SHARE PURCHASE AGREEMENT
Exhibit
99.1
This Agreement made as of the 18th day
of June, 2009 (“Agreement”), by and between TAY XXXXX XXXX, with an
address at M-3-19 Plaza Damas, Sri Hartamas, Xxxxx Xxxxxx 00000, Xxxxxxxx
("Seller"), and PERTEX
PETROLEUM LP, or assigns, with an address at 0000 X. Xxxxxx Xxx.,
#00-000, Xxxxxxx, XX 00000 XXX ("Purchaser").
WITNESSETH:
WHEREAS, Seller is the record
owner and holder of 16,390,000 Common Shares, par value $.0001 par value (the
“Shares”), of GREATER ASIA
REALTY HOLDINGS, LTD., a Delaware corporation ("Corporation”), which
Corporation has 16,415,000 shares of common stock, issued and outstanding as of
the date of this Agreement, as more fully described in the attached Exhibit
A.
WHEREAS, Purchaser desires to
purchase 16,390,000 of the Shares from Seller, which constitutes 99.8% of the
Corporation’s issued and outstanding shares as of the date of this Agreement and
Seller desires to sell such Shares upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and sale of
the
Corporation’s Shares, it is hereby agreed, as follows:
1. PURCHASE AND SALE OF
SHARES. Subject to the terms and conditions of this Agreement,
Purchaser agrees to purchase at the Closing and the Seller agrees to sell to
Purchaser at the Closing, 16,390,000 of Seller’s Shares for a total price of
Sixty-Nine Thousand Nine Hundred Ninety and 00/100 U.S. Dollars (US$69,990.00)
(the “Purchase Price”).
2. GOOD FAITH
DEPOSIT. At the signing of this Agreement, Purchaser agrees to
wire transfer to an account to be designated by Seller, the sum of Six Thousand
Nine Hundred Ninety-Nine and 00/100 U.S. Dollars (US$6,999.00) as an initial
deposit to Seller. At the Closing, as defined below, Purchaser will
pay the balance of the Purchase Price, Sixty-Two Thousand Nine Hundred
Ninety-One and 00/100 U.S. Dollars (US$62,991.00) to Seller by wire
transfer.
3. CLOSING. The
purchase and sale of the Shares shall take place on or before July 20, 2009; at
such time and place as the Purchaser and Seller mutually agree upon orally or in
writing (which time and place are designated as the “Closing”). At Closing,
Purchaser shall deliver to Seller, in cash, by wire transfer to an account to be
designated by Seller, the balance of the Purchase Price in the amount of
Sixty-Two Thousand Nine Hundred Ninety-One and 00/100 U.S. Dollars
(US$62,991.00), and Seller will immediately deliver the following to Purchaser:
(A) the certificates representing the Shares transferred hereunder, duly
endorsed for transfer to the Purchaser or accompanied by appropriate stock
powers, (B) the original of the Certificate of Incorporation and bylaws, (C) all
corporate books and records (including all accounting records and SEC filings to
date); and (D) written resignations of incumbent directors and officers of the
Corporation.
4. REPRESENTATIONS AND
WARRANTIES OF SELLER. Seller, as sole director and officer of
Corporation, hereby represents and warrants to Purchaser that:
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(i)
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Corporation
is a corporation duly organized and validly existing and in good standing
under the laws of the State of Delaware and has the corporate power and
authority to carry on the business it is now being
conducted. Corporation and/or Seller do not require any consent
and/or authorization, declaration or filing with any government or
regulatory authority to undertake any actions
herein;
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(ii)
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Corporation
has filed with the United States Securities and Exchange Commission
(‘SEC”) a registration statement on Form 10-12G, and Form S-1, both of
which are “effective”.
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(iii)
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Corporation
has timely filed and is current on all reports required to be filed by
it pursuant
to Sections 13 and 15 of the Securities Exchange Act of
1934.
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(iv)
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Corporation
is newly formed with no financial information available other than the
financial information included in its SEC
filings;
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(v)
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There
are no legal actions, suits, arbitrations, or other administrative, legal
or governmental proceedings threatened or pending against the Corporation
and/or Seller or against the Seller or other employee, officer, director
or stockholder of Corporation. Additionally, Seller is not aware of any
facts which may/might result in or form a basis of such action, suit,
arbitration or other proceeding on any basis
whatsoever;
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(vi)
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The
Corporation has no subsidiaries or any direct or indirect ownership
interest inany
other corporation, partnership, association, firm or business in any
manner;
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(vii)
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The
Corporation and/or Seller does not have in effect nor has any present
intention to put into effect any employment agreements, deferred
compensation, pension retirement agreements or arrangements, options
arrangements, bonus, stock purchase agreements, incentive or
profit–sharing plans;
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(viii)
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No
person or firm has, or will have, any right, interest or valid claim
against the Corporation for any commission, fee or other compensation in
connection with the sale of the Shares herein as a finder or broker or in
any similar capacity as a result of any act or omission by the Corporation
and/or Seller or anyone acting on behalf of the Corporation and/or
Seller;
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(ix)
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The
business and operation of the Corporation has and will be conducted in
accordance with all applicable laws, rules, regulations,
judgments. Neither the execution, delivery or performance of
this Agreement (A) violates the Corporation’s by-laws, Certificate of
Incorporation, Shareholder Agreements or any existing resolutions; and,
(B) will cause the Corporation to lose any benefit or any right or
privilege it enjoys under the Securities Act (“Act”) or other applicable
state securities laws;
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(x)
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Corporation
has not conducted any business and/or entered into any agreements with
third-parties;
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(xi)
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This
Agreement has been duly executed and delivered by Seller constitutes a
valid and binding instrument, enforceable in accordance with its terms and
does not conflict with or result in a breach of or in violation of the
terms, conditions or provisions of any agreement, mortgage, lease or other
instrument or indenture to which Corporation and/or Seller a party or by
which they are bound;
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(xii)
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Seller
is the legal and beneficial owner of the Shares and has good and
marketable title thereto, free and clear of any liens, claims, rights and
encumbrances;
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(xiii)
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Seller
warrants that the Corporation being transferred shall be transferred with
no liabilities and little or no assets, and shall defend and hold
Purchaser and the Corporation harmless against any action by any third
party against either of them arising
out of, or as a consequence of, any act or omission of Seller or the
corporation prior to, or during the closing contemplated by this contract
of sale;
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and,
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(xiv)
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The
information contained on Exhibit A is true and
correct.
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5.
REPRESENTATIONS AND
WARRANTIES OF PURCHASER. Purchaser hereby represents and
warrants to Seller that:
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(i)
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Purchaser
has the power and authority to execute and deliver this Agreement, to
perform his obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and
delivered by Purchaser
and constitutes a valid and binding instrument, enforceable in accordance
with its terms;
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Initials:
________ / ________
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(ii)
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The
execution, delivery and performance of this Agreement is in compliance
with and does not conflict with or result in a breach of or in violation
of the terms, conditions or provisions of any agreement, mortgage, lease
or other instrument or indenture to which Purchaser is a party or by which
Purchaser is bound;
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(iii)
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At
no time was Purchaser presented with or solicited by or through any
leaflet, public promotional meeting, television advertisement or any other
form of general solicitation or advertising;
and,
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(iv)
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Purchaser
is purchasing the Shares solely for his own account for the purpose of
investment and not with a view to, or for sale in connection with, any
distribution of any portion thereof in violation of any applicable
securities law.
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(v)
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The
Purchaser is an "accredited investor" as defined under Rule 501 under the
Securities Act.
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(vi)
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Purchaser
hereby agrees that such shares are restricted pursuant to Rule 144 and
therefore subject to Rule 144 resale
requirements.
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6. NOTICES. Notice shall
be given by certified mail, return receipt requested, the date of notice being
deemed the date of postmarking. Notice, unless either party has notified the
other of an alternative address as provided hereunder, shall be sent to the
address as set forth herein:
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Seller:
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Xx.
Xxx Xxxxx Xxxx, President & Director
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M-3-19
Plaza Damas, Sri Hartamas
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Xxxxx
Xxxxxx 00000, Xxxxxxxx
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FAX:
x(000) 0000-0000
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Purchaser:
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Pertex
Petroleum LP
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0000
X. Xxxxxx
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Xxxxx
00-000
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Xxxxxxx,
XX 00000
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FAX: (000)
000-0000
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7. GOVERNING
LAW. This Agreement shall be interpreted and governed in
accordance with the laws of the State of Delaware. The parties herein waive
trial by jury. In the event that litigation results or arise out of
this Agreement or the performance thereof, the parties agree that the prevailing
party is entitled to reimbursement for the non-prevailing party of reasonable
attorney’s fee, costs, expenses, in addition to any other relief to which the
prevailing party may be entitled.
8. CONDITIONS TO
CLOSING. The Closing is conditioned upon the fulfillment by
the Seller of the satisfaction of the representations and warranties made herein
being true and correct in all material respects as of the date of
Closing.
9. SEVERABILITY. In
the event that any term, covenant, condition, or other provision contained
herein is held to be invalid, void or otherwise unenforceable by any court of
competent jurisdiction, the invalidity of any such term, covenant, condition,
provision or Agreement shall in no way affect any other term, covenant,
condition or provision or Agreementmcontained herein, which shall remain in full
force and effect.
10. ENTIRE
AGREEMENT. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof. This Agreement
has been entered into after full investigation.
Initials:
________ / ________
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11. INVALIDITY. If
any paragraph of this Agreement shall be held or declared to be void, invalid or
illegal, for any reason, by any court of competent jurisdiction, such provision
shall be ineffective but shall not in any way invalidate or effect any other
clause, Paragraph, section or part of this Agreement.
12. GENDER AND NUMBER; SECTION
HEADINGS. Words importing a particular gender mean and include
the other gender and words importing a singular number mean and include the
plural number and vice versa, unless the context clearly indicated to the
contrary. The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
13. AMENDMENTS. No
amendments or additions to this Agreement shall be binding unless in writing,
signed by both parties, except as herein otherwise provided.
14. ASSIGNMENT. Neither
party may assign this Agreement without the express written consent of the other
party. Any agreed assignment by the Seller shall be effectuated by all the
necessary corporate authorizations and governmental and/or regulatory
filings.
15. CLOSING
DOCUMENTS. Seller and Purchaser agree, at any time, to
execute, and acknowledge where appropriate, and to deliver any and all
documents/instruments, and take such further action, which may necessary to
carry out the terms, conditions, purpose and intentions of this Agreement. This
paragraph shall survive the Closing.
16. EXCLUSIVE AGREEMENT;
AMENDMENT. This Agreement supersedes all prior agreements or
understandings among the parties with respect to its subject matter with respect
thereto and cannot be changed or terminated orally.
17. FACSIMILE
SIGNATURES. Execution of this Agreement and delivery of signed
copies thereof by facsimile signatures from the parties hereto or their agents
is acceptable to the parties who waive any objections or defenses based upon
lack of an original signature.
18. PUBLICITY. Except
as otherwise required by law, none of the parties hereto shall issue any press
release or make any other public statement, in each case relating to, connected
with or arising out of this Agreement or the matters contained herein, without
obtaining
the prior
approval of the other to the contents and the manner of presentation and
publication thereof.
IN WITNESS WHEREOF, and
intending to be legally bound, the parties hereto have signed this Agreement by
their duly authorized officers the day and year first above
written.
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Pertex
Petroleum LP
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By: Pertex
Resources LLC, its General Partner
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/S/
Xxxxxx Xxxxxxxxxx
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XXXXXX
XXXXXXXXXX, Manager
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(PURCHASER)
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/S/
Tay Xxxxx Xxxx
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TAY
XXXXX XXXX
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(SELLER)
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Initials:
________ / ________
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