Exhibit 10.3
COMMON STOCK PURCHASE AGREEMENT
To: Good Business Technology Limited
Attention: Ms. Xxxxxxxx Xxxx
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From:
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Gentlemen:
1. Offer; Purchase.
___________________ (the "Seller") has offered to sell shares of common
stock, par value $0.0001 per share ("Common Stock") of Xxxxxxxx000.xxx,
Inc. (the "Company") to Good Business Technology Limited (the
"Purchaser"). The Buyer hereby agrees, subject to the provisions of this
Agreement, to purchase from the Seller, the number of shares of Common
Stock set forth on the Buyer Signature Page at the end of this Agreement
(the "Shares") at a purchase price of $0.025 per share, upon the terms and
conditions hereinafter set forth.
The Buyer is delivering in escrow (i) the payment made payable to the
Seller and (ii) an executed copy of the Buyer Signature Page at the end of
this Agreement (collectively, the "Purchaser Escrowed Documents"), to:
XxXxxx Xxxx Chan, LLC
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxx, Esq.
Release of the Buyer Escrowed Documents shall be made contingent upon the
closing of the Control Transaction (as hereinafter defined) and the
provisions of this Agreement.
2. Revocation of Acceptance.
Seller understands and acknowledges that the Buyer's purchase of the
Shares is
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contingent upon the closing of certain transactions Jandah Management
Limited has with control persons of the Company whereby, among other
things, Jandah Management Limited shall purchase substantially all of the
shares of Common Stock held by such control persons (the "Control
Transaction"). The Buyer shall notify the Seller as soon as practicable
and in any event no later than three (3) business days following the
closing of the Control Transaction. In the event that the Control
Transaction does not occur by May 31, 2004, the transactions contemplated
hereunder shall be deemed null and void ab initio.
3. Registration Statement.
The Buyer hereby acknowledges receipt as of the date hereof of
Registration Statement No. 333-100803 prepared on Form SB-2, as amended
and as filed with the Securities and Exchange Commission containing
information relating to the Company and the resale of the Shares (the
"Prospectus"). The Company hereby acknowledges and represents and warrants
that the Prospectus is effective as of the date hereof and as of the date
set forth in the Company's signature page set forth herein.
4. Representations and Warranties.
4.1. The Seller hereby represents and warrants to the Buyer as
follows:
(a) The Seller is the good and lawful owner of the Shares.
Seller has held the Shares in its own name since the date of
the original purchase of the Shares from the Company. The
Shares are free and clear from any restrictions or limitations
except for those imposed by applicable securities laws. Except
for the Shares, the Seller does not hold any other equity in
the Company or any options, warrants or notes exercisable or
convertible into any class of equity in the Company.
(b) There are no liens, claims, offset rights or other
encumbrances relating to the Shares. The execution of this
Agreement by the Seller does not by itself or with the passage
of time violate or infringe upon the rights of any third
parties or result or could reasonably result in any claims
against the Buyer or the Company.
(c) Seller has not entered into any voting agreement or
similar agreements to vote or dispose of the Shares with any
party, except as provided for in this Agreement.
(d) The Seller is selling the Shares as part of a privately
negotiated transaction with the Buyer and not as a result of
or subsequent to any advertisement, article, notice or other
communication published in any
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newspaper, magazine or similar media or broadcast over
television or radio, or presented at any seminar or meeting,
or any solicitation of a purchase by a person other than by
the Buyer or a duly appointed representative of the Buyer.
4.2. The Buyer hereby represents and warrants to the Seller as
follows:
(a) The Buyer is an entity formed under the laws of the
British Virgin Islands and is currently validly existing and
in good standing in the jurisdiction of its formation. The
execution of this Agreement by the Buyer has been duly and
validly authorized and the person designed to execute this
Agreement is authorized by the Buyer to execute this Agreement
on behalf of the Buyer.
(b) The Buyer will acquire the Shares for its own account for
investment and not with a view to the sale or distribution
thereof or the granting of any participation therein, and has
no present intention of distributing or selling to others any
of such interest or granting any participation therein.
(c) The Buyer is purchasing the Shares as part of a privately
negotiated transaction with the Seller and not as a result of
or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or presented at
any seminar or meeting, or any solicitation of a sale by a
person other than by the Seller or a duly appointed
representative of the Seller.
5. Closing Conditions; Deliveries and Seller Escrow.
(a) Upon the closing of the Control Transaction, the following deliveries
shall occur: (i) the Buyer shall deliver or cause to be delivered to the
Seller the Buyer Escrowed Documents, (ii) the Seller deliver or cause to
be delivered to the Buyer its counterpart signature page to this Agreement
and the original share certificate for the Shares (collectively, the
"Seller Documents"), (iii) each of the Buyer and the Seller shall deliver
to the other party a closing certificate certifying that the
representations and warranties made herein are true and correct as of the
delivery date of the Buyer Escrowed Documents and the Seller Documents
(the "Delivery Date"), (iv) an opinion of Xxxxxx & Jaclin, LLP, legal
counsel to the Company, shall be delivered to the Buyer in form and
substance satisfactory to the Seller opining to, among other things, the
effectiveness of the Prospectus and (v) the Company shall have delivered
to the Seller and the Buyer its counterpart signature page to this
agreement relating to its acknowledgement of Section 3
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hereof as of the Delivery Date. The obligations of the parties to enter
into the agreements stated herein shall not commence until satisfaction of
the delivered contemplated by this Section 5(a).
(b) The Seller shall escrow the Seller Documents with the Company or its
designee, in which case the deliveries contemplated by Section 5(a) above
shall be made by the Company (or its designee).
6. Modification.
Neither this Agreement nor any provisions hereof shall be waived,
modified, discharged or terminated except by an instrument in writing
signed by the Seller and the Buyer.
7. Entire Agreement.
This Agreement and the documents referenced herein contain the entire
agreement of the parties with respect to the subject matter hereof and
there are no representations, covenants or other agreements except as
stated or referred to herein.
8. Assignability.
This Agreement is not transferable or assignable by the Buyer, except to
those persons or entities that are either affiliates of or controlled by
the Buyer.
9. [Intentionally omitted].
10. Notices.
Any notice, demand or other communication which any party hereto may be
required, or may elect, to give to any other party hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States
mail box, stamped registered or certified mail, return receipt requested,
addressed to such addresses as follows:
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(a) If to the Seller, at:
(b) If to the Buyers, at:
Each party may change the address for the receipt of notice hereunder by
giving written notice thereof to the other party.
11. Survival of Representations and Warranties. All representations and
warranties made by the Seller and the Buyer shall survive the Closing.
12. Jurisdiction and Venue. Any claim or controversy arising out of or relating
to the interpretation, application, or enforcement of any provision of this
Agreement, shall be submitted for resolution to a court of competent
jurisdiction in Nassau County, New York. The parties hereby consent to personal
jurisdiction and venue in Nassau County, New York.
13. Construction and Severability. In the event any provision on his Agreement
shall, for any reason, be held to be invalid or unenforceable, this Agreement
shall be construed as though it did not contain such invalid or unenforceable
provision, and the rights and obligations of the parties hereto shall continue
in full force and effect, and shall be construed and enforced in accordance with
the remaining provisions hereof.
14. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
15. Paragraph Headings. The paragraph headings contained in this Agreement are
for convenience only and shall not affect in any manner the meaning or
interpretation of this Agreement.
17. Rule of Construction Relating to Ambiguities. All parties to this
Agreement acknowledge that they have each carefully read and reviewed this
Agreement with their respective counsel and/or other representative, and
therefore, agree that the rule of construction that ambiguities shall be
construed against the drafter of the documents shall not be applicable.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and the year first above written.
SELLER: BUYER:
Good Business Technology Limited
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FOR PURPOSES OF SECTION 3 ONLY:
ACKNOWLEDGED:
Xxxxxxxx000.xxx, Inc.
By:
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Xxxxxxx Xxxxxx, President
Date:
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