings
or
letter of intent, and may not be amended nor may any right be waived except
by
an instrument which refers to this Agreement, states that it is an amendment
or
waiver and is signed by both parties in the case of an amendment or the party
granting the waiver in the case of a waiver.
Please
confirm your agreement with the foregoing by signing this Agreement and
returning it to Seller.
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Very
truly yours,
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/s/
Xxxx Xx
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AGREED
TO this 10th
day of January, 2008.
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Xxxx
XX
|
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PELARIA
INTERNATIONAL LIMITED
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By:
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/s/
Xxxx Xx
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Name:
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XXXX
XX
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Title:
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Director
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By:
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/s/
Xxxx Xx
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Name:
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XXXX
XX
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Title:
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Director
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By:
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/s/
Xxxxx Xxxx
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Name:
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XXXXX
XXXX
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Title:
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Director
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