COMMON STOCK PURCHASE AGREEMENT
Exhibit 10.2
COMMON
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as
of May 13, 2008, is by and among Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx (collectively,
the “Sellers”)
and Embedded Internet
Solutions Limited (the “Buyer”).
RECITALS
1. The
Sellers acquired an aggregate of 6,100,000 restricted shares (1,016,668
post-reverse split) (the “August 2007 Shares”)
of common stock, par value $.001 per share (the “Common Stock”), of
Certified Technologies Corporation, a Minnesota corporation (the “Issuer”);
and
2. The Buyer
desires to purchase from each Seller, and each Seller desires to sell, transfer
and assign to the Buyer, the portion of the August 2007 Shares in the amounts
set forth on Exhibit
A attached hereto (the “Seller Shares”), each
Seller's entire right, title and interest in and to the Seller Shares, in
accordance with the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the representations, warranties and agreements
contained herein and for other good and valuable consideration, the receipt and
legal adequacy of which is hereby acknowledged, the parties agree:
1. Agreement to Purchase
Shares. The Buyer hereby agrees to purchase, and each Seller
hereby agrees to sell, the Seller Shares pursuant to the terms and conditions
set forth herein. The aggregate purchase price of the Seller Shares
being sold to the Buyer hereunder is $740,000 (the “Purchase
Price”). The Buyer shall deliver to the Sellers the Purchase
Price via wire transfer in immediately available funds according to written
instructions provided to the Buyer by the Sellers. The closing under
this Agreement shall occur upon delivery by facsimile of executed signature
pages of this Agreement and all other documents, instruments and writings
required to be delivered pursuant to this Agreement to the offices of Xxxxxx
Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX
00000 (the "Closing") at such
time and place or on such date as the Buyer and each Seller may agree
upon.
2. Delivery of Shares to the
Buyer; Stock Powers. On or prior to the Closing, one or more
certificates (the “Share Certificate”)
representing the Seller Shares shall be delivered to the
Buyer. Concurrently with the delivery to the Buyer of the Share
Certificate representing the Seller Shares, the Sellers in respect of such Share
Certificates shall each deliver an undated stock power covering the Share
Certificates, duly executed by each Seller in blank with signature medallion
guaranteed.
3. Representations, Warranties
and Covenants of Buyer. The Buyer represents and
warrants to each Seller, and covenants for the benefit of each Seller, as
follows:
(a) The Buyer
is an "accredited investor" as defined under Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities
Act");
(b) The Buyer
is acquiring the Seller Shares for its own account and not with a view to any
distribution of the Seller Shares in violation of the Securities
Act;
(c) The Buyer
acknowledges that it has significant prior investment experience, including
investment in non-listed and non-registered securities, and that the Buyer
recognizes the highly speculative nature of this investment. The
Buyer represents that it has been furnished with all documents and other
information regarding the Issuer that the Buyer had requested or desired to know
and all other documents which could be reasonably provided have been made
available for the Buyer’s inspection and review;
(d) The Buyer
acknowledges that the Seller Shares have not been passed upon or reviewed by the
Securities and Exchange Commission. The Buyer agrees that it will not
sell, transfer or otherwise dispose of any of the Seller Shares unless they are
registered under the Securities Act, or unless an exemption from such
registration is available. The Buyer understands that the Seller
Shares have not been registered under the Securities Act by reason of a claimed
exemption under the provisions of the Securities Act;
(e) This
Agreement constitutes a valid and binding agreement and obligation of the Buyer
enforceable against the Buyer in accordance with its terms, subject to
limitations on enforcement by general principles of equity and bankruptcy or
other laws affecting the enforcement of creditors' rights generally;
and
(f) This
Agreement has been duly authorized, validly executed and delivered on behalf of
the Buyer, and the Buyer has full power and authority to execute and deliver
this Agreement and the other agreements and documents contemplated hereby and to
perform its obligations hereunder and thereunder.
4.
Representations, Warranties
and Covenants of the Sellers. Each Seller represents and
warrants to the Buyer, and covenants for the benefit of the Buyer, as
follows:
(a) The offer
and sale of the Seller Shares is exempt from registration under the Securities
Act pursuant to an exemption thereunder;
(b) The
Seller Shares are "restricted securities" as defined under Rule 144(a)(3)
promulgated under the Securities Act. Each Seller acquired and fully
paid for the Seller Shares on August 16, 2007. Each Seller (i) was an
accredited investor on the acquisition date of the Seller Shares and (ii)
acquired the Seller Shares for his own account for investment only and with no
intention of or arrangement for distributing any of such Shares;
(c) This
Agreement has been duly authorized, validly executed and delivered on behalf of
each Seller and is a valid and binding agreement and obligation of each Seller
enforceable against such Seller in accordance with its terms, subject to
limitations on enforcement by general principles of equity and by bankruptcy or
other laws affecting the enforcement of creditors' rights generally, and each
Seller has full power and authority to execute and deliver this Agreement and
the other agreements and documents contemplated hereby and to perform his
obligations hereunder and thereunder;
(d) Each
Seller is the legal, beneficial and registered owner of his respective Shares,
free and clear of any liens, charges or encumbrances. Upon payment of
the Purchase Price, the Buyer will acquire all right, title and interest in the
Seller Shares, free and clear of all liens, charges or
encumbrances;
(e) In
connection with the offer and sale of the Seller Shares, neither the Sellers nor
any affiliate of the Sellers or any person acting on any Seller’s or any
Seller’s affiliates’ behalf has engaged in any form of “general solicitation” or
“general advertising” as those terms are used in Rule 502(c) under the
Securities Act; and
(f) Each
Seller has reviewed all restrictions upon and conditions to the transfer of the
Seller Shares and there are no such restrictions and conditions in order to
consummate the sale of the Seller Shares to Buyer as contemplated by this
Agreement. Such Shares are not as of the date of this Agreement, and
as of the transfer date of such Shares will not be, subject to any restriction
on transfer, except for restrictions under the Securities Act and, as of the
transfer date will be, free from all taxes, liens, claims and encumbrances
directly or indirectly suffered by any Seller.
5.
Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.
6.
Consent to
Jurisdiction.
(a) Each
Seller (i) hereby irrevocably submits to the jurisdiction of the United States
District Court sitting in the Southern District of New York and the courts of
the State of New York located in New York county for the purposes of any suit,
action or proceeding brought by the Buyer arising out of or relating to this
Agreement or the transactions contemplated hereby and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each Seller consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this Section 6(a)
shall affect or limit any right to serve process in any other manner permitted
by law.
(b) The Buyer
(i) hereby irrevocably submits to the jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York county for the purposes of any suit, action or
proceeding brought by any Seller arising out of or relating to this Agreement or
the transactions contemplated hereby and (ii) hereby waives, and agrees not to
assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action or
proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. The Buyer consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing in this Section 6(b) shall affect or limit
any right to serve process in any other manner permitted by law.
7.
Notices. All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, express overnight courier, or overnight
courier, initially to the address set forth below, and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section.
If to the
Sellers:
Xxxxxxx
Xxxxxx
0000
Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxxx 00000
Facsimile: (000)
000-0000
If to the
Buyer:
Embedded
Internet Solutions Limited
c/o
Zhaoheng Investment Limited (BVI)
P.O. Box
957
Offshore
Incorporations Centre
Road
Town, Tortola
British
Virgin Islands
Attention:
_________________________
Facsimile: (___)
___-____
or to any
other address specified by any party by notice given as aforesaid.
All such
notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; the next business day after being
deposited with an overnight courier, if deposited with a nationally recognized,
overnight courier service.
8.
Entire
Agreement. This Agreement constitutes the entire understanding
and agreement of the parties with respect to the subject matter hereof and
supersedes all prior and/or contemporaneous oral or written proposals or
agreements relating thereto all of which are merged herein. This
Agreement may not be amended or any provision hereof waived in whole or in part,
except by a written amendment signed by both of the parties.
9.
Counterparts. This
Agreement may be executed by facsimile signature and in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
10.
Survival. The
representations and warranties of the Sellers and the Buyer shall survive the
Closing hereunder.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, this Agreement was duly executed on the date first written
above.
SELLERS:
_____________________________________ Xxxxxxx
Xxxxxx
_____________________________________ Xxxxxxx
Xxxxxxxx
BUYER:
EMBEDDED
INTERNET SOLUTIONS LIMITED
By:_____________________________________ Name:
Title:
EXHIBIT
A
Name of
Seller: Number of Shares of Common
Stock:
Xxxxxxx
Xxxxxx 286,085
Xxxxxxx
Xxxxxxxx 286,085
