EXHIBIT 10. COMMON STOCK PURCHASE AGREEMENT BETWEEN COMPANY AND XXXXXXX XXX
COMMON STOCK PURCHASE AGREEMENT
AGREEMENT entered into as of the 12 day of August, 2010, by and
between Cepheus Acquisition Corp., a Delaware corporation with an address at
0000 Xxxxxxxx Xxxxxx # 943, C/o Wm. Tay, Xxxxxxxxxxxx, XX 00000 (the "Company")
and Xxxxxxx Xxx, an individual with an address at X.X. Xxx 00000, Xxxxxxxxxxxx,
XX 00000 (the "Purchaser").
WHEREAS, the Purchaser desires to purchase, and the Company desires to
sell, an aggregate of 31,390,000 shares (the "Shares") of the Company's common
stock, par value $.0001 per share (the "Common Stock") upon the terms and
conditions hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Purchaser and the Company hereby agree as
follows:
SECTION 1: SALE OF THE SHARES
1.1 Sale of the Shares. Subject to the terms and conditions hereof, the
Company will sell and deliver to the Purchaser and the Purchaser will purchase
from the Company, upon the execution and delivery hereof, the Shares for a
purchase price equal to three thousand one hundred thirty-nine dollars ($3,139)
in services rendered in connection with the Company's formation and
organization in the State of Delaware and developing the Company's business
concept and plan.
SECTION 2: CLOSING DATE; DELIVERY
2.1 Closing Date. The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall be held immediately following the execution and
delivery of this Agreement.
2.2 Delivery at Closing. At the Closing, the Company will deliver to
the Purchaser a stock certificate registered in the Purchaser's name,
representing the number of Shares to be purchased by Purchaser hereunder,
against payment of the purchase price therefore as indicated above.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF PURCHASER
The undersigned Purchaser hereby represents and warrants to the Company
as follows:
3.1 Transfer of Shares. The Shares have not been registered under the
Securities Act and cannot be sold or otherwise transferred without an effective
registration or an exemption therefrom, and as of the date of this Agreement,
may not be sold pursuant to the exemptions provided by Section 4(1) of the
Securities Act in accordance with the letter from Xxxxxxx X. Xxxxx, Chief of
the Office of Small Business Policy of the Securities and Exchange Commission's
Division of Corporation Finance, to Xxx Worm of NASD Regulation, Inc., dated
January 21, 2000.
3.2 Experience. The undersigned has such knowledge and experience in
financial and business matters that the undersigned is capable of evaluating
the merits and risks of investment in the Company and of making an informed
investment decision. The undersigned has adequate means of providing for the
undersigned's current needs and possible future contingencies and the
undersigned has no need, and anticipates no need in the foreseeable future, to
sell the Shares for which the undersigned subscribes. The undersigned is able
to bear the economic risks of this investment and, consequently, without
limiting the generality of the foregoing, the undersigned is able to hold the
Shares for an indefinite period of time and has sufficient net worth to sustain
a loss of the undersigned's entire investment in the Company in the event such
loss should occur. Except as otherwise indicated herein, the undersigned is the
sole party in interest as to its investment in the Company, and it is acquiring
the Shares solely for investment for the undersigned's own account and has no
present agreement, understanding or arrangement to subdivide, sell, assign,
transfer or otherwise dispose of all or any part of the Shares subscribed for
to any other person.
3.3 Investment; Access to Data. The undersigned has carefully reviewed
and understands the risks of, and other considerations relating to, a purchase
of the Common Stock and an investment in the Company. The undersigned has been
furnished materials relating to the Company, the private placement of the
Common Stock or anything else that it has requested and has been afforded the
opportunity to ask questions and receive answers concerning the terms and
conditions of the offering and obtain any additional information which the
Company possesses or can acquire without unreasonable effort or
expense. Representatives of the Company have answered all inquiries that the
undersigned has made of them concerning the Company, or any other matters
relating to the formation and operation of the Company and the offering and
sale of the Common Stock. The undersigned has not been furnished any offering
literature other than the materials that the Company may have provided at the
request of the undersigned; and the undersigned has relied only on such
information furnished or made available to the undersigned by the Company as
described in this Section. The undersigned is acquiring the Shares for
investment for the undersigned's own account, not as a nominee or agent and not
with the view to, or for resale in connection with, any distribution
thereof. The undersigned acknowledges that the Company is a start-up company
with no current operations, assets or operating history, which may possibly
cause a loss of Purchaser's entire investment in the Company.
3.4 Authorization. (a) This Agreement, upon execution and delivery
thereof, will be a valid and binding obligation of Purchaser, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization and moratorium laws and other laws of general application
affecting enforcement of creditors' rights generally.
(b) The execution, delivery and performance by Purchaser of this
Agreement and compliance therewith and the purchase and sale of the Shares will
not result in a violation of and will not conflict with, or result in a breach
of, any of the terms of, or constitute a default under, any provision of state
or Federal law to which Purchaser is subject, or any mortgage, indenture,
agreement, instrument, judgment, decree, order, rule or regulation or other
restriction to which the Purchaser is a party or by which the undersigned
Purchaser is bound, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of Purchaser
pursuant to any such term.
3.5 Accredited Investor. Purchaser is an accredited investor as
defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended.
SECTION 4: MISCELLANEOUS
4.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Delaware, without regard to conflicts of laws
principles thereof.
4.2 Survival. The terms, conditions and agreements made herein shall
survive the Closing.
4.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
4.4 Entire Agreement; Amendment; Waiver. This Agreement constitutes
the entire and full understanding and agreement between the parties with regard
to the subject matter hereof. Neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated, except by a written instrument
signed by all the parties hereto.
4.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together,
shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.
CEPHEUS ACQUISITION CORP.
By: /s/ Xxxxxxx Xxx
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Xxxxxxx Xxx
President
By: /s/ Xxxxxxx Xxx
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Xxxxxxx Xxx
