10.3 Common Stock Purchase Agreement dated February 9, 2006.
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made as of February
9, 2006, by and between TEDA Travel Group, Inc., a Delaware corporation (the
"Company"), and Bloompoint Investments Limited, a BVI company (the "Investor").
WHEREAS, subject to the terms and conditions set forth in this Agreement
and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and Rule 506 promulgated thereunder, the Company desires to
issue and sell to the Investor, and Investor desires to purchase from the
Company, securities of the Company as more fully described in this Agreement.
WHEREAS, Common Stock purchase negotiations between the Company and the
Investor were commenced on February 3, 2006 and the offer from the investor was
received on February 6, 2006.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and Investor agree as
follows:
1. Purchase and Sale of Stock.
1.1. Sale and Issuance of Common Stock. Subject to the terms and
conditions of this Agreement, the Investor agrees to purchase at the
Closing and the Company agrees to sell and issue to the Investor at the
Closing thirty three million three hundred thirty three thousand three
hundred and thirty three (33,333,333) shares ("Purchase Shares") of the
Company's common stock (the "Common Stock").
1.2 Purchase Price. The aggregate purchase price to be paid by
Investor for the Purchase Shares (the "Purchase Price") shall be $0.12 per
Purchase Shares for an aggregate sum of Four Million Dollars
($4,000,000.00) to be delivered within seven (7) business days of the
execution of this Agreement in cash or by cashier's or certified check or
checks in immediately available funds or by wire transfer per the Company's
instructions provided on Exhibit A hereto.
1.3 Delivery. Within three (3) business days upon the full payment of
the purchase price, the Company will deliver to the Investor a certificate
or certificates, registered in Investor's name, representing the Purchase
Shares purchased by Investor hereunder, against payment of the purchase
price therefor.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investors as follows:
2.1 Organization and Standing; Articles and By-Laws; The Company is a
corporation duly organized and existing under, and by virtue of, the laws
of the State of Delaware and is in good standing under such laws. The
Company has the requisite corporate power and authority to own and operate
its properties and assets, and to carry on its business as presently
conducted and as proposed to be conducted.
2.2 Capitalization. The authorized capital stock of the Company
consists of 105,000,000 shares of Capital Stock, of which 100,000,000 are
common stock and 5,000,000 are preferred stock. As of December 21, 2005
(the most recent record date of the company), 21,906,089 shares of Common
Stock are issued and outstanding and zero (0) shares of preferred are
issued and outstanding. No capital stock of the Company has been authorized
or issued since the most recent record date. The outstanding shares have
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2.2 Capitalization. - continued
been duly authorized and validly issued, and are fully paid and
nonassessable. All outstanding securities were issued in compliance with
applicable federal or state securities laws. There are no outstanding
options, warrants or other rights to purchase any of the Company's
authorized and unissued capital stock.
2.3 Authorization. All corporate action on the part of the Company,
its directors and shareholders necessary for the authorization, execution,
delivery and performance of this Agreement by the Company, the
authorization, sale, issuance and delivery of the Purchase Shares and the
performance of all of the Company's obligations hereunder has been taken or
will be taken on or before February 9, 2006. If board approval for the
financing is not received on or before February 9, 2006, this Agreement
shall forthwith terminate and cease to have any further force and effect
and neither party shall have any further obligation to the other. This
Agreement, when executed and delivered by the Company, shall constitute a
valid and binding obligation of the Company, enforceable in accordance with
its terms. The Purchase Shares, when issued by the Company in compliance
with the provisions of this Agreement, will be validly issued, fully paid
and nonassessable, and free of any liens or encumbrances, other than any
liens and encumbrances created by or imposed upon the holders thereof
through no action of the Company; provided however, the Purchase Shares are
subject to certain restrictions on transfer under this Agreement and under
applicable state and federal securities laws.
2.4 Private Sale. Subject in part to the truth and accuracy of the
Investors' representations and warranties set forth in Section 3 below, the
offer and sale of the Purchase Shares are exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended (the
"Act"), and neither the Company nor any authorized agent acting on its
behalf will take any action hereinafter that would cause the loss of such
exemption.
2.5 Delivery of SEC Filings. The Company has made available to the
Investor through the XXXXX system, true and complete copies of the
Company's most recent Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2005 (the "10-KSB"), and all other reports filed by the
Company pursuant to the 1934 Act since the filing of the 10-KSB and prior
to the date hereof (collectively, the "SEC Filings"). The SEC Filings are
the only filings required of the Company pursuant to the 1934 Act for such
period. The Company and its Subsidiaries are engaged in all material
respects only in the business described in the SEC Filings and the SEC
Filings contain a complete and accurate description in all material
respects of the business of the Company and its Subsidiaries, taken as a
whole.
3. Representations and Warranties of the Investor. The Investor hereby
represents and warrants that:
3.1 Organization and Standing; Articles and By-Laws; Investor is a
corporation duly organized and existing under, and by virtue of, the laws
of the Country of the British Virgin Islands and is in good standing under
such laws. All corporate action on the part of the Investor, its owners and
operators necessary for the authorization, execution, delivery and
performance of this Agreement by the Investor, the authorization, purchase
and acceptance of the Shares and the performance of all of the Investor's
obligations hereunder has been taken or will be taken prior to Closing.
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3.1 Organization and Standing - continued
This Agreement, when executed and delivered by the Investor, shall
constitute a valid and binding obligation of the Investor, enforceable in
accordance with its terms.
3.2 Purchase Entirely for Own Account. The Investor understands that
the Company is making this Agreement with the Investor in reliance upon the
Investor's representation to the Company, which by the Investor's execution
of this Agreement the Investor hereby confirms, that the Purchase Shares to
be received by the Investor will be acquired for investment for the
Investor's own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and that the Investor has
no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, the Investor
further represents that the Investor does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant participations to such person or to any third person, with respect to
any of the Purchase Shares.
3.3 Disclosure of Information. Investor has been furnished with or has
obtained from the XXXXX Website of the Securities & Exchange Commission
(the "Commission") the Company's Form 10-K for the fiscal year ended
December 31, 2004, as filed with the Commission, together with all
subsequently filed Forms 10-Q, 8-K, and SEC Reports available at the XXXXX
website. The Investor acknowledges that it has had access to all the
information it considers necessary or appropriate for deciding whether to
purchase the Common Stock. The Investor further represents that it has had
an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Purchase Shares.
3.4 Investment Experience. The Investor acknowledges that it is able
to fend for itself, can bear the economic risk of its investment and has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the
Purchase Shares.
3.5 Accredited Investors. The Investor is an "accredited investor"
within the meaning of SEC Rule 501 of Regulation D, as now in effect.
3.6 Restricted Securities. The Investor understands that the shares of
Common Stock it is purchasing are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from
the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold only in
certain limited circumstances without registration under the Act. In this
connection, the Investor represents that it is familiar with SEC Rule 144,
as now in effect, and understands the resale limitations imposed thereby
and by the Act.
3.7 Legends. It is understood that the certificate(s) evidencing the
Purchase Shares may bear certain legends, including but not limited to the
following legends:
(a) The securities evidenced by this certificate have not been registered
under the Securities Act of 1933, as amended, (the "Act") or the securities
laws of any state of the United States ("State Act"). The securities
evidenced by this certificate may not be offered, sold or transferred for
value directly or indirectly, in the absence of such registration under the
Act and qualification under applicable State Acts, or pursuant to an
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3.7 Legends - continued
exemption from registration under the Act and qualification under
applicable State Acts, the availability of which is to be established to
the reasonable satisfaction of the Company; and
(b) Any legend required by the laws of any State, including any legend
required by the California Department of Corporations and Sections 417 and
418 of the California Corporations Code
3.8 No General Solicitation. Investor is not purchasing the Purchase
Shares as a result of any advertisement, article, notice or other
communication regarding the Purchase Shares published in any newspaper,
magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement.
3.9 Brokers and Finders. Except as otherwise specifically provided in
this Section 3.9, no Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or
claim against or upon the Company, any Subsidiary or an Investor for any
commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of such Investor.
Notwithstanding the foregoing, a finder's fee equal to 10% of the amount
received by the Company pursuant to this Agreement shall be payable by the
Company to New Fortune Capital Holdings Limited upon the consummation of
the transaction contemplated hereby.
3.10 Prohibited Transactions. During the last thirty (30) days prior
to the date hereof, neither Investor nor any Affiliate of Investor which
(x) had knowledge of the transactions contemplated hereby, (y) has or
shares discretion relating to Investor's investments or trading or
information concerning Investor's investments, including in respect of the
Purchase Shares, or (z) is subject to Investor's review or input concerning
such Affiliate's investments or trading (collectively, "Trading
Affiliates") has, directly or indirectly, effected or agreed to effect any
short sale, whether or not against the box, established any "put equivalent
position" (as defined in Rule 16a-1(h) under the 0000 Xxx) with respect to
the Common Stock, granted any other right (including, without limitation,
any put or call option) with respect to the Common Stock or with respect to
any security that includes, relates to or derived any significant part of
its value from the Common Stock or otherwise sought to hedge its position
in the Securities or sold any Common Stock (each, a "Prohibited
Transaction"). At no time prior to the termination of this Agreement, shall
Investor or its Trading Affiliates engage, directly or indirectly, in a
Prohibited Transaction.
4. Registration Rights. Promptly following the closing of the purchase and
sale of the securities contemplated by the Purchase Agreement (the "Closing
Date") but no later than one hundred twenty (120) days after the Closing Date
(the "Filing Deadline"), the Company shall prepare and file with the SEC one
Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to
the Company, on such form of registration statement as is then available to
effect a registration for resale of the Registrable Securities, subject to the
Required Investors' consent), covering the resale of 7,000,000 shares of the
Purchase Shares acquired by Investor pursuant to this Agreement (the
"Registrable Securities"). Such Registration Statement also shall cover, to the
extent allowable under the 1933 Act and the rules promulgated thereunder
(including Rule 416), such indeterminate number of additional shares of Common
Stock resulting from stock splits, stock dividends or similar transactions with
respect to the Registrable Securities.
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5. Miscellaneous.
5.1. Survival of Warranties. The warranties, representations and
covenants of the Company and the Investor contained in or made pursuant to
this Agreement shall survive the execution and delivery of this Agreement
and the Closing.
5.2. Successors and Assigns. Except as otherwise provided herein, 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
(including transferees of any Shares sold hereunder). Nothing in this
Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
5.3. Governing Law; Venue. This Agreement is being delivered and shall
be construed and enforced in accordance with and governed by the laws of
California applicable to contracts which are wholly executed, written and
performed within California. By execution and delivery of this Agreement,
the parties agree and accept that any legal action or proceeding brought
with respect to this Agreement shall be brought in the court of appropriate
jurisdiction in and for the County of San Francisco, State of California,
and the parties expressly waive any objection to personal jurisdiction,
venue or forum non conveniens.
5.4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.5. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
5.6. Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be
deemed effectively given upon personal delivery to the party to be notified
or on three (3) days after the date of deposit with the United States Post
Office, by registered or certified mail, postage prepaid and addressed to
the Company at the above address or to the Investor at the address
indicated on the signature page hereof, or at such other address as the
Investor may designate by written notice to the Company.
5.7. Litigation. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
5.8. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the waiving party. Any
amendment or waiver effected in accordance with this paragraph shall be
binding upon each holder of any Common Stock purchased under this Agreement
at the time outstanding, each future holder of all such Common Stock, and
the Company.
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5.9. Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.
5.10. Complete Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings by and
between the Investor and the Company.
IN WITNESS WHEREOF, the parties have executed this Common Stock Purchase
Agreement dated February 9, 2006.
"COMPANY"
TEDA Travel Group, Inc.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxx Xxxx Xxx
------------------------------
Xxxxxxx Xxxx Xxxx Xxx, CEO
THE UNDERSIGNED PURCHASER UNDERSTANDS THAT AN INVESTMENT IN THE STOCK OF THE
COMPANY IS SPECULATIVE IN NATURE AND INVOLVES A HIGH DEGREE OF RISK. PURCHASER
UNDERSTANDS AND HAS CAREFULLY CONSIDERED THE RISKS INVOLVED IN AN INVESTMENT IN
THE STOCK OF
THE COMPANY, AND CAN WITHSTAND THE TOTAL LOSS OF THE INVESTMENT.
"INVESTOR"
Bloompoint Investments Limited,
A BVI company
By:/s/ Bloompoint
--------------------
Director
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